10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

_________________

(Mark One)

þ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended Period Ended January 31, 2009

or

o 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 registrant as specified in its charter)

Nevada	88-0227654
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or Organization)

2582 Taft Court

Lakewood, Colorado  80215

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (303) 232-0292

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o No þ

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes þ No o

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer  ¨
Non-accelerated filer  ¨ (Do not check if smaller reporting company)	Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of April 29, 2009,  based upon the closing price of the common stock as reported by the OTCBB on such date w as approximately $1,528,500.  The total number of shares of Common Stock issued and outstanding as of April 30, 2009 was 72,866,819.

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TABLE OF CONTENTS

PART I
Item 1:	Business …………………………………………………………………………….	5
Item 1A:	Risk Factors…………………………………………………………………………	9
Item 1B:	Unresolved Staff Comments………………………………………………………...	10
Item 2:	Properties……………………………………………………………………………	10
Item 3:	Legal Proceedings…………………………………………………………………...	22
Item 4:	Submission of Matters to a Vote of Security Holders………………………………	22
PART II		22
Item 5:	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities…………………………………………..	22
Item 6:	Selected Financial Data……………………………………………………………..	23
Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations………………………………………………………………..	23
Item 7A:	Quantitative and Qualitative Disclosures About Market Risk………………………	25
Item 8:	Financial Statements and Supplementary Data	26
Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure…………………………………………………………….	42
Item 9A(T):	Controls and Procedures……………………………………………………………..	42
Item 9B:	Other Information……………………………………………………………………	42
PART III
Item 10:	Directors, Executive Officers and Corporate Governance…………………………..	43
Item 11:	Executive Compensation	45
Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters……………………………………………………	46
Item 13:	Certain Relationships and Related Transactions, and Director Independence………	49
Item 14:	Principal Accounting Fees and Services………………………………………….....	49
PART IV
Item 15:	Exhibits, Financial Statement Schedules……………………………………………	50
Signatures	……………………………………………………………………………………….	52

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EXCHANGE RATES

Except as otherwise indicated, all dollar amounts described in this Form 10-K Annual Report are expressed in United States dollars ($US).

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 imperial gallon = 1.2010 U.S. gallons

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 (that 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. Specific factors that might cause such differences include factors described and discussed in Risk Factors in Item 1A below.

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PART I

Item 1.   Business.

Introduction

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.

In 2000, the Company entered into an agreement to sell its producing metals property to Grupo de Bullet (“Grupo”) in Colombia. In return the Company was to receive three million seven hundred thousand dollars ($3,700,000) from future production royalties.  Grupo subsequently declared bankruptcy and the amount receivable was written off.  Effective February 1, 2001, the Company re-entered the exploration stage as a result of the sale of Fischer-Watt’s subsidiary, Compania Minera Oronorte S.A.

The Company had held a 65% interest in Minera Montoro S.A. de C.V. (“Montoro”) since 1996, which in turn acquired 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 owned the remaining 35% of Montoro. During the fiscal year ended January 31, 2006, the Company executed a letter of agreement to sell its 65% interest in Montoro to Nexvu Capital Corp. (“Nexvu”) for a total consideration of $2,235,000. The sale of this interest was subsequently assigned by Nexvu to Rogue River Resources, Inc (“Rogue River”).  An initial deposit of $50,000 was received during the year ended January 31, 2006. During the fiscal year ended January 31, 2007, the original closing date was extended because of certain accounting and legal issues that were not resolved until late 2006. The first of three tranches of $695,000 was received January 30, 2007 and the remaining two tranches of $745,000 each were received, the last having been received on July 9, 2007. As a result, the Company no longer holds any interests in Mexico. All applicable taxes owing to the Government of Mexico have been paid.

In order to effect the sale to Nexvu/Rogue River, the Company repurchased a 21.6% interest in the La Balsa project held by The Astra Ventures, Inc. (“Astra”) a Company controlled by a Director of the Company. The Company had agreed to repay capital contributions made by Astra to Fischer- Watt in the sum of $864,068, to be repaid in conjunction with the receipt of proceeds from Nexvu /Rogue River. The Company has repaid $864,068 to Astra.

As consideration to Astra 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 option granted is for 4,000,000 shares of common stock at $0.30 per share for 5 years, 4,000,000 shares of common stock at $0.40 per share for 7 years, and 2,000,000 shares of common stock at $0.60 per share for 10 years. These options were authorized in December 2005. The Company assigned a value of $360,000 to the options granted to Astra based on the following assumptions:  expected life of 5 to 10 years, volatility of 99.4%, risk-free interest rate of 4.0% and no dividend yield.  This amount was charged to operations in July 2007.

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The Company had no revenue in either the year ended January 31, 2009 or the year ended January 31, 2008. In the year ended January 31, 2008 it had other income of $1,574,796 being the balance of the last two tranches from Nexvu/Rogue River regarding the sale of Montoro of $1,490,000 and $75,000 in fees from Nexvu/Rogue River related to the extension of payment dates. Additionally, the Company received interest income of $1,388 in the year ended January 31, 2009 vs. interest income of $18,179 in 2008.

Exploration expenses for the year ended January 31, 2009 amounted to $65,693 vs.  $152,471 the previous year. General and administrative expenses for the year were $248,163 vs. $669,370 the previous year.

Operations

At January 31, 2009, the Company had $8,596 in cash on hand vs. $182,391 at January 31, 2008. Total liabilities are up marginally in the year ending January 31, 2009 to $836,247 from $788,399 in 2008. In 2008 the Company was able to reduce debts by $1,227,880 to $788,399 as a result of the sale of Montoro.  

During the year ended January 31, 2009 the Company did not carry out any significant exploration work on its Cruce project in Pinal county, Arizona other than to plan out further geophysical surveys in order to locate on-strike extensions of the mineralization. In the year ended January 31, 2008, the Company completed surface soil and rock-chip geochemical surveys at Cruce. Following the successful delineation of several surface geochemical gold anomalies, the Company carried out a 5,000 foot drilling program. A total of 63 shallow Air-track holes were completed to test the subsurface continuity of the mineralization under the surface anomalies.

Subsequent to the year ended January 31, 2009, the Company completed the acquisition of Tournigan USA Inc. (“TUSA”), a wholly owned subsidiary of Tournigan Energy Ltd., (“Tournigan Energy”) a Canadian public corporation listed on the TSX Venture Exchange. The prime asset in TUSA is its portfolio of mineral claims and leases on approximately 55,000 acres in Wyoming, South Dakota and Arizona that cover some of the most prospective uranium-bearing geology in the United States.

Additionally, the Company continues to seek an advanced-stage precious and/or base metal mineral property with a view to developing it into a cash generating, profitable, producing mine. The Company’s chief area of interest is in the southwestern United States. Several opportunities have been evaluated over the past year. The Company’s evaluation team has looked at both potentially high-grade underground situations as well as lower grade open-pittable scenarios.  

The Company currently does not have sufficient capital to conduct its business during the next fiscal year, and must rely on its management team to arrange loans, investments, or combinations of both in order to carry out its business objectives in the coming year.  

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Cautionary Statements

The factors discussed below are believed to be important factors (but not necessarily all the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. Unpredictable or unknown factors not discussed herein could also have material adverse effects on actual results of matters that are the subject of forward-looking statements. The Company does not intend to update these cautionary statements.

Regulation

Mining operations and exploration activities are subject to various governmental laws and regulations governing prospecting, development, mining, production, importing and exporting of minerals; taxes; labor standards; occupational health; waste disposal; protection of the environment; mine safety; toxic substances; and other matters. Licenses and permits are required to conduct exploration and mining operations. There is no assurance that such permits will be granted. Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a material adverse impact on the Company. Under certain circumstances, the Company may be required to close an operation until a particular problem is remedied or to undertake other remedial actions.

Environmental Laws

The exploration programs conducted by the Company are subject to governmental regulations regarding environmental considerations. Most operations involving the exploration for or the production of minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of stream and fresh water sources, odor, noise, dust, and other environmental protection controls adopted by governmental authorities as well as the rights of adjoining property owners.

The Company may be required to prepare and present to governmental authorities data pertaining to the effect or impact that any proposed exploration or production of minerals may have upon the environment. The Company will be responsible for reclamation costs. Reclamation requirements vary depended on the location and the managing agency, but they are similar in that they aim to minimize long-term effects of exploration and mining disturbance by requiring the operating company to control possible deleterious effluents and to re-establish to some degree pre-disturbance landforms and vegetation. All requirements imposed by any such authorities may be costly, time consuming, and may delay commencement or continuation of exploration or production operations.

Future legislation may significantly emphasize the protection of the environment, and that, as a consequence, the activities of the Company may be more closely regulated to further the cause of environmental protection. Such legislation, as well as future interpretation of existing laws, may require substantial increases in equipment and operating costs to the Company and delays, interruptions, or a termination of operations, the extent of which cannot be predicted.

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Market Factors and Volatility

The marketability of natural resources, which may be acquired or discovered by the Company, will be affected by numerous factors beyond the control of the Company. These factors include market fluctuations in the prices of minerals, the capacity of processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. Future prices of metals cannot be accurately predicted.

Competition

Numerous companies are engaged in the exploration and development of mineral

properties and have substantially greater technical and financial resources than the Company.

Title of Properties

Properties are held under mining concessions, leases or claims granted by the appropriate authorities. In most cases the controlled area does not include surface rights. The surface access is subject to successful negotiations with the owners, subject to the appropriate laws and regulations.

Foreign Operations

The Company has previously completed the sale of its interests in Mexico and has no foreign operations.

Conflicts of Interest

Some of the directors of the Company are also directors of other mining companies that are also engaged in mineral exploration and the acquisition of mineral properties. Situations may arise in connection with potential acquisitions and investments where the interests of these individuals as directors of other companies may conflict with their interest as directors of the Company. These individuals will deal with such matters according to prudent business judgment and the relative financial abilities and needs of the various companies with which they are associated. They have been advised of their fiduciary duties to the Company. Notwithstanding, conflicts of interest among these companies could arise in which the individuals' obligations to or interest in other companies could detract from their efforts on behalf of the Company.

Exploration and Development Risks

Exploration and mining operations are subject to all the hazards and risks typically inherent to the mining industry, any of which could result in damage to life or property, environmental damage and possible legal liability for any or all damage. Personnel are exposed to numerous risks associated with mining, such as unstable geological conditions, and processing of large volumes of materials using mechanized equipment. In addition, there is no certainty that the expenditures to be made by the Company will result in discoveries of commercial quantities of metals.The probability of an individual prospect ever having “reserves” that meet the requirements of Industry Guide 7 is extremely remote, in all probability the properties do not contain any reserves, and any funds spent on exploration will probably be lost. Risk of loss by theft by employees is relatively high and a high degree of security is required to mitigate such loss.

