U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25
                         Commission File No.: 000-17386

                           NOTIFICATION OF LATE FILING

                                    Form 10-Q
                                    ---------



For Period Ended 10/31/2005

PART I - REGISTRANT INFORMATION

Fischer-Watt Gold Company, Inc.
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Full Name of Registrant

N/A
- ----
Former Name of Registrant

2582 Taft Court, Lakewood, Colorado 80215
- -----------------------------------------
Street, City, State and Zip Code

N/A
- -------------------------------------------------
Former Street, City, State and Zip Code



PART II RULES 12B-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]      (a) The reasons described in reasonable detail in Part III of this form
         could not be eliminated without unreasonable effort or expense;

[X]      (b) The subject annual report, semi-annual report, transition report on
         Form 10-K, Form 20-F, 11-K, or Form N-SAR, or portion thereof,  will be
         filed on or before the fifteenth  calendar day following the prescribed
         due date, or the subject quarterly report or transition report on Form
         10-Q, or portion  thereof will be filed on or before the fifth calendar
         day following the prescribed due date; and

[ ]      (c) The  accountant's  statement  or other  exhibit  required by Rule
         12b-25 (c) has been attached if applicable.




PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-Q, Form 20-F, 11-K, or
Form N-SAR, or the transition  report,  or portion  thereof,  could not be filed
within the prescribed time period.

Management will need additional time to file the Company's Form 10-Q for the
period ended October 31, 2005, because the Company has experienced delays in the
compilation and analysis of the quarter's financial information.

PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

        Peter Bojtos              303                    232-0292
        ------------           -----------          ------------------
           (Name)              (Area Code)          (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the Investments Company Act of
1940  during  the  preceding  12  months  or for such  shorter  period  that the
registrant  was  required to file such  report(s)  been filed?  If answer is no,
identify report(s).
                                                                  [X] Yes [ ] No

(3) Is it anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?

                                                                  [ ] Yes [X] No

      If so: attach an explanation of the anticipated  change,  both narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

                         Fischer-Watt Gold Company, Inc.
                  --------------------------------------------
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date: December 15, 2005        By:  /s/ Peter Bojtos
                                    --------------------------------
                                    Chief Executive Officer


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