10QSB 1 f10q_31july2007fwg.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2007 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 Identification No.) or organization) 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: September 12, 2007. Common Stock, par value $.001 70,866,819 ----------------------------- ---------------- Title of Class Number of Shares Transitional Small Business Disclosure Format Yes [ ] No [X] 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. -2- PART I - FINANCIAL INFORMATION Item 1 - FINANCIAL STATEMENTS
Fischer-Watt Gold Company, Inc. (An Exploration Stage Company) Consolidated Balance Sheets July 31, 2007 January 31, 2007 ------------- ---------------- (Unaudited) ASSETS Current Assets: Cash $ 571,282 $ 466,370 Prepaid and other current assets 1,500 -- ------------ ------------ Total current assets $ 572,782 $ 466,370 ============ ============ LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current Liabilities: Accounts payable and accrued expenses $ 42,599 $ 98,586 Income taxes payable -- 173,750 Notes payable - shareholders 30,000 781,045 Accounts payable and accrued expenses - shareholders 922,437 962,898 ------------ ------------ Total current liabilities 995,036 2,016,279 ------------ ------------ 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, 71,866,819 and 70,516,819 shares issued and outstanding, respectively 71,866 70,516 Additional paid-in capital 16,055,341 15,894,191 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 (1,209,096) (2,174,251) ------------ ------------ (422,254) (1,549,909) ------------ ------------ $ 572,782 $ 466,370 ============ ============ 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 Three Months Six Months Six Months Exploration Ended Ended Ended Ended Stage) July 31, 2007 July 31, 2006 July 31, 2007 July 31, 2006 to July 31, 2007 --------------- ------------- ------------- ------------- ---------------- Revenue $ - $ - $ - $ - $ 44,240 -------------- ------------- -------------- ------------ ------------- Costs and expenses: Cost of sales - - - - 50,000 Exploration 30,551 23,628 45,830 23,628 716,826 Writedown of inventory to market value - - - - 125,000 Stock compensation 24,500 31,500 24,500 31,500 127,600 Stock option expense 88,000 106,000 88,000 106,000 194,000 General and administrative 13,455 45,650 61,060 80,089 1,971,765 ------------- ------------- -------------- ------------ ------------- 156,506 206,778 219,390 241,217 3,185,191 ------------- ------------- ------------- ------------ ------------- (Loss) from operations (156,506) (206,778) (219,390) (241,217) (3,140,951) ------------- ------------- ------------- ------------ ------------- Other income (expense) Interest expense (5,070) (2,562) (7,633) (5,125) (57,269) Relief of payables and other indebtedness - - - - 141,935 Interest income 6,701 1,509 11,178 2,696 15,755 Other income 770,000 25,000 1,565,000 50,000 2,389,184 ------------- ------------- ------------- ------------ ------------- 771,631 23,947 1,568,545 47,571 2,489,605 ------------- ------------- ------------- ------------ ------------- Income (loss) before income taxes 615,125 (182,831) 1,349,155 (193,646) (651,346) Income taxes (186,000) - (384,000) - (557,750) ------------- ------------- ------------- ------------ ------------- Net income (loss) $ 429,125 $ (182,831) $ 965,155 $ (193,646) $ (1,209,096) ============= ============= ============= ============ ============= Per share information - basic and fully diluted Net income (loss) per share Basic $ 0.01 $ - $ 0.01 $ - $ (0.02) ============= ============= ============= ============ ============ Fully-diluted $ - $ - $ 0.01 $ - $ - ============= ============= ============= ============ ============ Weighted average shares outstanding Basic 71,632,036 69,579,319 71,083,670 69,376,488 53,836,698 Fully-diluted 87,932,036 69,579,319 87,383,670 69,376,488 53,836,698 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 Cash Flows (Unaudited) February 1, 2001 (Inception of Six Months Ended Six Months Ended Exploration Stage) July 31, 2007 July 31, 2006 to July 31, 2007 ------------------- ------------------- -------------------- Cash flows from operating activities: Net cash provided by (used in) operating activities $ 818,457 $ (33,049) $ 207,409 ----------- ----------- ----------- Cash flows from financing activities: Proceeds from issuance of common shares and stock subscriptions -- -- 580,486 Proceeds from exercise of options -- -- 35,000 Proceeds from notes payable - shareholders -- -- 40,500 Repayment of note payable - shareholder (713,545) -- (1,001,568) Capital contribution by shareholder -- -- 689,068 ----------- ----------- ----------- Net cash provided by (used in) financing activities (713,545) -- 343,486 ----------- ----------- ----------- Increase (decrease) in cash and cash equivalents 104,912 (33,049) 550,895 Cash and cash equivalents, beginning of period 466,370 177,146 20,387 ----------- ----------- ----------- Cash and cash equivalents, end of period $ 571,282 $ 144,097 $ 571,282 =========== =========== =========== Supplemental cash flow information: Cash paid for interest $ -- $ -- $ -- =========== =========== =========== Cash paid for income taxes $ 384,000 $ -- $ 384,000 =========== =========== =========== See the accompanying notes to the consolidated financial statements
