10QSB/A 1 am1f10qsb_30april2006fischer.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB/A AMENDMENT NO. 1 (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ______________ Commission File Number 0-17386 FISCHER-WATT GOLD COMPANY, INC. --------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Nevada 88-0227654 --------------------------------- ------------------- (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 2582 Taft Court, Lakewood, CO 80215 ---------------------------------------- (Address of principal executive offices) (303) 232-0292 --------------------------- (Issuer's telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: June 12, 2006. Common Stock, par value $.001 69,166,819 ----------------------------- ---------------- Title of Class Number of Shares Transitional Small Business Disclosure Format Yes [ ] No [X] Index Exchange Rates............................................................... 3 Conversion Table............................................................. 3 Forward Looking Statements................................................... 3 PART I - FINANCIAL INFORMATION Item 1 - Financial Statements................................................ 4 Consolidated Balance Sheet (Unaudited)....................................... 4 Consolidated Statements of Operation (Unaudited)............................. 5 Consolidated Statements of Cash Flow (Unaudited)............................. 6 Notes to Consolidated Financial Statements (Unaudited)....................... 7 Item 2 - Management's Discussion and Analysis or Plan of Operation........................................................ 9 Item 3 - Controls and Procedure.............................................. 12 PART II- OTHER INFORMATION Item 1 - Legal Proceedings................................................... 13 Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds......... 13 Item 3 - Defaults Upon Senior Notes.......................................... 13 Item 4 - Submission of Matters to a Vote of Security Holders................. 13 Item 5 - Other Information................................................... 13 Item 6 - Exhibits............................................................ 13 SIGNATURES................................................................... 14 -2- Exchange Rates Except as otherwise indicated, all dollar amounts described in this Report are expressed in United States (US) dollars. Conversion Table For ease of reference, the following conversion factors are provided: ========================== ================================= 1 mile = 1.6093 kilometers 1 metric tonne = 2,204.6 pounds -------------------------- --------------------------------- 1 foot = 0.305 meters 1 ounce (troy) = 31.1035 grams -------------------------- --------------------------------- 1 acre = 0.4047 hectare 1 imperial gallon = 4.5546 liters -------------------------- --------------------------------- 1 long ton = 2,240 pounds 1 liter = 1.057 U.S. quarts ========================== ================================= Forward Looking Statements The Company desires to take advantage of the "safe harbor" provisions contained in Section 27A of the Securities Act of 1933, as amended (the "1933 Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "1934 Act"),and is including this statement herein in order to do so: From time to time, the Company's management or persons acting on the Company's behalf may wish to make, either orally or in writing, forward-looking statements (which may come within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act), to inform existing and potential security holders regarding various matters including, without limitation, projections regarding financial matters, timing regarding transfer of licenses and receipts of government approvals, effects of regulation and completion of work programs. Such forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believes," "expect," "anticipate," "goal" or other words that convey the uncertainty of future events or outcomes. Forward-looking statements by their nature are subject to certain risks, uncertainties and assumptions and will be influenced by various factors. Should one or more of these forecasts or underlying assumptions prove incorrect, actual results could vary materially. AMENDMENTS TO FORM 10-QSB The revisions to this Form 10-QSB as originally filed are necessary in order to comply with GAAP or regulations under the Exchange Act. Wording in Part I, Item 3 "Controls and Procedures" has been modified in order to conform to current practices and the Company's increased percentage interest in its Mexican project is clarified. -3- AMENDMENT NO. 1 TO FORM 10-QSB PART I - FINANCIAL INFORMATION Item 1 - FINANCIAL STATEMENTS
Fischer-Watt Gold Company, Inc. (An Exploration Stage Company) Consolidated Balance Sheets April 30, 2006 January 31, 2006 -------------- ---------------- (Unaudited) ASSETS Current Assets: Cash $ 167,644 $ 177,146 ------------ ------------ Total current assets $ 167,644 $ 177,146 ============ ============ LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current Liabilities: Accounts payable 74,373 $ 73,060 Note payable and other- shareholder 781,045 781,045 Accounts payable and accrued expenses- shareholders 1,093,898 1,093,898 ------------ ------------ Total current liabilities 1,949,316 1,948,003 ------------ ------------ Note payable - shareholders 288,023 288,023 ------------ ------------ Stockholders' (Deficit): Preferred stock, non-voting, convertible, $2 par value, 250,000 shares authorized, none outstanding -- -- Common stock, $.001 par value, 200,000,000 shares authorized, 69,166,819 shares issued and outstanding 69,166 69,166 Additional paid-in capital 15,695,041 15,695,041 Common stock subscriptions 12,750 12,750 Accumulated (deficit) prior to exploration stage (15,353,115) (15,353,115) Accumulated (deficit) during the exploration stage (2,493,537) (2,482,722) ------------ ------------ (2,069,695) (2,058,880) ------------ ------------ $ 167,644 $ 177,146 ============ ============ See the accompanying notes to the consolidated financial statements
