10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

_________________

(Mark One)

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

For the Quarterly Period Ended April 30, 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 whether the registrant: (1) has 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 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 number of shares of the registrant’s common stock outstanding as of June 19, 2009 was 72,866,819.

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EXCHANGE RATES

Except as otherwise indicated, all dollar amounts described in this Report are expressed in United States (US) dollars.

CONVERSION TABLE

For ease of reference, the following conversion factors are provided:

1 mile = 1.6093 kilometers	1 metric tonne = 2,204.6 pounds
1 foot = 0.305 meters	1 ounce (troy) = 31.1035 grams
1 acre = 0.4047 hectare	1 imperial gallon = 4.5546 liters
1 long ton = 2,240 pounds	1 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 (which may come within the meaning of Section 27A of the 1933 Act and Section 21E of the 1934 Act), to inform existing and potential security holders regarding various matters including, without limitation, projections regarding financial matters, timing regarding transfer of licenses and receipts of government approvals, effects of regulation and completion of work programs.  Such forward-looking statements are generally accompanied by words such as "estimate," "project," "predict," "believes," "expect," "anticipate," "goal" or other words that convey the uncertainty of future events or outcomes. Forward-looking statements by their nature are subject to certain risks, uncertainties and assumptions and will be influenced by various factors. Should one or more of these forecasts or underlying assumptions prove incorrect, actual results could vary materially.

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PART I - FINANCIAL INFORMATION

Item 1 - FINANCIAL STATEMENTS

Fischer-Watt Gold Company, Inc.

(An Exploration Stage Company)

Consolidated Balance Sheets

			April 30, 2009
			(Unaudited)		January 31, 2009
	ASSETS
Current Assets:
	Cash	$	31,139	$	8,596
	Prepaid and other current assets		7,702		4,500
	Restricted deposits		930,000		-
	Prepaid expenses		309,500		-
	Total current assets	$	1,278,341	$	13,096
	LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
	Accounts payable and accrued expenses	$	165,353	$	116,310
	Note payable - shareholders		130,000		110,000
	Accounts payable and accrued expenses –     shareholders		609,937		609,937
	Asset retirement obligation		52,000		-
	Due to Tournigan Energy Ltd.		1,203,327		-
	Total current liabilities		2,160,617		836,247
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		16,639,341
	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		(2,254,118)		(2,194,993)
			(882,276)		(823,151)
		$	1,278,341	$	13,096

See the accompanying notes to the consolidated financial statements

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Fischer-Watt Gold Company, Inc.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Unaudited)

							February 1, 2001
			Three Months Ended				(Inception of
			April 30,		April 30,		Exploration Stage)
			2009		2008		to April 30, 2009
Revenue		$	-	$	-	$	44,240
Costs and expenses:
	Cost of sales		-		-		50,000
	Exploration		-		25,342		882,160
	Writedown of inventory to market     value		-		-		125,000
	General and administrative		61,718		74,513		3,106,056
			61,718		99,855		4,163,216
	(Loss) from operations		(61,718)		(99,855)		(4,118,976)
Other income (expense)
	Interest expense		(3,339)		(375)		(64,469)
	Relief of payables and other     indebtedness		-		-		66,935
	Other income		-		-		2,389,184
	Interest income		5,932		865		30,076
			2,593		490		2,421,726
	Income (loss) before income taxes		(59,125)		(99,365)		(1,697,250)
Income taxes			-		-		(556,868)
Net income (loss)		$	(59,125)	$	(99,365)	$	(2,254,118)
Per share information - basic and     fully diluted
Net income (loss) per share
	Basic and diluted	$	0.00	$	(0.00)
Weighted average shares outstanding
	Basic and diluted		72,866,819		71,400,016

See the accompanying notes to the consolidated financial statements

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Fischer-Watt Gold Company, Inc.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

								February 1, 2001
				Three Months Ended				(Inception of
				April 30,		April 30,		Exploration Stage)
				2009		2008		to April 30, 2009
Cash flows from operating activities:
	Net cash provided by (used in) operating activities		$	(10,286)	$	(68,492)	$	(2,680,563)
Cash flows from investing activities:
	Proceeds from sale of mineral interest			-		-		2,235,000
	Cash received in Tournigan USA Inc.    acquisition			12,829		-		12,829
	Net cash provided by (used in) financing     activities			12,829		-		2,247,829
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			20,000		-		140,500
	Repayment of note payable - shareholder			-		-		(1,001,568)
	Capital contribution by shareholder			-		-		689,068
	Net cash provided by financing activities			20,000		-		443,486
Increase (decrease) in cash and cash    equivalents				22,543		(68,492)		10,752
Cash and cash equivalents, beginning of    period				8,596		182,391		20,387
Cash and cash equivalents, end of period			$	31,139	$	113,899	$	31,139
Supplemental cash flow information:
		Cash paid for interest	$	-	$	-	$	-
		Cash paid for income taxes	$	-	$	-	$	556,868