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The Company may become subject to liability for pollution, cave-ins or other hazards against which it cannot insure or against which it may elect not to insure. As the Company does not carry liability insurance, the payment of such liabilities, were they to be incurred, could have a material adverse effect on the Company's financial position.

Currency Fluctuations and Foreign Exchange

The Company uses the United States (US) dollar as its currency of display and measurement. The majority of its transactions are denominated in US dollars.

Taxation Risks

The tax risks of investing in any country could be significant. Tax legislation is evolving and is subject to varying opinions, frequent changes and inconsistent enforcement at the federal, regional and local levels.

Item 1A.   Risk Factors.

This 10-K contains statements concerning our future performance, intentions, objectives, plans and expectations that are or may be deemed to be "forward-looking statements".  Our ability to do this has been fostered by the Private Securities Litigation Act of 1995, which provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. In addition, the Company's status as an exploration and development company without any present revenue producing operations increases the risks involved in an investment in the Company.  These factors affecting us include, but are not limited to, the following:

·

The worldwide economic situation;

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Any change in interest rates or inflation;

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Foreign government changes to laws or regulations related to Company activities;

·

The willingness and ability of third parties to honor their contractual commitments;

·

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;

·

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

·

Volatility of our stock price.

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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 1B.  Unresolved Staff Comments.

None.

Item 2.  Properties.

Introduction

The following is a description of the Company's mineral properties.  

In June 2006, Fischer-Watt acquired a 100% interest in a mineral lease in Pinal County, Arizona. The property has had a history of gold and copper exploration. The Company carried out a surface geochemical survey followed by a shallow depth, air-track drilling program. Four areas of low grade, but pervasive, mineralization has been identified on the property. Three of these areas are primarily mineralized with gold and one with copper.

The Company has been studying whether to carry out further geophysical surveys in order to trace extensions of the mineralized zones.

New Acquisition

On October 2, 2008, the Company entered into a Binding Letter Agreement with Tournigan Energy a Canadian public corporation listed on the TSX Venture Exchange, to acquire its wholly-owned US subsidiary, TUSA. The prime asset in TUSA is its portfolio of uranium–bearing mineral claims and leases on over 54,500 acres in Wyoming, South Dakota and Arizona.

On February 27, 2009, the Company closed its transaction for the acquisition of TUSA and under the closing terms, the Company issued to Tournigan Energy an interest-free promissory note, due August 31, 2009, for $325,327, which was the amount paid by Tournigan Energy for the current year’s Federal mineral claim maintenance fees along with working capital adjustments on the closing date. In addition to this, the Company will also secure the release of, or reimburse Tournigan Energy for, the existing reclamation bonds on the properties in the amount of $930,000 less any applicable reclamation costs. The Company has granted Tournigan Energy a 30% carried interest on each of the existing properties up to the completion of a feasibility study for any project encompassing any of these properties. At that point Tournigan Energy can elect to convert its interest into a 30% contributing working interest or allow its interest to dilute to a 5% net profits interest.

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Peter Bojtos, President, CEO and Chairman of the Board of Fischer-Watt has declared his interest in this transaction since he is also a director of Tournigan Energy. He abstained from voting on all matters in connection with this transaction.

Mineral Claims and Leases

The mineral holdings in TUSA are comprised of 2,445 Federal lode claims covering 50,514 acres in Wyoming, South Dakota and Arizona, along with 27 State leases covering 4,619 acres in Wyoming and Arizona. All the claims and leases are 100% controlled in TUSA and there are no further underlying agreements, payments or royalties other than statutory Federal, State and County fees and production royalties. Annual fees and minimum work requirements to hold these properties amount to approximately $350,000 if the Company chooses to hold all the current properties. The claims were staked by Sweetwater River Resources and Cowboy Explorations of Wyoming who were contracted by TUSA to perform geological services. All the claims and leases are now registered in TUSA’s name

Wyoming

The Wyoming properties consist of 1,571 Federal claims covering 32,457 acres and 3 State leases covering 879 acres distributed in five areas of prospective uranium bearing geology. Some of the properties are close to former producing uranium mines or in-situ recovery (“ISR”) operations. These areas are Cyclone Rim in Sweetwater County; South Pass in Sublette and Fremont Counties;, Alkali Creek and Whiskey Peak in Fremont County; and Shirley Basin in Carbon and Natrona Counties.

Uranium mineralization in Wyoming is chiefly found in “roll fronts”. The roll fronts are crescent-shaped deposits formed in saturated, permeable sandstones. Groundwater flows through these host rocks carrying dissolved uranium and other metals such as iron, molybdenum, vanadium and selenium. These metals precipitate when the groundwater flow crosses the interface from oxidized conditions into reducing conditions in the sandstone and thereby deposit in the crescent-shaped forms.

Cyclone Rim

The largest exploration area in TUSA is in the Cyclone Rim covering 23,097 acres. The claims are located in the northwestern portion of the Great Divide Basin. The area is underlain by rock units of the Wasatch and the Battle Springs Formations, which host uranium mineralization in the eastern Great Divide Basin and at Crooks Gap/Green Mountain located approximately 30 miles west. The general area was explored in the early 1970’s by Union Carbide and Teton Exploration, and in the late 1970’s by Newmont Mining, Rocky Mountain Energy, Western Fuels and Ogle Petroleum. The current claim group was assembled between 2005 and 2008 and it covers an extensive length of potential roll front mineralization from the UT claims in the west and along the CR trend for a further 25 miles of favorable uranium geology. The east end of these claims is approximately 8 miles west of Rio Tinto’s Sweetwater uranium processing mill. That facility is presently on care and maintenance.

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In 2007, TUSA drilled 49 rotary holes on the UT claims to follow up on reports of uranium mineralization located in the area in historic drilling by Rocky Mountain Energy. Holes were drilled on 400 ft. spacing and uranium mineralization was encountered in 15 of the holes. Additionally, TUSA drilled five core holes in order to twin holes containing the most significant mineralization. From the downhole radiometric readings it appears that the mineralization is in at least two shallow roll fronts within about 200 feet below the surface. This could make a deposit in this area amenable to ISR.

In order to carry out an initial test of the 25 mile long CR trend, TUSA carried out a drill program in late 2007/early 2008 where it drilled nine fences of drill-holes to provide cross-sectional information along the trend. Each fence was about 2.5 miles apart and vertical holes were drilled on each fence 400 ft. apart. Several holes with significant intercepts were encountered making the roll front trend in these claims another important target for further exploration.

The Alkali Creek claims, totaling about 2,400 acres, lie about 8 miles north of the UT claims and are adjacent to claims held by Energy Metals Corporation. A reclaimed ISR operation that was operated by Ogle Petroleum is in the immediate vicinity. The Alkali Creek claims encompass historic close-spaced drilling patterns of Teton Energy and Newmont Mining.

South Pass

The 173 claims and 2 leases covering 3,813 acres at South Pass are located along the southeast flank of the Wind River Mountains in the Green River Basin. Exploration was carried out in this area in the late sixties by Federal American Partners, Getty Oil and Gulf Resources. In general they identified widespread low-grade mineralization over portions of a 26 mile long roll front. Two mineralized areas, known as the East Sage and the Brett, were identified at that time. These will be evaluated by Fischer-Watt for the possible application of ISR.

Shirley Basin

The Shirley Basin uranium district is located in the northeastern part of Carbon County, between Casper and Medicine Bow. Uranium was historically produced from four mines beginning in 1959. Utah Construction and Homestake operated underground mines and Petromics developed two open pits. Deposits in the area are hosted in the Wind River Formations of Eocene age.

TUSA holds claims in two areas of Shirley Basin, the MSB block of 132 claims and the NSB block of 45 claims. These 177 claims covering 3,657 acres are at the southern end of the Middle Shirley Basin Trend are in an area of reported uranium mineralization. No exploration has been carried out by TUSA to date.

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South Dakota

In South Dakota, TUSA holds three claim blocks totaling 256 claims over 5,300 acres in an area approximately 8 miles north of the town of Edgemont in the southern Black Hills district. The area covered by these claim blocks were initially held by Union Carbide and the Tennessee Valley Authority as part of a larger block known as the Chord claims. The Chord property encompassed more than 40 small open pits as well as a few underground operations. These operations produced uranium intermittently from the early 1950’s till the late 60’s, supplying ore to a former mill at Edgemont.

The three TUSA blocks are known as the Long, RC and DH claims and are located generally within the Long Mountain structural zone. This northeast trending fault zone, running through the area of the historic Chord claims, is approximately two miles wide, with uranium mineralization being hosted in four sandstone formations. Two of these are in the Cretaceous age Lakota Formations and two are in the overlying sandstone sequences.

The Long claims consist of 141 claims covering 2,800 acres that encompass a 3 mile long by 1 mile wide mineralized trend that includes pre-existing claims controlled by Strathmore Minerals. These cover the historic Viking, Virginia C and Ridge Runner orebodies. The eastern portion of the Long claims surrounds the historic Long Mountain orebodies, some of which are also covered by Strathmore claims.

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Approximately 1 mile east of the Long claims is the 53 claim RC claim block covering 1,100 acres. This area contains two areas of prospective uranium mineralization as well as the Hot Point mineralized area.

The 67 claim DH claim block covers almost 1,400 acres in an area 1 mile south of the RC claims where in 1971 the US Geological Survey reported “widespread low grade mineralization”. Historic production was won from several small pits and at least two small underground operations where the reported average grade was 0.25% U₃O₈ and 0.30% vanadium oxide.

Arizona

TUSA holds 618 Federal lode claims on 12,768 acres in Mohave County , northern Arizona in the area known as the Arizona Strip immediately south of the Utah border. In addition, it also holds 17 State leases over 3,160 acres in Coconino County, lying in an area about 20 miles south of the Grand Canyon. Uranium mineralization in these areas is hosted in “collapse” breccias pipes caused by the collapse of overlying rock strata into solution cavity caverns in the underlying limestones. Uranium mineralization was later deposited in the breccias pipes, at specific favorable horizons, by the action of downward migrating groundwaters carrying dissolved uranium. The deposits are relatively small horizontal tabular deposits, but are among the highest grade deposits in the United States.

The breccias pipes are about 300 feet in diameter on average and are recognized as a circular depression on the surface. There are a lot of these structures in northern Arizona and about 1% of them appear to be mineralized. TUSA’s non-contiguous 54 blocks of claims cover about 80 depressions.