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Fischer-Watt Gold Company, Inc. (An Exploration Stage Company) Consolidated Statements of Operations (Unaudited) February 1, 2001 (Inception of Three Months Ended Three Months Ended Exploration Stage) April 30, 2006 April 30, 2005 to April 30, 2006 ------------------- -------------------- -------------------- (Restated) Revenue $ - $ 43,954 $ 44,240 ------------- --------------- -------------- Costs and expenses: Cost of sales - 50,000 50,000 Exploration - 7,930 627,212 Writedown of inventory to market value - - 125,000 Stock compensation - - 71,600 General and administrative 34,439 81,015 1,769,322 ------------- -------------- -------------- 34,439 138,945 2,643,134 ------------- -------------- -------------- (Loss) from operations (34,439) (94,991) (2,598,894) Other income (expense) Interest expense (2,563) (2,319) (41,949) Relief of payables and other indebtedness - - 66,935 Interest income 1,187 - 1,187 Other income 25,000 - 79,184 ------------- -------------- -------------- 23,624 (2,319) 105,357 ------------- -------------- -------------- Net (loss) $ (10,815) $ (97,310) $ (2,493,537) ============= ============== ============== Per share information - basic and fully diluted Net (loss) per share $ (0.00) $ (0.00) ============= ============== Weighted average shares outstanding 69,166,819 55,217,583 ============= ============== See the accompanying notes to the consolidated financial statements
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Fischer-Watt Gold Company, Inc. (An Exploration Stage Company) Consolidated Statement of Cash Flows (Unaudited) February 1, 2001 (Inception of Three Months Ended Three Months Ended Exploration Stage) April 30, 2006 April 30, 2005 to April 30, 2006 ------------------- ------------------ ------------------- Cash flows from operating activities: Net cash provided by (used in) operating activities $ (9,502) $ 8,457 $(1,197,797) ----------- ----------- ----------- Cash flows from investing activities: Net cash provided by (used in) investing activities -- -- -- ----------- ----------- ----------- Cash flows from financing activities: Net cash provided by financing activities -- -- 1,345,054 ----------- ----------- ----------- Increase (decrease) in cash and cash equivalents (9,502) 8,457 147,257 Cash and cash equivalents, beginning of period 177,146 921 20,387 ----------- ----------- ----------- Cash and cash equivalents, end of period $ 167,644 $ 9,378 $ 167,644 =========== =========== =========== See the accompanying notes to the consolidated financial statements
-6- FISCHER-WATT GOLD COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2006 (UNAUDITED) (1) Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and Item 310(b) of Regulation SB. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to the financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended January 31, 2006. The accompanying consolidated financial statements include the accounts of the Company and its subsidiary. Intercompany transactions and balances have been eliminated in consolidation. (2) Mineral Properties La Balsa Since 1996, the Company has held a 65% interest in Minera Montoro ("Montoro") which in turn has a 100% interest in mining concessions located in the state of Michoacan, Mexico, designated as the La Balsa property. Mr. Jorge E. Ordonez and his associates ("Ordonez") own the remaining 35% of Montoro. During the fiscal year ended January 31, 2006, the Company executed a binding letter of agreement to sell its 65% interest in Montoro to Nexvu Capital Corp for a total consideration of $2,235,000. An initial deposit of $50,000 was received during the year ended January 31, 2006, with the first payment of $695,000 due April 30, 2006. On April 30, 2006 Nexvu paid $25,000 to the Company in order to extend the closing date from April 30, 2006 to May 31, 2006. Furthermore, on May 31, 2006, Nexvu paid an additional $25,000 to the Company to extend the closing date to June 30, 2006. The payment terms for the total purchase price of $2,235,000 are now $695,000 on June 30, 2006 and equal payments of $745,000 on October 31, 2006 and April 30, 2007. Assuming this transaction completes in its entirety, the Company will no longer hold any mineral interests in Mexico. In order to complete the sale to Nexvu Capital Corp, the Company repurchased the 21.6% interest in the La Balsa project held by The Astra Ventures Inc. a holding company controlled by a former Chairman of the Company and a Director, thereby increasing the Company's interest in the Mexican project back to 65%. The Company has agreed to repay capital contributions made by The Astra Ventures Inc in the sum of $864,068, to be repaid in conjunction with the receipt of proceeds from Nexvu