-5- 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 agreed to sell its 65% interest in Minera Montoro S.A. de C.V. ("Montoro") to Nexvu Capital Corp ("Nexvu") for a total consideration of $2,235,000. During the fiscal year ended January 31, 2007, Nexvu, assigned its interests to Rogue River Inc and the proposed closing was delayed because of administrative, accounting, and legal issues. These issues have been resolved and the Company has now completed the closing of all three tranches at July 31, 2007. As the sale of the interest in Montoro is now complete, the Company no longer holds any interest, other than a future royalty, in Mexico. Montoro owns 100% of the La Balsa project. On December 5, 2005, the Company and The Astra Joint Venture ("Astra"), a company controlled by a director of Fischer-Watt, agreed to relinquish its 21.6% interest in the La Balsa project back to Fischer-Watt, thus returning Fischer- Watt's interest to 65%. Under terms of the agreement, the Company agreed to repay Astra the loans it had advanced to date of $864,028, in three equal installments. Each installment came from payments made to the Company by Rogue River Inc as part of their acquisition commitment to the Company as outlined above. In the quarter ended July 31, 2007, the debt remaining to The Astra was retired by cash payment of $250,522 and by exercise of options for 750,000 common shares at $0.05 per share in lieu of cash of $37,500. All applicable Mexican taxes related to the Rogue River Inc sale have now been paid. As further consideration, in December, 2005, Astra 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. The Company currently holds interests in two mineral properties, being the Cruce Gold Project in Pinal County, Arizona, and the Cambridge Mine Project in Lyon County, Nevada. -6- Cruce Gold Project ------------------ On July 26, 2006, the Company acquired a 100% interest in the mineral lease in Pinal County for $15,000 and the issuance of 100,000 restricted common shares of its stock. The vendors will retain a 2% net smelter return royalty and will receive an advance royalty of $20,000 on the first anniversary of the agreement and $25,000 on subsequent anniversaries. These advance royalties will be deductible from future production royalty payments. The original property is situated on a 60 acre State lease. The Company has now staked additional claims on surrounding BLM ground covering an area of approximately 760 acres. Gold mineralization on the property is hosted within faulted blocks in well-altered sections of the pre-Cambrian age Oracle granite. Adits, shallow shafts and pits of unknown historic age are in evidence on the property. Early work by Spanish prospectors in the 1600's was centered around the Hot Boy inclined shaft. This shaft was deepened to a depth of 165 feet by a Mr. Cruce who made several shipments of ore before abandoning the property Between 1988 and 1990, Freeport McMoRan Gold Company carried out geological mapping, a four line Induced Polarization and Resistivity geophysical survey and a wide-spaced 14 hole reverse circulation drilling program totaling 5,805 feet. Hole CR-4 from surface to a depth of 60 feet returned an average grade of 0.032 oz. Au/t. Gold mineralization on the Cruce Gold property therefore defines a favorable structural setting that could be amenable to open-pit mining. Fischer-Watt has commenced an active field season with a close spaced soil and rock chip geochemical sampling program to be followed by a close spaced limited drilling program. The project currently has no reserves and there is no assurance that the project will advance from its present exploration stage. During the quarter ended July 31, 2007, the Company completed a geochemical survey and reported such in a press release dated July 31, 2007. The Company also paid an advance royalty of $20,000 and completed its registration to conduct business in Arizona. Cambridge Project ----------------- On August 1, 2006, the Company entered into an option agreement with Grandcru