TUSA has carried out extensive field work on the claims in the form of geological mapping along with soil and rock geochemical sampling since geochemical surveys have been shown in the past to be effective in identifying associated uranium mineralization. Based on this work TUSA selected about 20 areas as high priority targets. Several of these targets were followed up with  geophysical surveys in order to map out the vertical shape of the breccias pipes. Audio-frequency magnetotelluric surveys, using both natural source and controlled source, as well as limited seismic surveys were carried out on about 10 of the high priority targets. This was followed up with 11 holes being drilled into 4 targeted pipes for a total of 8,421 feet of drilling. Breccias were encountered in several of the holes and down-hole gamma surveys were carried out. The results are being evaluated to determine what follow-up programs should be planned.

The TUSA properties currently have no reserves and there is no assurance that the projects will advance from their present exploration stage.  All of the exploration on the properties to date have been carried out by Cowboy Explorations of Laramie, Wyoming, a qualified and experienced geological contractor with extensive local geological knowledge. The properties have also been physically examined in the field by Fischer-Watt’s President, Mr. P. Bojtos P.Eng., who is a qualified geologist.

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Cruce Project

The Company, on June 10, 2006, entered into an agreement with private individuals regarding the Cruce exploration project. This property is located in northwest Pinal County, Arizona in T8S, R14E, section 16 and has a history of gold and copper exploration. The Company acquired a 100% interest in the mineral lease for $15,000 and the issuance of 100,000 restricted common shares of its stock. The vendors retain a 2% Net Smelter Return royalty and received an advance royalty of $20,000 on the first anniversary of the agreement; $25,000 on the second anniversary (which has been paid) and can receive $25,000 on subsequent anniversaries. These advance royalties will be deductible from future production royalty payments.

Location

The property is situated on a 560 acre State lease identified as permit number 08- 113008. The Company has staked and now holds 32 additional lode claims, designated as CR 3 – 453, on surrounding BLM ground covering an area of approximately 660 acres. The property lies about 30 miles north of Tucson, AZ. The county maintained Willow Springs Road, accessible year-round from Oracle Junction, crosses the property. A high-voltage transmission line cuts across the property. There is no other infrastructure in the area.

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Geology

Gold mineralization on the property is hosted within faulted blocks in well-altered sections of the pre-Cambrian age Oracle granite.  Stockwork-type gold mineralization has developed within a highly altered, mylonitised, intrusive rock unit now exposed at the surface. To the east, the area is covered by Tertiary age volcanic rocks.

History

Adits, shallow shafts and pits of unknown historic age are in evidence on the property. Early work by prospectors 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.

In the early 1960's the Inspiration Copper Company carried out a 20 hole diamond drilling program in search of copper. Hydrothermally altered rocks containing copper mineralization were encountered but, due to a complicated land situation, Inspiration did not continue its exploration.

In the early 1980's, core drilling north-east of the Hot Boy shaft by a private partnership reportedly intercepted 106 feet of gold mineralization grading 0.044 ounces of gold per ton (oz.Au/t). This included an intercept of 0.153 oz.Au/t from surface to a depth of 24 feet. Strong gold mineralization in this area was further substantiated in 1987 by a reverse circulation drill hole that intersected 0.054 oz.Au/t from a depth of 30 feet to 60 feet. This included a 5 foot interval of 0.198 oz.Au/t.

A work program in 1986 and 87 included surface rock chip and soil sampling on a 200 x 100 foot grid over a 7,000 foot strike length. Approximately 330 rock samples defined several north-south elongate geochemical anomalies exceeding 1 part per million (ppm) gold. Of particular interest, southeast of the Hot Boy shaft, was a 2.6 ppm rock chip zone measuring about 500 feet across in an east-west direction and 1,200 feet north-south. The work program included an 11 hole reverse-circulation drill campaign totaling 705 feet. Highlights of this drilling included 30 feet of 0.054 oz.Au/t, 15 feet of 0.015 oz.Au/t and 30 feet of 0.023 oz.Au/t.

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.

Current Exploration

In July 2007, Fischer-Watt completed its first, limited, soil and rock-chip geochemical survey on the property. This first pass survey, along with geological mapping, covered an area of about 1,000 x 1,500 meters. Over two hundred samples were taken at approximately 20 meter intervals on a sampling grid with 40 meter line spacing.

16

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This survey located two parallel zones of anomalous gold mineralization trending north-northwest and dipping gently to the east, referred to as the East and West Zones. Both these zones appeared to extend beyond the limits of the initial survey grid.

On the east side of the sampling grid the East Zone anomaly, lying immediately adjacent to the Hot Boy shaft, was identified as extending for over 100 meters. Two historical holes drilled some distance to the east intersected gold mineralization near surface, indicating that the surface anomaly dips gently to the east. Further surface geochemical sampling has now extended the East Zone for up to 450 meters along a south-southeast trend from the Hot Boy shaft. The zone ranges in widths from 30 to 70 meters. This is the strongest anomaly defined on the property to date.

In addition, evidence was also found of the possible existence of veins that could represent the feeder system to the stockworks seen in surface outcrops. Follow-up work will be carried out to identify vein systems that may have acted as feeders into the diffuse lower grade mineralization.

Sampling on the west side of the grid identified the West Zone anomaly over a 75 meter width and 250 meter length as a greater than 0.5 parts per million (ppm)gold-in-soil anomaly. A hole in the center of this area, designated as CR-4 and drilled by Freeport Gold Inc. in the early 1990’s, reportedly encountered mineralization grading 0.032 oz.Au/t from surface to a depth of 60 feet. The zone remains open at both its north and south ends and recent sampling indicates that there may be an extension of the zone lying approximately 100 meters to the north.

Further geochemical surveys and geological mapping has resulted in the identification of two additional anomalous zones; the South zone to the southeast of the West zone and the Copper Oxide zone to the southeast of the East zone anomalies.

At the south end of the project area the South Zone has been identified based on the silicification and gossanous textures along contact boundaries of a 2 meter wide aplite dike for a 200 meter length. Continuing north for a further 300 meters is a 75 to 100 meter wide exposure of sheared and brecciated rocks with a lot of old surface workings and prospect pits.

The fourth area, referred to as the Copper Oxide Zone, is a recently identified area where a series of east and southeast dipping faults have been recognized as potential conduits for mineralizing fluids giving rise to a surface geochemical copper anomaly. All the geochemical samples were analyzed for multi-elements by International Plasma Labs Ltd. in Richmond, B.C. Canada.

During the first quarter of 2008, Fischer-Watt carried out its first drill program on the property. The Company used an Air-track drill rig to drill a close-spaced grid of 63 shallow holes to test three of the four anomalous zones; the East, West and Copper Oxide zones. Holes were drilled along a series of east-west oriented lines spaced 30 or 60 meters apart with holes along each line being 10 or 20 meters apart. The holes were about 80 feet in depth with 5,000 feet of drilling being completed. Readers are cautioned that an Air-track drill is used solely as a reconnaissance tool since the hole is unlined which may result in some contamination of samples. However, it provides an excellent, low-cost method of collecting indicative samples.

17

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East Zone

A total of 33 vertical holes were drilled along 8 lines for a total footage of 2,574 feet. Gold mineralization is found within a mylonitised series of shear-faults cutting through the pre-Cambrian age granite. The mineralization has been traced by this drilling for a distance of 700 feet along strike, and down-dip for about 250 feet. To the east, the zone becomes covered by a layer of Tertiary age volcanic rocks where drilling to test the continuation of the zone has not yet been carried out. Continuity of mineralization was good throughout the zone.

Each of the drill holes was approximately 80 feet deep and samples were taken in each hole over 10 foot intervals along the entire length of each hole. Of the 33 holes drilled in this area, 24 of them contained mineralization of at least 0.007 oz.Au/t over 10 feet. Of these, the following 14 vertical holes returned stronger and longer sections of mineralization:

Hole #	oz.Au/t	interval ft.
A-5	0.033	70
A-6	0.017	30
A-8	0.015	60
A-9	0.014	70
A-10	0.022	40
B-5	0.011	50
C-4	0.010	80
C-5	0.020	40
D-3	0.023	40
E-4	0.019	60
E-6	0.026	70
E-8	0.020	50
F-1	0.015	40
F-2	0.017	40

West Zone

A total of 23 holes were drilled along 10 lines for a total footage of 1,802 feet. The geological setting, and the strike and dip of the mineralization, is the same as in the East Zone. This drilling has traced the mineralization along strike for about 800 feet and down-dip for about 250 feet. The zone remains open to the northwest where gossanous outcrops can be seen on the surface. Beyond this area there are numerous surface pits that were dug by earlier prospectors giving an indication that the mineralization continues in this direction.

Of the 23 holes drilled in this zone, 21 of them returned assays with at least 0.007 oz.Au/t over 10 feet. The following 12 holes returned stronger and longer sections of mineralization:

18

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Hole #	oz.Au/t	interval ft.	All holes are vertical unless otherwise noted
M-2	0.014	40
N-1	0.019	50
O-2	0.023	80
O-3	0.036	30
O-4	0.016	60
P-3	0.017	80
R-1	0.015	70	-60 west
S-1	0.027	50	-50 west
T-1	0.018	80
T-2	0.025	80	-60 west
T-3	0.014	40	-60 west
U-1	0.013	70	-65 west

Copper Oxide Zone

A total of 7 holes were drilled along 4 lines for a total of 570 feet in this zone. The continuity of the copper and gold mineralization is good throughout the zone but at sub-economic grades. Hole I-1, which was the hole collared furthest to the east, encountered 0.72 % Cu over 10 feet at a depth of 60–70 feet. A prospective target therefore remains untested here where mineralization is inferred to continue down-dip along the detachment fault.

All the drill samples were analyzed by fire-assay at Jacobs Assay Office in Tucson, AZ.

The results of this drill program indicate that Fischer-Watt has located two zones of pervasive low-grade gold mineralization. Each of these two zones strikes in a northwest direction, has a true thickness of about 50 foot, lies just below the surface, and dips gently to the east at about 30 degrees. Gold mineralization on the Cruce property is therefore in a favorable structural setting that could be amenable to open-pit mining.

The Company’s geophysical consultant, JRA Geophysics, Inc., has reviewed the 4- line induced polarization (“IP”) geophysical survey that had been carried out in 1989 by Freeport McMoRan on the West Zone. In his report the consultant determined that anomalous electrical responses on each of the 4 survey lines indicate that the anomalous area is open to the north, the south, the west and to depth of the West Zone.  The consultant also noted that because of the style of mineralization on the property a more detailed IP survey would be required to define discrete localized higher sulfide and siliceous zones. Such a detailed IP survey is currently being planned out. If this survey meets with success then a further follow-up drill program is envisaged.