Capital Corp. One-third of each payment received from Nexvu Capital Corp will be applied to the retirement of the debt to The Astra Ventures Inc. As consideration to The Astra Ventures Inc. for the lost business opportunity, the Company has agreed to grant an option to it for a total of 10,000,000 shares of common stock. The -7- FISCHER-WATT GOLD COMPANY, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2006 (UNAUDITED) option granted is for 4,000,000 shares of common stock at $0.30 per share, 4,000,000 shares of common stock at $0.40 per share and 2,000,000 shares of common stock at $0.60 per share. This debt to The Astra Ventures Inc. is included in note payable - shareholder. (3) Earnings Per Share The Company calculates net income (loss) per share as required by SFAS No. 128, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the periods presented, common stock equivalents were not considered, as their effect would be anti-dilutive. (4) Going Concern Consideration The Company has incurred substantial operating losses of $17,846,652 since inception and stockholders' deficit of $2,069,695 at April 30, 2006. The Company has negative working capital of $1,781,672 at April 30, 2006 and no revenue producing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to achieve its operating goals and thus positive cash flows from operations is dependent upon the future market price of metals, future capital raising efforts, and the ability to achieve future operating efficiencies anticipated with increased production levels. Management's plans will require additional financing, reduced exploration activity or disposition of or joint ventures with respect to mineral properties. While the Company has been successful in these capital raising endeavors in the past, there can be no assurance that its future efforts and anticipated operating improvements will be successful. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. (5) Subsequent Events On May 31, 2006, the Company received an additional payment of $25,000 from Nexvu Capital Corp. in order to extend the closing on the purchase of Montoro to June 30, 2006. All other terms and conditions remain as previously disclosed. This is the last extension allowable under terms and conditions outlined in the Agreement. The Company has entered into an agreement with private individuals regarding a property located in northwest Pinal County, Arizona. The property has a history of gold exploration and geo chemical sampling and reverse circulation drilling. There is a 60 day due diligence period to purchase 100% of the mineral lease on the property for $15,000 and 100,000 restricted common shares of the Company. The vendors will retain a 2% net smelter return royalty and receive an advance royalty of $20,000 on the first anniversary and $25,000 thereafter until the commencement of production from the property. These royalties are deductible from production. -8- Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION Overview - -------- Fischer-Watt Gold Company, Inc. (collectively with its subsidiaries, "Fischer-Watt", "FWG" or the "Company"), was formed under the laws of the State of Nevada in 1986. Fischer-Watt's primary business is mining and mineral exploration, and to that end to own, acquire, improve, sell, lease, convey lands or mineral claims or any right, title or interest therein; and to search, explore, prospect or drill for and exploit ores and minerals therein or thereupon. During the fiscal year ended January 31, 2006, the Company's 65% interest in Montoro was sold to Nexvu Capital Corp. for a total consideration of $2,235,000. Prior to January 31, 2006, a deposit of $50,000 was received and the next payment of $695,000 was due April 30, 2006. Just prior to the closing date, Nexvu Capital Corp forwarded the sum of $25,000 in order to extend the closing date to May 31, 2006. Furthermore, on May 30, 2006, Nexvu Capital Corp forwarded a further $25,000 in order to extend the closing date to June 30, 2006. Assuming this transaction completes in its entirety, the Company will no longer hold any mineral interests in Mexico. The initial balance on closing is still $695,000 with remaining payments due of $745,000 on October 31, 2006 and $745,000 due on April 30, 2007. The Company, on June 10, 2006, entered into an agreement with private individuals in Arizona regarding a gold exploration project referred to as the Pinal Gold Project. This property is located in Northwest Pinal County, Arizona and has a history of gold exploration. Under terms of the Agreement, the Company will have a 60 day due diligence period to review details regarding the property and assuming the Company is satisfied with information obtained, the Company will formally acquire a 100% mineral lease for a payment of $15,000 and issuance of 100,000 restricted common shares of the Company. The vendors will retain a 2% net smelter return royalty and receive an advance royalty of $20,000 on the first anniversary and $25,000 thereafter. All royalties are deductible from production. The Company has cash on hand at April 30, 2006 of $167,644 and while its working capital deficit position of $1,781,672 brings to focus the ability of the Company to continue operations without further financing, a large portion of the current debt, being $1,874,943, is due to related parties where there are no specific terms of repayment for either of the demand notes, accrued expenses or accrued interest. The