Resources Corporation ("Grandcru") of Vancouver B.C. to acquire Grandcru's rights to 19 claims in the Cambridge Mining District located 23 miles south of Yerrington, Nevada, in Lyon County. Under the terms of the agreement Fischer-Watt can acquire a 100% interest in the property by completing the following: Cash payments to an underlying claim holder of: $10,000 on August 25, 2006 $15,000 on August 25, 2007 $20,000 on August 25, 2008 $25,000 on August 25, 2009 and cash payments to Grandcru of: $10,000 on August 30, 2007 $15,000 on August 30, 2008 $20,000 on August 30, 2009 $25,000 on August 30, 2010 and by satisfying annual work commitments on the property of: $50,000 in the first year of the agreement $75,000 in the second year of the agreement $125,000 in the third year of the agreement $150,000 in the fourth year of the agreement -7- Upon completion of the above, Fischer-Watt will have earned a 100% interest in the property subject to a 2% Net Smelter Return royalty to the underlying claim holder and a 2% Net Smelter Return royalty to Grandcru. These two royalties may be purchased by Fischer-Watt for $2,000,000 and $1,500,000 respectively. The property is comprised of 18 lode claims and 1 placer claim located entirely on BLM ground in the historic Cambridge Mining District. It covers an area of approximately 360 acres, at a moderate elevation of approximately 5,400 feet above Sea Level, which can be accessed year round via county maintained roads. The District is in the Walker Lane geological trend of western Nevada. The Cambridge Vein is a structurally complex, shear hosted, north-south trending, quartz vein system. The veining is hosted in a weakly altered to unaltered coarse grained quartz monzonite granitoid of Cretaceous age. The veining is believed to be of a mesothermal nature and contains high-grade gold. The vein is known to extend along a strike of 1,200 meters and dips at approximately 60 degrees west. There are flexures along the strike and dip of the vein along with intersecting structures and splays. This geological complexity increases the potential of high-grade shoots occurring along the vein as well as multiple vein systems. The mineralization in the area was discovered in the 1860's and mining commenced shortly thereafter. Two shafts were sunk to a depth of 150 feet and were subsequently deepened to 250 feet. The property then became idle until 1940 when the Cambridge Mining Company deepened the North shaft to 400 feet. The vein was reported to be 5 to 7 feet wide at that depth. The mine was shut down in 1942 by the war order and no mining has been carried out since. No drilling has ever been carried out on the property. In a recent surface sampling campaign, by others, it was found that one third of the 32 samples taken along the outcropping vein had grades greater than 10 ppm gold, with several being over 30 ppm. The Company has completed requirements to be the operator on the Cruce. It has obtained a permit and has posted a bond to conduct drilling and an R.C. drill was placed on site in September 2007. The initial drilling campaign is designed to help trace the vein's geometry as well as help determine where high-grade gold shoots may occur. This will enable Fischer-Watt's geologists to begin defining the extent of the gold mineralization. The work program has been approved by the regulatory agency and an environmental reclamation bond of $2,956 has been deposited. The project has no reserves at present and there is no assurance that the project will advance from its present exploration stage. The Company has cash on hand at July 31, 2007 of $ $571,282 and while its working capital deficit position of $422,254 brings into focus the ability of the Company to continue operations without further financing, $8,000 is due to trade creditors and the balance of the current liabilities, being $987,036, is due to related parties where there are no specific terms of repayment for either of the Demand Notes, accrued expenses or interest owing. 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 July 31, 2007 and compares that condition to our financial condition at year-end January 31, 2007. Finally, we comment on the results of our operations for the six months ended July 31, 2007. 