19

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The Cruce project currently has no reserves and there is no assurance that the project will advance from its present exploration stage.  All of Fischer-Watt’s exploration on the property to date has been carried out under the supervision of the Company’s geological consultant, Mr. N. Barr, a qualified and experienced geologist with extensive local geological knowledge. The property has also been physically examined in the field on several occasions by the Company’s President, Mr. P. Bojtos P.Eng., who is a qualified geologist.

The work programs to date have cost approximately $95,000, which was funded from the Company’s treasury.

20

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21

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In addition, the Company continues to evaluate other projects for possible acquisition although not as vigorously as previously partly because of the recent acquisition of Tournigan TUSA and partly because of the downturn in world economics. The Company continues to concentrate its interest on projects in the western part of the United States – primarily in the search for gold, copper, zinc or uranium.

Item 3.  Legal Proceedings.

None.

Item 4.  Submission of Matters to a Vote of Security Holders.

No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

              Purchases of Equity Securities.

The Company's common stock trades on the OTC Bulletin Board. The high and low bid quotations were obtained from the National Association of Securities Dealers, Inc. Trading and Market Services report. The quotations below reflect inter-dealer prices without retail markup, markdown or commissions and may not necessarily represent actual trades.

		HIGH BID	LOW BID
Year Ended January 31, 2009
	Quarter ended April 30, 2008	$ 0.04	$ 0.04
	Quarter ended July 31, 2008	0.04	0.04
	Quarter ended October 31, 2008	0.03	0.02
	Quarter ended January 31, 2009	0.03	0.03

Cash Dividends:

Since inception, the Company has not declared nor paid any cash dividends. It retains all earnings from operations for use in expanding and developing it business. Payment of dividends in the future will be at the discretion of the Company's Board of Directors.

Changes in Securities

During the year no common shares were issued.

At the close of the fiscal year there were 656 beneficial holders of common shares. Mr. James M. Seed, a Director of the Company, controls approximately 28% of the outstanding stock, through various trusts.

22

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Item 6.  Selected Financial Data.

Not applicable to smaller reporting company.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of

              Operations.

Mr. Peter Bojtos was appointed Chairman, President, CEO, and acting Chief Financial Officer in 2005.  Mr. Bojtos has been a director since 1996 and is an experienced mining executive with proven management skills, and possesses an international background in all facets of the mining industry, from acquisitions to exploration, production and financing. Mr. Bojtos is a director of several public companies in the mining industry and has been involved for more than 35 years in many senior management and executive positions within the industry.

The Company had no revenue during the year from production as the Company had no properties in production.

For the fiscal year ended January 31, 2009 the Company reported net loss of $315,579 compared to a net income of $752,955 the previous year.  

During the year ended January 31, 2008, the Company received the final two tranches regarding the sale of Montoro. This amounted to $1,490,000 plus fees of $75,000 for extension of closing dates. The final payment was received July 9, 2007.

The Company incurred exploration costs during the year of $65,693 vs.  $152,471 for the year ended January 31, 2008. The current expenditure was primarily on the Cruce plus investigation of other mineral property opportunities. The Company is currently evaluating the extent of exploration it plans to undertake on the Cruce property. It will also be undertaking preliminary work on the properties acquired in TUSA and the extent of its exploration will be dictated by the funding that will be available.

General and administrative expenses for the fiscal year ended January 31, 2009 amounted to $248,163 vs. $669,370 the previous year. General and administrative costs are closely monitored and the Company employs fewer personnel than in the past.

The January 31, 2008 financial statements have been restated to reflect the correction of an error in the amount of $360,000. This amount represents the fair market value of options granted to The Astra Ventures, Inc. The result of this correction was an increase in additional paid-in capital and accumulated deficit of $360,000 at January 31, 2008, an increase in general and administrative and stock option expense, and a reduction of net income in the amount of $360,000 for the year ended January 31, 2008. There was no effect on previously reported net income per share.

23

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The Company also incurred interest expense of $3,111 to related parties vs. $8,383 to related parties the previous year. This payment was related to outstanding loans from a shareholder which at the year end amounted to $110,000.

Liquidity and Financial Condition

The Company had cash on hand at January 31, 2009 of $8,596  vs.  $182,391 the previous year. After receipt of all proceeds from the sale of Montoro and after retirement of certain loans which were outstanding. The Company paid all taxes applicable on Montoro to the Mexican government. For the fiscal year ended January 31, 2008, this amounted to $383,118.

Current liabilities amount to $836,247 vs. $788,399 in the previous year. Loans have increased marginally as a result of additional shareholder loans made during the current year. Current assets amount to $13,098, resulting in a working capital deficit of $823,151 at January 31, 2009. Current liabilities consist of accounts payable and accrued expenses of $116,310, notes payable and shareholder accruals of $ 719,937.

While the working capital deficit of $823,151 indicates an inability to pay its bills and accrued debt, the Company recognizes that current debt to non-affiliates is not significant, being primarily its accounts payable of $ 9,000, and that management will continue to fund this debt. The Company also recognizes its need for additional funding either from equity sales or borrowings to create a more favorable working capital ratio and allow for a more aggressive property acquisition program. The Company also recognizes that there is no assurance that adequate additional financing is either available or achievable on terms acceptable to it.

The Company's financial statements are prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. In the past two years the Company has experienced net income of $437,376, being a loss of $315,579 in 2009 and a net income of $752,955 in 2008.  However, this net income resulted from the sale of Montoro that completed in the fiscal year ended January 31, 2008. As a result of the increased working capital deficit in the current year, the Company’s negative working capital position raises substantial doubt about the Company's ability to continue as a going concern.

The Company did not complete any private placement financing during the fiscal year ended January 31, 2009 nor did it do so in the year ended January 31, 2008. No shares of the Company were issued in the current fiscal year. . The Company will continue to explore options for financing as it addresses its exploration program for 2009 and examines other resource property opportunities.

24

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Other

Management believes that the Company has adequately reserved its reclamation commitments. Management also believes that the Company is substantially in compliance with all environmental regulations.

Management’s primary aim is to acquire an advanced-stage precious and/or base-metal mineral property with a view to developing it into a cash generating, profitable, producing mine. Our chief area of interest is in the southwestern United States and numerous situations have been evaluated over the past year. Management has looked at both high-grade underground projects as well as lower-grade open-pittable ones with a view to completing such a strategic acquisition.

Forward Sales of Precious Metals

The Company does not presently employ forward sales contracts or engage in any hedging activities. Any production would be sold on the spot market that is generally the afternoon closing price for metals on the London Metal Exchange (LME) on the day of delivery. The Company plans to continue this policy with future production.

Statements which are not historical facts contained herein are forward looking statements that involve risks and uncertainties  that could cause actual results to differ from projected results. Such forward-looking statements include statements regarding expected commencement dates of mining or mineral production operations, projected quantities of future mining or mineral production, and anticipated production rates, costs and expenditures, as well as projected demand or supply for the products that FWG and/or FWG Subsidiaries produce, which will affect both sales levels and prices realized by such parties. Factors that could cause actual results to differ materially include, among others, risks and uncertainties  relating to general domestic and international economic and political risks associated with foreign operations, unanticipated ground and water conditions, unanticipated grade and geological problems, metallurgical and other processing problems, availability of materials and equipment, the timing of receipt of necessary governmental permits, the occurrence of unusual weather or operating conditions, force major events, lower than expected ore grades and higher than expected stripping ratios, the failure of equipment or processes to operate in accordance with  specifications  and  expectations, labor relations, accidents, delays in anticipated start-up dates, environmental costs and risks, the results of financing efforts and financial market conditions, and other factors described herein and in FWG's quarterly reports on Form 10-QSB. Many of such factors are beyond the Company's ability to control or predict. Actual results may differ materially from those projected. Readers are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws.

Item 7A.  Quantitive and Qualitive Disclosures About Market Risk.

Not applicable to smaller reporting company.

25

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Item 8.  Financial Statements and Supplementary Data.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Fischer-Watt Gold Company, Inc.

We have audited the accompanying consolidated balance sheets of Fischer-Watt Gold Company, Inc. (an exploration stage Company) as of January 31, 2009 and 2008 and the related consolidated statements of operations, stockholders' (deficit), and cash flows for the years then ended and the exploration stage period of February 1, 2001 to January 31, 2009. These consolidated financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Fischer-Watt Gold Company, Inc. (an exploration stage Company) as of January 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for the years then ended, and the period of February 1, 2001 to January 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has no revenue producing operations, and has working capital and stockholder deficits as of January 31, 2009. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

April 30, 2009

Denver, Colorado

26

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Fischer-Watt Gold Company, Inc.
(An Exploration Stage Company)
Consolidated Balance Sheets
January 31, 2009 and 2008 (Restated)
					2008
			2009		(Restated)
	ASSETS
Current Assets:
	Cash	$	8,596	$	182,391
	Prepaid and other current assets		4,500		48,436
	Total current assets	$	13,096	$	230,827
	LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
	Accounts payable and accrued expenses	$	116,310	$	98,462
	Note payable - shareholders		110,000		30,000
	Accounts payable and accrued expenses - shareholders		609,937		659,937
	Total current liabilities		836,247		788,399
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; 72,866,819 shares issued and outstanding		72,866		72,866
	Additional paid-in capital		16,639,341		16,589,341
	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		(2,194,993)		(1,879,414)
			(823,151)		(557,572)
		$	13,096	$	230,827

See the accompanying notes to the consolidated financial statements

27

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Fischer-Watt Gold Company, Inc.
(An Exploration Stage Company)
Consolidated Statements of Operations
Years Ended January 31, 2009 and 2008 (Restated) and
February 1, 2001 (Inception of Exploration Stage) to January 31, 2009
							February 1, 2001
							(Inception of
					2008		Exploration Stage)
			2009		(Restated)		to January 31, 2009
Revenue		$	-	$	-	$	44,240
Costs and expenses:
	Cost of sales		-		-		50,000
	Exploration		65,693		152,471		882,160
	Writedown of inventory to market value		-		-		125,000
	General and administrative		248,163		669,370		3,044,338
			313,856		821,841		4,101,498
	(Loss) from operations		(313,856)		(821,841)		(4,057,258)
Other income (expense)
	Interest expense		(3,111)		(8,383)		(61,130)
	Relief of payables and other indebtedness		-		-		66,935
	Other income		-		1,565,000		2,389,184
	Interest income		1,388		18,179		24,144
			(1,723)		1,574,796		2,419,133
	Income (loss) before income taxes		(315,579)		752,955		(1,638,125)
Income taxes			-		(383,118)		(556,868)
Net income (loss)		$	(315,579)	$	369,837	$	(2,194,993)
Per share information - basic and fully diluted
Net income (loss) per share
	Basic	$	0.00	$	0.01
	Fully-diluted	$	0.00	$	0.00
Weighted average shares outstanding
	Basic		72,866,819		71,400,016
	Fully-diluted		72,866,819		97,600,016