Company currently holds a 65% interest in the La Balsa, subject to completion of the Agreement for Sale with Nexvu Capital Corp. The Company will not know until June 30, 2006 whether or not the Nexvu Capital Corp transaction will complete. The Company increased its interest from 43% to 65% of La Balsa in order to complete its transaction with Nexvu Capital Corp. On December 5, 2005, the Company and Astra executed a resolution wherein Astra agreed to relinquish its 21.6% interest in the La Balsa project, thereby increasing the Company's interest in the project back to 65%. Under terms of the agreement, the Company has agreed to repay Astra capital contributions to date of $864,068, in three equal installments. Each installment of $288,000 will come from payments made to the Company by Nexvu Capital Corp. as part of their purchase of the La Balsa property as outlined above. As further consideration, Astra has received stock options in the Company as follows: Series #1 - being an option to acquire 4,000,000 common shares at $0.30 per share. This option will be exercisable for a period of five (5) years. Series #2 - being an option to acquire an additional 4,000,000 common shares at $0.40 per share. This option will be exercisable for a period of seven (7) years. Series #3 - being an option to acquire an additional 2,000,000 common shares at $0.60 per share. This option will be exercisable for a period of ten (10) years. -9- The following outlines results to date in the current fiscal year and outlines our plan of operation for the foreseeable future. It also analyzes our financial condition at April 30, 2006 and compares that condition to our financial condition at year-end January 31, 2006. Finally, we comment on the results of our operations for the three months ended April 30, 2006. This information should be read in conjunction with the other financial information and reports filed with the Securities and Exchange Commission ("SEC"), especially our Annual Report on Form 10-KSB for the year ended January 31, 2006. Plan of Operation ----------------- The Company's plan of operation for 2006 is to complete the sale of its interest in Montoro and to proceed with work on its recent property acquisition in Arizona once the due diligence period has been completed satisfactorily. Liquidity and Capital Resources ------------------------------- As of April 30, 2006, the Company had cash on hand of $167,644 and current liabilities of $1,949,316, including $1,874,943 owed to related parties. Current accounts payable amounted to $74,373. The working capital deficit at January 31, 2006 was $1,770,857 compared to $1,781,672 at April 30, 2006. This represents an increase in the working capital deficit of $10,815 for the three months ended April 30, 2006. There is no specific term of repayment for either the demand notes, accrued expenses or other debt due to related parties. While the working capital deficit of $1,781,672 is relative to the deficit position of the previous year, management recognizes that the Company does not have sufficient funds to sustain its operations on an ongoing basis. Subsequent to the year end, the Company received a deposit of $25,000 to extend the closing on the sale of its interest in Montoro to Nexvu Capital Corp. and on May 31, 2006, the Company received an additional $25,000 deposit from Nexvu Capital Corp. to extend the closing to June 30, 2006. The Company continues to source out other appropriate financing in either equity or debt format, but there is no assurance said financing is available or will be obtained. Results of Operations --------------------- For the three months ended April 30, 2006, the Company recorded a net loss of $(10,815), compared to a net loss for the corresponding three month period ended April 30, 2005 of $(97,310). The Company has streamlined its administrative costs, which have reduced to $34,439 vs. $81,015 in the three months ended April 30, 2005. Interest charges of $2,563 are virtually unchanged from April 30, 2005 when interest costs were $2,319. The Company received a deposit of $25,000 in the quarter ended April 30, 2006 regarding an extension of the Montoro sale to Nexvu Capital Corp. This deposit is reflected as other income on the Consolidated Statement of Operations for the three months ended April 30, 2006. There were no exploration activities in the three months ended April 30, 2006. The Company on June 11, 2006 entered into an agreement with private individuals regarding a property in Northwest Pinal County, Arizona. This property has a history of gold exploration. Under terms of the Agreement, the Company will have a 60 day due diligence period to review details regarding the property and assuming the Company is e satisfied with information obtained, the Company will formally acquire a 100% mineral lease for a payment of $15,000 and issuance of 100,000 restricted common shares of the Company. The vendors will retain a 2% net smelter return royalty and receive an advance royalty of $20,000 on the first anniversary and $25,000 thereafter until the commencement of production from the property. All advance royalties are recoupable from production royalty payments. -10- Commitments and Contingencies ----------------------------- Management is not aware of any legal action against the Company. Foreign Currency Exchange ------------------------- The Company accounts for foreign currency translation in accordance with the provisions of Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation" ("SFAS No.52"). The assets and liabilities of foreign operations are translated at the rate of exchange in effect at the balance sheet date. Income and expenses are translated using the weighted average rates of exchange prevailing during the period. The related translation adjustments are reflected in the accumulated translation adjustment section of shareholders' equity. Going Concern Consideration --------------------------- As the independent certified public accountants have indicated in their report on the financial statements for the year ended January 31, 2006, and as shown in the financial statements, the Company has experienced significant operating losses that have resulted in an accumulated deficit of $17,846,652. These conditions raise doubt about the Company's ability to continue as a going concern. The ability of the Company to achieve its operating goals and thus positive cash flows from operations is dependent upon the future market price of gold, future capital raising efforts, and the ability to achieve future operating efficiencies anticipated with increased production levels. Management's plans will require additional financing, reduced exploration activity, or disposition of or joint ventures with respect to mineral properties. While the Company has been successful in these capital-raising endeavors in the past, there can be no assurance that its future efforts, and anticipated operating improvements will be successful. The Company does not currently have adequate capital to continue its contemplated business plan beyond 2006 The Company is presently investigating all of the alternatives identified above to meet its short-term liquidity needs. The Company believes that it can arrange a transaction or transactions to meet its short-term liquidity needs, however there can be no assurance that any such transactions will be concluded or that if concluded they will be on terms favorable to the Company. Cautionary Note Regarding Forward-Looking Statements ---------------------------------------------------- This Form 10-QSB contains or incorporates by reference "forward-looking statements," as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others: - - statements concerning the benefits that we expect will result from our business activities and certain transactions that we contemplate or have completed, such as increased revenues, decreased expenses and avoided expenses and expenditures; and - - statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. -11- These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates" or similar expressions used in this report or incorporated by reference in this report. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied by us in those statements. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions. Risk Factors Impacting Forward-Looking Statements ------------------------------------------------- The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in our other reports filed with the SEC and the following: The worldwide economic situation; o Any change in interest rates or inflation; o Foreign government changes to laws or regulations related to Company activities; o The willingness and ability of third parties to honor their contractual commitments; o Our ability to raise additional capital, as it may be affected by current conditions in the stock market and competition in the gold mining industry for risk capital; o Our costs of production; Environmental and other regulations, as the same presently exist and may hereafter be amended; Our ability to identify, finance and integrate other acquisitions; and o Volatility of our stock price. We undertake no responsibility or obligation to update publicly these forward-looking statements, but may do so in the future in written or oral statements. Investors should take note of any future statements made by or on our behalf. Item 3. CONTROLS AND PROCEDURES The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-14(c). The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officer has concluded that the Company's disclosure controls and procedures are effective in reaching that level of assurance. -12- As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer/Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, the Company's Chief Executive Officer/Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective. There have been no changes in the Company's internal controls or in other factors that occurred during the last fiscal quarter that have materially, or are likely to materially affect, internal controls over financial reporting during the period ended April 30, 2006. PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS None Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None Item 3. DEFAULTS UPON SENIOR SECURITIES None Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None Item 5. OTHER INFORMATION None Item 6. EXHIBITS. Exhibit No. Document ----------- -------- 31 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Peter Bojtos. 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Peter Bojtos. -13- SIGNATURES In accordance the requirements of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. FISCHER-WATT GOLD COMPANY, INC. Dated: October 10, 2006 By: /s/ Peter Bojtos ------------------------------------------- Peter Bojtos, Chairman of the Board, President, and Chief Financial Officer. -14-