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, 2007. -8- Plan of Operation ----------------- The Company's plan of operation for the fiscal year ending January 31, 2008 is to proceed with work on its mineral properties in Arizona and Nevada. The Company continues to evaluate other mining properties in the western United States for possible acquisition and continues to explore various financing alternatives for the Company. Liquidity and Capital Resources ------------------------------- As of July 31, 2007, the Company had cash on hand of $571,282 and current liabilities of $995,036, including $987,036 owed to related parties. Current accounts payable amounted to $8,000. The working capital deficit at January 31, 2007 was $1,549,909 compared to $422,254 at July 31, 2007. This represents a decrease in the working capital deficit of $1,127,655 for the six months ended July 31, 2007. This improvement is a direct result of receipt of final payment from Rogue River Inc. and retirement of certain debt owing to a shareholder. There is no specific term of repayment for either the demand note, accrued expenses or other debt due to related parties. Management recognizes that the Company does not have sufficient funds to retire its remaining debt and to sustain its operations. The Company continues to source out other appropriate financing in either equity or debt format, and it continues to seek out other mineral properties, but there is no assurance said financing is available or that said properties can be acquired on reasonable terms and conditions. For the six months ended July 31, 2007, the Company has significantly reduced its notes payable liability. At January 31, 2007, notes payable amounted to $781,045 and this has been reduced to $30,000 at July 31, 2007. Proceeds from the sale to Rogue River Inc. have been utilized to reduce this debt. Current liabilities at July 31, 2007 have been reduced by $1,021,243 to $995,036. The cash position of the Company over the six month period ending July 31, 2007 has improved from $466,370 to $571,282. Results of Operations --------------------- For the three months ended July 31, 2007, the Company had net income of $429,125 compared to a net loss for the corresponding three month period ended July 31, 2006 of $182,831. The current three month period also includes sundry income of $25,000 from payments received from Rogue River Inc. for extension of settlement date payments, related to the sale of Montoro. There was comparable sundry income of $25,000 in the three months ended July 31, 2006. Exploration expenses in the three months ended July 31, 2007 amounted to $30,551 compared to $23,628 for the three months ending July 31, 2006. Exploration in the current period related to the new Arizona property and the new Nevada property. The Company was not active in its exploration program in the first three months of the fiscal year, but exploration has increased during the past three months and the Company intends to carry out an initial drilling program during the third quarter. -9- Montoro ------- The Company owned 65% of Montoro, which in turn owns 100% of the La Balsa copper property in the state of Michoacan, Mexico. On June 1, 2005 Fischer-Watt entered into a Letter of Intent with Nexvu Capital Corp. of Vancouver ("Nexvu"), B.C., Canada, for the development of the La Balsa. Full payment has been received from Rogue River Inc. and the Company no longer holds any interests in Mexico other than a 1% NSR royalty on the porphyry portion of the La Balsa property. Rogue River Inc. will have an option to acquire 50% of the 1% NSR royalty for $1,000,000. If the property is not in production in seven (7) years, Rogue River Inc. will be obligated at the discretion of Fischer-Watt, to acquire the 50% of the 1% NSR royalty for $1,000,000. 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, 2007, and as shown in the financial statements, the Company has experienced significant operating losses that have resulted in an accumulated deficit of $16,562,211 at July 31, 2007. 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. Depending on the level of exploration activity, the Company does have adequate capital to continue its contemplated business plan through January 31, 2008, but does not have sufficient capital to carry out an extensive exploration program without additional capital. 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 -10- - statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. 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. -11- As of the end of the period being reported upon, 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 material changes in the Company's internal controls or in other factors that could significantly affect the internal controls subsequent to the date the Company completed its evaluation. 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. -12- 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: September 13, 2007 By: /s/ Peter Bojtos ------------------------------------------- Peter Bojtos, Chairman of the Board, President, and Chief Financial Officer -13-