See the accompanying notes to the consolidated financial statements

28

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Fischer-Watt Gold Company, Inc.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
Years Ended January 31, 2009 and 2008 (Restated) and
February 1, 2001 (Inception of Exploration Stage) to January 31, 2009
								February 1, 2001
								(Inception of
						2008		Exploration Stage)
				2009		(Restated)		to January 31, 2009
Cash flows from operating activities:
	Net income (loss)		$	(315,579)	$	369,837	$	(2,194,933)
	Adjustments to reconcile net income (loss) to net cash
		(used in) operating activities:
		Income from sale of mineral interest		-		(1,490,000)		(2,235,000)
		Writedown of inventory to market    value		-		-		125,000
		Gain on relief of payables and other     indebtedness		-		-		(66,935)
		Depreciation		-		-		7,062
		Issuance of common stock for     services and other non-cash items		-		24,500		207,064
		Stock subscriptions related to    services provided		-		-		82,750
		Stock options issued for services		-		-		75,500
		Stock option expense		-		448,000		554,000
	Changes in assets and liabilities:
		Inventory		-		-		50,000
		Other current assets		43,936		(48,436)		(4,500)
		Accounts payable		17,849		(124)		173,920
		Income taxes payable		-		(173,750)		-
		Accounts payable and accrued     expenses - shareholders		-		(190,461)		555,856
		Total adjustments		61,785		(1,430,271)		(475,283)
		Net cash (used in) operating     activities		(253,794)		(1,060,434)		(2,670,216)
Cash flows from investing activities:
		Proceeds from sale of mineral interest		-		1,490,000		2,235,000
		Net cash provided by investing     activities		-		1,490,000		2,235,000
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		80,000		-		120,500
		Repayment of note payable -    shareholder		-		(713,545)		(1,001,568)
		Capital contribution by shareholder		-		-		689,068
		Net cash provided by(used in)     financing activities		80,000		(713,545)		423,486
(Decrease) in cash and cash equivalents				(173,794)		(283,979)		(11,790)
Cash and cash equivalents, beginning of    period				182,391		466,370		20,387
Cash and cash equivalents, end of period			$	8,596	$	182,391	$	8,596
Supplemental cash flow information:
		Cash paid for interest	$	-	$	-	$	-
		Cash paid for income taxes	$	-	$	383,118	$	556,868
Non cash investing and financing activities:
		Reclassification of capital     contributions to note payable	$	-	$	-	$	864,068
		Conversion of notes payable and    accrued interest to common stock	$	-	$	37,500	$	187,500
		Conversion of amounts due to     shareholders to common stock	$		$	12,500	$	202,500
		Conversion of amounts due to     shareholders upon exercise of
		stock warrants	$	-	$	100,000	$	116,000
		Common shares issued for sto ck     subscriptions	$	-	$	-	$	433,813
		Conversion of amounts due to     affiliate to stock subscription	$	-	$	-	$	131,282
		Purchase of inventory via direct     payment by shareholder	$	-	$	-	$	175,000
		Contribution of accounts payable    and accrued expenses -    shareholder	$	50,000	$	-	$	-

See the accompanying notes to the consolidated financial statements

29

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Fischer-Watt Gold Company, Inc.
(An Exploration Stage Company)
Consolidated Statement of Stockholders' (Deficit)
February 1, 2001 (Inception of Exploration Stage) to January 31, 2009
					Accumulated (Deficit)
					Prior to	During
	Common Stock		Additional	Capital Stock	Exploration	Exploration
	Shares	Amount	Paid in Capital	Subscribed	Stage	Stage	Total
Balance, February 1, 2001	44,398,384	$       44,398	$    14,476,921	$         41,250	$ (15,353,115)	$              -	$  (790,546)
Contribution to capital	-	-	263,263	-	-	-	263,263
Issuance of subscribed shares	825,000	825	40,425	(41,250)	-	-	-
Issuance of stock for services at $0.03     per share	1,000,000	1,000	24,000	-	-	-	25,000
Net (loss)	-	-	-	-	-	(634,552)	(634,552)
Balance, January 31, 2002	46,223,384	46,223	14,804,609	-	(15,353,115)	(634,552)	(1,136,835)
Contribution to capital	-	-	271,305	-	-	-	271,305
Issuance of stock options for services	-	-	75,500	-	-	-	75,500
Issuance of stock for services at $0.10     per share	250,000	250	24,750	-	-	-	25,000
Stock subscriptions for cash at $0.03     per share	-	-	-	30,000	-	-	30,000
Stock subscriptions for services at $0.04     per share	-	-	-	12,750	-	-	12,750
Net (loss)	-	-	-	-	-	(586,422)	(586,422)
Balance, January 31, 2003	46,473,384	46,473	15,176,164	42,750	(15,353,115)	(1,220,974)	(1,308,702)
Contribution to capital	-	-	129,500	-	-	-	129,500
Issuance of subscribed shares	1,000,000	1,000	29,000	(30,000)	- -	-	-
Discount on stock issued to affiliates	-	-	57,000	-	- -	-	57,000
Stock subscriptions for cash at $0.02     to $0.14 per share	-	-	-	166,282	- -	-	166,282
Issuance of stock for cash at $0.04 per share	3,169,000	3,169	114,035	-	- -	-	117,204
Net (loss)	-	-	-	-	- -	(561,865)	(561,865)
Balance, January 31, 2004	50,642,384	50,642	15,505,699	179,032	(15,353,115)	(1,782,839)	(1,400,581)
Reclassification of subscription	-	-	(12,560)	12,560	-	-	-
Issuance of subscribed shares	1,906,727	1,407	156,435	(157,842)	-	-	-
Issuance of stock for options	500,000	500	4,500	(5,000)	-	-	-
Contribution to capital	-	-	25,000	-	-	-	25,000
Issuance of stock and subscription for    services at $0.08 per share	20,000	20	1,580	70,000	-	-	71,600
Issuance of stock for cash at $0le .07 per share	400,000	900	27,411	-	-	-	28,311
Stock subscriptions for cash at    $0.05 to $0.10 per share	-	-	-	154,971	-	-	154,971
Net (loss)	-	-	-	-	-	(474,858)	(474,858)
Balance January 31, 2005	53,469,111	53,469	15,708,065	253,721	(15,353,115)	(2,257,697)	(1,595,557)
Reclassification of capital to shareholder loan	-	-	(864,068)	-	-	-	(864,068)
Contribution to capital	-	-	50,500	-	-	- -	50,500
Issuance of subscribed shares	3,392,308	3,392	237,579	(240,971)	-	- -	-
Issuance of stock for services at $0.05     per share	505,400	505	24,765				25,270
Issuance of stock for cash at $0.04 per share	5,800,000	5,800	244,200	-	-	- -	250,000
Issuance of stock in settlement of debt at     $0.05 per share	6,000,000	6,000	294,000	-	-	-	300,000
Net (loss)	-	-	-	-	-	(225,025)	(225,025)
Balance January 31, 2006	69,166,819	69,166	15,695,041	12,750	(15,353,115)	(2,482,722)	(2,058,880)
Contribution to capital	-	-	75,000	-	-	-	75,000
Issuance of stock in settlement of shareholder
payable at $0.10 per share	400,000	400	39,600	-	-	-	40,000
Issuance of stock for services at $0.07     per share	550,000	550	37,950	-	-	-	38,500
Issuance of stock options for services	-	-	106,000	-	-	-	106,000
Exercise of stock warrants at $0.04 per share	400,000	400	15,600	-	-	-	16,000
Net income	-	-	-	-	-	233,471	233,471
Balance January 31, 2007	70,516,819	70,516	15,969,191	12,750	(15,353,115)	(2,249,251)	(1,549,909)
Issuance of stock in settlement of shareholder
payable at $0.05 per share	250,000	250	12,250	-	-	-	12,500
Issuance of stock in settlement of note payable
at $0.05 per share	750,000	750	36,750	-	-	-	37,500
Issuance of stock for services at $0.07     per share	350,000	350	24,150	-	-	-	24,500
Issuance of stock options for services	-	-	448,000	-	-	- -	448,000
Exercise of stock options at $0.10 per share	1,000,000	1,000	99,000	-	-	- -	100,000
Net income	-	-	-	-	-	369,837	369,837
Balance January 31, 2008 (Restated)	72,866,819	72,866	16,589,341	12,750	(15,353,115)	(1,879,414)	(557,572)
Contribution to capital	-	-	50,000	-	-	-	50,000
Net (loss)	-	-	-	-	-	(315,579)	(315,579)
Balance January 31, 2009	72,866,819	72,866	$    16,639,341	$             12,750	$ (15,353,115)	$(2,194,993)	$   (823,151)

See the accompanying notes to the consolidated financial statements

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FISCHER-WATT GOLD COMPANY, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2009 AND 2008

Note 1.  Accounting Policies

Business Activities

Fischer-Watt Gold Company, Inc. ("Fischer-Watt" or the "Company"), and its subsidiaries are engaged in the business of mining and mineral exploration.  This includes locating, acquiring, exploring, improving, leasing and developing mineral interests, primarily in the field of metals.

Principles of Consolidation

The consolidated financial statements include the accounts of Fischer-Watt and its majority owned subsidiaries. Ownership interests in corporations where the Company maintains significant influence over but not control of the entity are accounted for under the equity method.  Joint ventures involving non-producing properties are accounted for at cost.

Cash and Cash Equivalents

For purposes of balance sheet classification and the statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Mineral Interests

The Company has adopted the provisions of EITF 04-2, "Whether Mineral Rights are Tangible or Intangible Assets", and FSP FAS 141-1 and 142-1, which concluded that mineral rights are tangible assets.  Accordingly, the Company capitalizes certain costs related to the acquisition of mineral rights.

Exploration and development costs are expensed as incurred unless proven and probable reserves exist and the property is a commercially mineable property.  Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are also capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded.

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The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Statement of Financial Accounting Standards (SFAS) 144, "Accounting for Impairment or Disposal of Long-Lived Assets."

Property, Plant & Equipment

Property, plant and equipment are stated at cost. Depreciation on mining assets is provided by the units of production method by reference to the ratio of units produced to total estimated production (proven and probable reserves).

Depreciation on non-mining assets is provided by the straight-line method over the estimated service lives of the respective assets.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services based on the fair value of the equity instruments issued and accounts for equity instruments issued to other than employees based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable.

The Company follows SFAS 123, “Accounting for Stock-Based Compensation,” requiring the Company to provide compensation costs for the Company’s stock option plans determined in accordance with the fair value based method prescribed in SFAS 123(R), as amended. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the service period, if any, of the stock option.

Revenue Recognition

Sales revenue is recognized upon the production of metals having a fixed monetary value.  Metal inventories are recorded at estimated net realizable value, except in cases where there is no immediate marketability at a quoted market price, in which case they are recorded at the lower of cost or net realizable value.

Gains on the sale of mineral interests include the excess of the net proceeds from sales over the Company's net book value in that property.

Generative exploration program fees, received as part of an agreement whereby a third party agrees to fund a generative exploration program in connection with mineral deposits in areas not previously recognized as containing mineralization in exchange for the right to enter into a joint venture in the future to further explore or develop specifically identified prospects, are recognized as revenue in the period earned.

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Foreign Currency Translation

The Company accounts for foreign currency translation in accordance with the provisions of SFAS 52, "Foreign Currency Translation". The assets and liabilities of any foreign subsidiaries 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 which the foreign subsidiary was owned. The related translation adjustments are reflected in the accumulated translation adjustment section of stockholders' (deficit).

Environmental and Reclamation Costs

The Company currently has no active reclamation projects at its past drilling sites having completed all such work.  Expenditures relating to ongoing environmental and reclamation programs would either be expensed as incurred or capitalized and depreciated depending on the status of the related mineral property and their future economic benefits. The recording of provisions generally commences when a reasonably definitive estimate of cost and remaining project life can be determined.

Income Taxes

The Company accounts for income taxes in accordance with the provisions of SFAS 109 "Accounting for Income Taxes". SFAS 109 requires the recognition of deferred income taxes to provide for temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred taxes are measured using enacted tax rates in effect in the years in which the temporary differences are expected to reverse.

Concentration of Credit Risk

The Company maintains cash in accounts which may, at times, exceed federally insured limits.  To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations.

The Company will sell most of its metal production to a limited number of customers. However, due to the nature of the metals market, the Company is not dependent upon a significant customer to provide a market for its products.

Although the Company could be directly affected by weakness in the metals processing business, the Company monitors the financial condition of its customers and considers the risk of loss to be remote.

Inventory

Inventory is valued at the lower of cost or market on a first-in first-out basis. The Company had no inventory on hand at January 31, 2009 or 2008.

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Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2009 and 2008. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid and other current assets, accounts payable and accrued expenses, and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

Impairment of Long Lived Assets

Long-lived assets and certain identifiable intangibles held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired.

Management has not identified any material impairment losses as of the date of these financial statements.

Loss Per Share

The Company calculates net income (loss) per share as required by SFAS 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 when they are anti dilutive, common stock equivalents are not considered in the computation.

Segment Information

The Company follows SFAS 131, "Disclosures about Segments of an Enterprise and Related Information." Certain information is disclosed, per SFAS 131, based on the way management organizes financial information for making operating decisions and assessing performance.  The Company currently operates in a single business segment and will evaluate additional segment disclosure requirements as it expands its operations.

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Restatement

The January 31, 2008 financial statements have been restated to reflect the correction of an error in the amount of $360,000. This amount represents the fair market value of options granted to The Astra Ventures Inc. The result of this correction was an increase in additional paid-in capital and accumulated deficit of $360,000 at January 31, 2008, an increase in general and administrative and stock option expense, and a reduction of net income in the amount of $360,000 for the year ended January 31, 2008. There was no effect on previously reported net income per share.

Recent Pronouncements

In December 2007, the FSAB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51. “SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance will become effective on February 1, 2009. Management is currently evaluating the impact of adopting this statement.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141R). This statement replaces SFAS 141, Business Combinations. The statement provides guidance for how the acquirer recognizes and measures the identifiable assets acquired, liabilities assumed and any non-controlling interest in the acquiree. SFAS 141R provides for how the acquirer recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase. The statement determines what information to disclose to enable users to be able to evaluate the nature and financial effects of the business combination. The provisions of SFAS 141R are effective as of February 1, 2009 and do not allow early adoption. Management is currently evaluating the impact of adopting this statement.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an Amendment of FASB Statement No. 133” (“SFAS 161”), which becomes effective for periods beginning after November 15, 2008. This standard changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Management is currently evaluating the impact of adopting this statement.

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In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS 162”), which identifies the sources of accounting and the framework for selecting the principles to be used in the preparation of financial statements that are presented in conformity with US GAAP. SFAS 162 will be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”.

Note 2.  Financial Condition, Liquidity, and Going Concern

At January 31, 2009, the Company had stockholders’ and working capital deficits of $823,151 and an accumulated deficit of $17,548,108. In addition, the Company has no revenue producing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

During 2005, the Company entered in to an agreement to sell its holding in a property located in Mexico. This transaction completed on July 9, 2007, and the Company no longer holds any interest in Mexico other than a possible future royalty.

The ability of the Company to achieve its operating goals and thus positive cash flows from operations is dependent upon its ability to acquire a mineral property and ultimately achieve production status, 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, and exploration activity with respect to mineral properties. While the Company has been successful in capital raising endeavors in the past, there can be no assurance that its future efforts and anticipated operations 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.

Note 3.  Notes Payable - Shareholders

In 2004, a shareholder advanced $175,000 to the Company by the direct payment for the Company’s gemstone inventory. During the year ended January 31, 2008, this loan plus accrued interest was fully repaid.

In 2005, another shareholder advanced $30,000 to the Company for working capital purposes and to assist in identification of new mining properties.  This loan bears interest at 5% per annum and is due on demand.    During the year ended January 31, 2009, the shareholder advanced an additional $80,000 under substantially identical terms.  Subsequent to year-end, the shareholder advanced an additional $20,000 and the interest rate on all advances was increased to 10%.

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On December 5, 2005, the Company agreed to repay prior capital contributions made by a Company controlled by a shareholder in the amount of $864,068 in exchange for the Company’s 21.6% joint venture interest in the La Balsa property. During the year ended January 31, 2008, this loan was fully repaid.

Note 4.  Stockholders' (Deficit)

During the year ended January 31, 2002, a shareholder contributed $263,263 to the capital of the Company to be used primarily for the identification and assessment of mining properties.  The Company issued 825,000 shares of common stock which had been subscribed for in a prior year.  The Company issued 1,000,000 shares of common stock in exchange for consulting services, which were valued at their fair market value of $25,000.

During the year ended January 31, 2003, a shareholder contributed $271,305 to the capital of the Company to be used primarily for the identification and assessment of mining properties.  The Company issued 250,000 shares of common stock in exchange for consulting services, which were valued at their fair market value of $25,000.  During the year ended January 31, 2003, the Company received cash aggregating $30,000 related to a stock subscription for 1,000,000 common shares from a director. In addition, the Company agreed to issue 325,000 shares of common stock for services. These shares were valued at their fair market value of $12,750 and charged to operations during the year ended January 31, 2003.

During the year ended January 31, 2004, a shareholder contributed $129,500 to the capital of the Company to be used primarily for the identification and assessment of mining properties.  The Company issued an aggregate of 3,169,000 shares of common stock for cash of $117,204.  In addition, the Company accepted stock subscriptions for 1,300,000 shares of common stock for cash of $35,000 and 937,727 shares of common stock for the forgiveness of salary due to an officer of $131,282. One of the cash subscriptions for 1,050,000 shares is with an affiliate and the discount on the shares from fair market value of $31,500 has been charged to operations during the year ended January 31, 2004.

During the year ended January 31, 2005, a shareholder contributed $25,000 to the capital of the Company to be used primarily for the identification and assessment of mining properties.  The Company issued 1,906,727 shares of common stock for stock subscriptions of $157,842. The Company issued 400,000 shares of common stock for cash aggregating $28,311. In addition, certain affiliates exercised options to purchase 500,000 shares of common stock for $5,000. The Company also issued 20,000 shares of common stock for services and recorded a subscription for 875,000 shares of common stock valued at fair market value of $70,000 for services. In addition the Company received $154,971 for stock subscriptions.

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During the year ended January 31, 2006, the Company issued 3,392,308 shares of common stock for stock subscriptions of $239,971. The Company issued 5,800,000 shares of common stock for cash aggregating $250,000. In addition, loans outstanding in the amount of $250,000 were converted to 6,000,000 shares of common stock.  The Company issued 505,400 shares of common stock for services valued at fair market value of $25,270.  In addition, $864,068 of capital contributions made by a Company controlled by a shareholder in prior years were reclassified as notes payable and fully repaid during the current year.

During the year ended January 31, 2007, the Company issued 400,000 shares of common stock at $0.10 per share in settlement of amounts due to a shareholder.The Company issued 550,000 shares of common stock for services valued at fair market value of $38,500, and issued options valued at $106,000.  In addition, a shareholder exercised warrants to purchase 400,000 shares of common stock at $0.04 per share, reducing amounts owed by the Company in the amount of $16,000.

During the year ended January 31, 2008, the Company issued 1,000,000 warrants which were exercised in settlement of amounts due to a shareholder.

During the year ended January 31, 2008, two directors exercised stock options for a total of 1,000,000 shares of common stock at $0.05 per share in exchange for debt of $50,000. In addition the Company issued 350,000 shares of common stock for services valued at fair market value of $24,500.

During the year ended January 31, 2009, a shareholder forgave accounts payable and accrued expenses in the amount of $50,000.  This amount was recorded as a contribution to capital.

Note 5.  Common Stock Options and Warrants

The Company's Stock Option Plan states that the exercise price of each option will be granted at an amount that equals the market value at the date of grant. All options vest at a time determined at the discretion of the Company's Board of Directors. All options expire if not exercised within 10 years from the date of grant, unless stated otherwise by the Board of Directors upon issuance.

Effective February 1, 2007, the Company implemented the rules of SFAS 123(R), “Accounting for Stock-Based Compensation,” which requires the Company to expense as compensation the value of options granted under the Company's stock option plan as determined in accordance with the fair value based method prescribed in SFAS 123(R).  The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model.

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During the year ended January 31, 2008, stock options were granted to purchase 2,000,000 shares of common stock at an exercise price of $0.10 per share and a term of 5 years. The Company also extended the option expiry date for two directors on options for 1,000,000 shares to June 30, 2009.

During the year ended January 31, 2009, no stock options were granted nor were there any exercised.

The following table summarizes the stock option activity:

		Weighted-average
	Stock Options	Price per share
Outstanding January 31, 2007	16,300,000	$0.28
Granted	2,000,000	$0.10
Exercised	(1,000,000)	$0.05
Expired	(900,000)	$0.05
Outstanding January 31, 2008 and 2009	16,400,000	$0.28

The following table summarizes information about fixed-price stock options at January 31, 2009:

		Options Outstanding		Options Exercisable
		Weighted-	Weighted-	Weighted-
		Average	Average	Average
Range of	Number	Contractual	Exercise	Number	Exercise
Prices	Outstanding	Life	Price	Exercisable	Price
$0.05	1,000,000	0.5 yrs	$0.05	1,000,000	$0.05
$0.115	750,000	0.5 yrs	$0.115	750,000	$0.115
$0.10	2,650,000	2.5 yrs	$0.10	2,650,000	$0.10
$0.10	2,000,000	3.5 yrs	$0.10	2,000,000	$0.10
$0.30-$0.60	10,000,000	4.7 yrs	$0.40	10,000,000	$0.40
TOTAL	16,400,000			16,400,000

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Note 6.  Income Taxes

The components of net (loss) before taxes for the Company's domestic and foreign operations were as follows:

January 31,	2008	2007
Domestic	$(315,579)	$ (812,045)
Foreign	--	1,565,111
Net income before taxes	$ (315,579)	$   752,955

The difference between the federal statutory tax rate and the effective tax rate on net income before taxes is as follows:

January 31,	2009	2008
Federal statutory rate	(34.0)%	(34.0)%
Increase in net deferred tax asset     valuation allowance	34.0	34.0
	0.0%	0.0%

The Company has federal tax loss carry forwards of approximately $7.685 million at January 31, 2009, which expire through 2029. The principal difference between the net operating loss for income tax purposes and the net operating loss per the Company's books results from losses incurred in a foreign country of approximately $8 million and expired loss carry forwards.

The deferred tax asset of approximately $2.5 million resulting from the net operating loss carry forwards is entirely offset by a valuation allowance as management does not believe the Company has met the "more  likely than not" standard imposed by SFAS 109 to allow recognition of a net deferred tax asset.

Note 7.  Transactions With Related Parties

During the year ended January 31, 2008, the Company completed the sale of all of its interest in Minera Montoro to Rogue River Resources Inc.(“Rogue River”). In order to effect the sale to Rogue River, the Company repurchased the 21.6% interest in the La Balsa property held by The Astra Ventures, Inc., a Company controlled by a Director and former Chairman of the Company. The Company has repaid to The Astra Ventures, Inc. the sum of $864,068 which was the amount originally advanced to acquire the 21.6% interest in the La Balsa property.

During the year ended January 31, 2008, a total of $190,461 was paid to two shareholders for accounts payable and accrued expenses. Another shareholder converted debt of $12,500 to exercise options at $0.05 per share and additional debt of $100,000 to exercise of warrants at $0.10 per share. Another shareholder exercised options of 750,000 shares at $0.05 per share for debt reduction of $37,500. Notes payable of $175,000 plus accrued interest $24,383 due to a shareholder, were retired during the year.

During the year ended January 31, 2009, a shareholder forgave accounts payable and accrued expenses in the amount of $50,000.  This amount was recorded as a contribution to capital.

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Note 8.  Subsequent Events

Subsequent to January 31, 2009, a shareholder advanced the Company $20,000. The advances are due on demand and bear interest at 10% per annum.

On February 27, 2009 the Company completed the acquisition of Tournigan USA Inc., a private Wyoming corporation whose prime asset is its 100% control over a portfolio of mineral claims and leases on over 55,000 acres covering prospective uranium geology in Wyoming, South Dakota and Arizona. The Company has delivered an unsecured, interest-free promissory note, due August 31, 2009 to Tournigan Energy Ltd. (Tournigan Energy”) of Vancouver, Canada, in the amount of $325,327. The Company will also secure the release of, or reimburse Tournigan Energy, for the existing reclamation bonds in the amount of $930,000 less any applicable reclamation costs.

On March 2, 2009 the Company entered into a financial consulting agreement with Baxter Capital Advisors Inc. working in conjunction with RedChip Securities Inc. The initial term of this non-exclusive engagement is for six months for a fee of 185,000 shares of restricted common stock of the Company.

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Item 9.  Changes in and Disagreements With Accountants on Accounting and Financial

              Disclosure.

The Company retains Stark Winter Schenkein & Co., LLP as its principal independent auditor. There has been no disagreement between the parties during the fiscal year.

Item 9A(T).  Controls and Procedures.

(a)

We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  As of January 31, 2009, under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures.  Based on that evaluation, the Chief Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures were effective.  

As permitted by applicable SEC rules, this report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.  Management's report, which is included in Item 8 above, was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

(b)

There were no changes in our internal control over financial reporting during the quarter ended January 31, 2009, that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B.  Other Information.

None.

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PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

The following table sets forth information regarding the directors and executive officers of the Company.

Name	Age	Position
Peter Bojtos	60	Director
		Chairman, President & CEO
James M. Seed	68	Director
George Beattie	81	Director
Gerald D. Helgeson	75	Director
		Secretary
William Rapaglia	62	Director

All of the directors have been elected for a term of one year or until a successor is elected. Directors are subject to election annually by the shareholders. Directors are elected by a simple majority of the shareholders.

The position of Chief Financial Officer has been vacant since the resignation of Ms. Michele Wood on April 13, 1998. The duties of the CFO are fulfilled by other Company executives and contract accountants. The Audit Committee is composed of Messrs. Helgeson and Seed who are both independent directors. Each of these directors is financially literate but none of them is a financial expert.

There are no family relationships by blood, marriage or adoption among any of the officers or significant employees of the Company.

PETER BOJTOS

Peter Bojtos, P. Eng. was born on March 26, 1949 and received a Bachelor of Science Honors degree in Geology from Leicester University, England. He has an extensive background in the mining industry, with over 35 years in exploration, production and corporate management. He is currently a Director of several other natural resource companies.

Following a 12 year career at Kerr Addison Mines, Limited, where he was latterly Vice-President – Corporate Development, Mr. Bojtos in 1992 became President and Chief Executive Officer of Consolidated Nevada Goldfields Corporation. From August 1993 until 1995, Mr. Bojtos was President and Chief Executive Officer of Greenstone Resources Ltd.

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Mr. Bojtos became a Vice President and Vice Chairman of the Board of Directors of Fischer-Watt in April 1996 and became Chairman, President and CEO, and acting Chief Financial Officer of the Company on August 4, 2005.

JAMES M. SEED

James Seed was born on April 4, 1941. He is a graduate of Brown University (1963) and received his MBA from Stanford University in 1965. He is Chairman, President and Owner of The Astra Ventures Inc. and The Astra Projects Inc., both privately owned land development companies. He has been with these companies since 1979.

From November 1979 to May 1989, he was the President and Owner of Buffinton Box Company. From February 1971 to November 1979, Mr. Seed was with Fleet Financial Group, spending his last two years there as Treasurer of the Corporation. Mr. Seed was a Commissioner of Rhode Island Investment Commission and was a Trustee of The Galaxy Funds, an $8.4 billion family of 33 mutual funds. He was a Trustee of Brown University from 1984 to 1990.

Mr. Seed has been a Director of Fischer-Watt since June 1, 1996. Mr. Seed stepped down as Chairman of the Board of Directors on August 4, 2005.

GEORGE BEATTIE

George Beattie, born November 22, 1927, has an Engineer of Mines degree from the Colorado School of Mines. He has been active in the mineral industry since 1960, working up from front line supervisory positions to Director of Mining for Callahan Mining Corporation and General Manager, Western Mines for United Nuclear Corp. In 1980, Mr. Beattie formed Mineral Advisors, Inc. a consulting firm offering expertise in the development and management of mineral projects.

He is also recognized as an expert in the application of explosives, and has served as a consultant for Western States Energy in the Pacific Northwest. Mr. Beattie has been a director since August 27, 1993 and was President and CEO of the Company until his retirement on August 4, 2005.

GERALD D. HELGESON

Gerald Helgeson was born in St. Cloud, Minnesota on October 3, 1933. After graduating from the University of Minnesota in 1955, Mr. Helgeson founded Jack Frost, Inc., which became the largest integrated poultry complex in the Upper Midwest. In addition, Mr. Helgeson was a member of the Young Presidents Organization. Mr. Helgeson has been a director of the Company since March 14, 1994.

WILLIAM J. RAPAGLIA

William J. Rapaglia has over twenty years experience in real estate, acquisitions, constructions and development. Since 1995, Mr. Rapaglia has been involved with the management, direction, growth and development of both private and public companies.

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Since 1997, he has been involved in the mining industry. Mr. Rapaglia has been a director of Fischer-Watt since October 10, 2003.Since 2003, Mr. Rapaglia has also been CEO and Chairman of the Board of a privately held Defense Contracting Company.

Item 11.  Executive Compensation.

The following Summary Compensation Table sets forth the compensation of the named executive officers of the Company for each of the two fiscal years ended January 31, 2008 and 2009 which was paid by the Company.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)	Total
Peter Bojtos	2008	$92,953	NIL	$17,500	(i)	NIL	$110,453
President and Chief    Executive Officer	2009	$95,004	NIL	NIL	NIL	NIL	$  95,004

(i)

P.Bojtos was granted an option of 300,000 shares at $0.10 as a director

The following table sets out information as to securities underlying outstanding exercisable options for each named executive officer of the Company as of January 31, 2009.

Name	Number of Shares Underlying Options (#) Exercisable	Option Exercise Price ($)	Option Expiration Date
Peter Bojtos	100,000	0.115	7/31/2009
	500,000	0.10	7/27/2011
	300,000	0.10	5/27/2011

There are no warrants outstanding at January 31, 2009.

The directors were not paid any compensation during the fiscal year ended January 31, 2009. The following table sets forth information as to the compensation paid to the directors of the Company during the fiscal year ended January 31, 2008.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards (#)	All Other Compensation
Peter Bojtos	NIL	NIL	300,000	NIL
James M. Seed	NIL	NIL	300,000	NIL
George Beattie	NIL	NIL	300,000	NIL
Gerald D. Helgeson	NIL	NIL	300,000	NIL
William Rapaglia	NIL	NIL	300,000	NIL

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Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related

               Stockholder Matters.

The following table sets forth information with respect to the persons known to the Company to be the beneficial owners of more than 5% of any class of the Company’s voting securities at April 30, 2009:

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Cede & Co. P.O. Box 222 New York, NY  10274	40,171,210 Shares Owned indirectly (1)	55.1%
Common Stock	Peter Bojtos 2582 Taft Court Lakewood, CO  80215	6,188,267 shares Owned directly and indirectly (2)	8.4% (3)
Common Stock	George Beattie 19507 East Shannon Ave. Spokane Valley, WA 99016	4,738,727 shares Owned directly and indirectly (4)	6.4% (5)
Common Stock	James M. Seed 50 South Main Street Providence, RI 02903	30,966,600 shares Owned directly and indirectly (6)	37.0% (3)

(1)

Cede & Company is a brokerage clearing company.

(2)

Includes 4,288,267 shares beneficially owned, 900,000 shares underlying outstanding stock options which are exercisable within 60 days, and 1,000,000 shares owned by Mr. Bojtos’ spouse, as to which shares he may be deemed to have beneficial ownership.

(3)

Percentage calculated on the basis of 73,766,819 shares of the Company's common stock issued and outstanding which includes: (i) 72,866,819 shares of common stock issued and outstanding as of April 30, 2009; and (ii) 900,000 stock options issued which are immediately exercisable for shares of Common Stock.

(4)

Includes 938,727 shares beneficially owned, 900,000 shares underlying outstanding stock options which are exercisable within 60 days, and 2,900,000 shares owned by Mr. Beattie’s spouse as to which shares Mr. Beattie may be deemed to have beneficial ownership.

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(5)

Percentage calculated on the basis of 73,766,819 shares of the Company’s common stock issued and outstanding which includes: (i) 72,866,819 shares of common stock issued and outstanding as of April 30, 2009; and (ii) 900,000 options issued to Mr. Beattie which are immediately exercisable for shares of Common Stock.

(6)

Includes20,066,600 shares beneficially owned directly and through various related companies and trusts, 900,000 shares underlying outstanding stock options which are exercisable within 60 days, and (3)10,000,000 options issued to The Astra Ventures Inc, a company controlled by Mr. Seed, which are immediately exercisable for shares of Common Stock.

(7)

Percentage calculated on the basis of 83,766,819 shares of the Company’s common stock issued and outstanding which includes: (i) 72,866,819 shares of common stock issued and outstanding as of April 30, 2009; (ii) 900,000 options issued to Mr. Seed which are immediately exercisable for shares of Common Stock; and (iii) 10,000,000 options issued to The Astra Ventures, Inc. which are immediately exercisable for shares of Common Stock.

The following table sets forth information as to the beneficial ownership of each class of the Company’s equity securities beneficially owned by the Company’s directors and executive officers as of April 30, 2009:

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Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Peter Bojtos 2582 Taft Court Lakewood, CO  80215	6,188,267 shares Owned directly and indirectly (1)	8.4% (2)
Common Stock	George Beattie 19507 East Shannon Ave. Spokane Valley, WA 99016	4,738,727 shares Owned directly and indirectly (3)	6.4% (4)
Common Stock	James M. Seed 50 South Main Street Providence, RI 02903	30,966,600 shares Owned directly and indirectly (5)	37.0% (7)
Common Stock	Gerald D. Helgeson 3770 Poppy Lane Fallbrook, CA 92028	1,800,000 shares Owned indirectly(8)	2.4%(10)
Common Stock	William Rapaglia 1821 Hillandale Road Durham, NC 27705	1,905,400 shares Owned directly(9)	2.6%(10)
Common Stock	All Officers and Directors of the Company as a Group (5 persons)	45,598,994	51.6%(11)

__________________

(1)

See footnote (2) to first beneficial ownership table under Item 12.

(2)

See footnote (3) to first beneficial ownership table under Item 12.

(3)

See footnote (4) to first beneficial ownership table under Item 12.

(4)

See footnote (5) to first beneficial ownership table under Item 12.

(5)

See footnote (6) to first beneficial ownership table under Item 12.

(6)

See footnote (7) to first beneficial ownership table under Item 12.

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(8)

Includes 400,000 shares and 1,400,000 shares underlying outstanding stock options which are exercisable within 60 days owned by Mr. Helgeson’s spouse, as to which shares Mr. Helgeson may be deemed to have beneficial ownership.

(9)

Includes 505,400 shares beneficially owned and 1,400,000 shares underlying outstanding stock options which are exercisable within 60 days.

(10)

Percentage calculated on the basis of 74,266,819 shares of the Company’s common stock issued and outstanding which includes: (i) 72,866,819 shares of common stock issued and outstanding as of April 30, 2009, and (ii) 1,400,000 options issued which are immediately exercisable for shares of common stock.

(11)

Percentage calculated on the basis of 88,366,819shares of the Company’s common stock issued and outstanding which includes: (i) 72,866,819 shares of common stock issued and outstanding as of April 30, 2009; and (ii) 15,500,000 options issued which are immediately exercisable for shares of Common Stock.

Item 13.   Certain Relationships and Related Transactions, and Director Independence.

During the year, the sale of Montoro in Mexico was completed. In order to carry out the transaction, the Company reacquired the interest held by Astra, a company controlled by a Director that in turn had advanced funds in the amount of $864,068 for an interest of 21.6% in La Balsa. The Company assumed the liability of $864,068 due to Astra and this amount has been repaid.  Additionally the Company agreed to compensate Astra with share purchase options of 4,000,000 restricted common shares at $0.30 per share, expiring Dec 5, 2010; 4,000,000 restricted common shares at $0.40 per share, expiring Dec 5, 2012; and 2,000,000 restricted common shares at $0.60 per share, expiring Dec 5, 2015.

Due to severe cash shortages in recent years, executives of the Company had been deferring the payment of their fees and expenses and had loaned money to the Company. Mr. George Beattie, former President and Chief Executive Officer, is owed $296,667 for fees; Mr. Peter Bojtos, Chairman, President and CEO, is owed $ 225,606 for fees , loans and accrued interest and $91,761 for expenses. In addition, subsequent to the year-end, Peter Bojtos loaned the Company an additional $20,000. The loans, in the form of Demand Loans, accrue interest at a rate of 10% per annum compounded annually.

Item 14.  Principal Accounting Fees and Services.

The Company's board of directors reviews and approves audit and permissible non-audit services performed by its independent accountants, as well as the fees charged for such services. In its review of non-audit service fees and its appointment of Stark Winter Schenkein & Co., LLP as the Company's independent accountants, the board of directors considered whether the provision of such services is compatible with maintaining independence. The board of directors approved all of the services provided and fees charged by Stark Winter Schenkein & Co., LLP in fiscal years January 31, 2009 and 2008.

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Audit Fees

The aggregate fees billed by Stark Winter Schenkein & Co., LLP for professional services for the audit of the annual financial statements of the Company and the reviews of the financial statements included in the Company's  quarterly reports on Form 10-QSB for the past two years were $23,650 and $24,350 respectively, net of expenses.

Audit-Related Fees

For the year ended January 31, 2009, Stark Winter Schenkein & Co., LLP billed the Company $6,473 vs. NIL in the previous year, for assurance and related services that were reasonably related to the performance of the audit or review of the Company's financial statements and not reported under "Audit Fees" above.

Tax Fees

The aggregate fees billed during the last two fiscal years for professional services rendered for tax  compliance for the year ended January 31, 2009  was $3,750 vs. $11,250 in the previous year.

All Other Fees

There were no other fees billed by Stark Winter Schenkein & Co., LLP during the last two fiscal years for products and services provided.

PART IV

Item 15.   Exhibits, Financial Statement Schedules.

Exhibit No.	Description of Exhibits
3.1	By-laws of the Corporation.  Amended and restated.  Filed as Exhibit 3.3 to Form 10-QSB filed December 16, 1996 and incorporated herein by reference.
10.1	Fischer-Watt Gold Company, Inc., non-qualified stock option plan of May 1987 and filed as Exhibit 36.10 to Form 10-K filed April 23, 1991 and incorporated herein by reference.
10.2	Agreement to Sale, dated November 21, 2000, between Fischer-Watt Gold Company, Inc. and Bullet Holdings, Inc., included with Form 8-K filed December 14, 2000 and incorporated herein by reference.

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10.3	Letter Agreement, dated December 5, 2005, between Nexvu Capital Corp., Fischer-Watt Gold Company, Inc., and Minera Montoro, S.A. de C.V., filed as Exhibit 10.1 to Form 8-K filed December 7, 2005 and incorporated herein by reference.
10.4	Letter Agreement, dated June 27, 2006, between Rogue River Resources Corp. and Fischer-Watt Gold Company, Inc., filed as Exhibit 10.1 to Form 8-K filed June 7, 2006 and incorporated herein by reference.
10.5	Letter Agreement, dated July 14, 2006, and executed effective July 31, 2006, between Grandcru Resources Corporation and Fischer-Watt Gold Company, Inc., filed as Exhibit 10.1 to Form 8-K filed August 10, 2006 and incorporated herein by reference.
10.6	Stock Purchase Agreement, dated January 25, 2007, among Fischer-Watt Gold Company, Inc., as Seller, and Rogue River Resources Corp., as purchaser, and Minera Montoro, S.A. De C.V., filed as Exhibit 10.1 to Form 8-K filed February 16, 2007.
10.7	Agreement, dated October 1, 2008, between Fischer-Watt Gold Company, Inc. and Tournigan Energy Ltd., filed as Exhibit 10.1 to Form 8-K filed October 6, 2008.
10.8	Promissory Note, dated February 27, 2009, payable by Fischer-Watt Gold Company, Inc. to Tournigan Energy Ltd., filed as Exhibit 10.1 to Form 8-K filed March 23, 2009
31	Officers Certifications under Section 302 of the Sarbanes-Oxley Act of 2002*
32	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.*

_______________________

*

Filed herewith.

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SIGNATURES

In accordance with Section 13 or 15(d) 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.
Date:	April 30, 2009	By:	/s/ Peter Bojtos
			Peter Bojtos
			President, Chief Executive Officer,
			(Principal Executive Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date:	April 30, 2009	By:	/s/ Peter Bojtos
			Peter Bojtos
			Director, Chairman, President and CEO, and
			Acting Chief Financial Officer (Principal
			Executive Officer and Principal Financial Officer)
Date:	April 30, 2009	By:	/s/ Gerald D. Helgeson
			Gerald D. Helgeson
			Director, Secretary
Date:	April 30, 2009	By:	/s/ James M. Seed
			James M. Seed
			Director
Date:	April 30, 2009	By:	/s/ George J. Beattie
			George J. Beattie
			Director
Date:	April 30, 2009	By:	/s/ William Rapaglia
			William Rapaglia
			Director

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EX-31

Exhibit 31

CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER

PURSUANT TO 18 U.S.C 1350, AS ADOPTED, AND THE REQUIREMENTS OF

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Bojtos certify that:

1.

I have reviewed this annual report on Form 10-K of Fischer-Watt Gold Company, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4.

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others, particularly during the period in which this annual report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and…”

5.

I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a)

 All deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date:  April 30, 2009

/s/ Peter Bojtos

Peter Bojtos

Chief Executive Officer,

Chief Financial Officer

and Principal Accounting Officer

EX-32

 Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION. 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

In connection with the Annual Report on Form 10-K of Fischer-Watt Gold Company, Inc. for the fiscal year ended January 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the Report), Peter Bojtos, President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his/her knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/  Peter Bojtos

Chief Executive Officer

April 30, 2009