See the accompanying notes to the consolidated financial statements

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FISCHER-WATT GOLD COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2009

(UNAUDITED)

(1)

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) pursuant to Item 210 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.  For further information, refer to the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2009.

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.  The April 30, 2009 financial statements include the accounts of Tournigan USA Inc. (TUSA) as of March 31, 2009 and the results of TUSA’s operations from February 28, 2009, the date of acquisition, through March 31, 2009.

(2)

Mineral Properties

On February 27, 2009, the Company completed the purchase of Tournigan USA, Inc. which was formerly a wholly owned subsidiary of Tournigan Energy Ltd. The prime asset in Tournigan USA, Inc. is its portfolio of mineral claims and leases covering in excess of 55,000 acres in Wyoming, South Dakota and Arizona that cover some of the most prospective uranium-bearing geology in the United States. Under terms of the agreement, Tournigan Energy Ltd retains a 30% carried interest in respect of each property in Tournigan USA, Inc up to the completion of a feasibility study for any project encompassing any such property. Upon completion of a feasibility study, the 30% carried interest will convert into a 30% working interest in the Project or Tournigan Energy Ltd will have the option to dilute down to a 5% net profits interest. The Company delivered a promissory note in the amount of $325,327 to Tournigan Energy Ltd. This note represents 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 note, the Company agrees to secure the release of a reclamation bond in the amount of $930,000 less any applicable reclamation costs, which are expected to reduce the amount of the refund to Tournigan Energy Ltd to approximately $875,000. Both the Promissory Note to Tournigan Energy Ltd and the release of the reclamation bond are unsecured, non-interest-bearing an due August 31, 2009. This transaction has been approved by the TSX –V exchange, as Tournigan Energy Ltd is listed in Toronto on the  TSX Venture Exchange.

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FISCHER-WATT GOLD COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2009

(UNAUDITED)

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.

(3)

Tournigan USA, Inc.

On February 27, 2009, the Company completed the acquisition of 100% of the common shares of Tournigan USA, Inc, a wholly owned subsidiary of Tournigan Energy Ltd. As consideration for this transaction, the Company issued to Tournigan Energy Ltd, a promissory note in the amount of $325,327, which is non-interest bearing and due August 31, 2009.

The transaction described above relating to the acquisition of Tournigan USA, Inc was accounted for as a business combination in accordance with SFAS No 141. A summary of the transaction is presented below;

Promissory Note payable	$    325,327
Cash	12,829
Accrued interest receivable	3,202
Accounts payable	(204)
Net amount, representing prepaid mineral fees	$    309,500

The prepaid mineral fees will be amortized over their term.

The Company delivered a promissory note in the amount of $325,327 to Tournigan Energy Ltd. This note represents 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 note, the Company agreed to secure the release of a reclamation bond in the amount of $930,000 less any applicable reclamation costs.

The notes payable are comprised of the following:

Promissory note	$  325,327
Reclamation bond	930,000
Reclamation costs	(52,000)
	$    1,203,327

Both the Promissory Note to Tournigan Energy Ltd and the release of the reclamation bond are unsecured, non-interest-bearing an due August 31, 2009. This transaction has been approved by the TSX –V exchange, as Tournigan Energy Ltd is listed in Toronto on the TSX Venture Exchange.

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.

The results of operations of Tournigan USA, Inc have been included in the results of operations of the Company for the period From February 28, 2009 to March 31, 2009, had the acquisition taken place on January 1, 2009, the unaudited results of operations would have been:

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FISCHER-WATT GOLD COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

April 30, 2009

(UNAUDITED)

	2009	2008
Revenue	$   6,346	$ 11,030
Net loss	$  (4,563)	$   5,445
Net loss per share	$   (0.00)	$    0.00

(4)

Earnings Per Share

The Company calculates net income (loss) per share as required by SFAS No. 128, "Earnings per Share." Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding.

(5)

Going Concern Consideration

The Company has incurred operating losses of $17,607,233 since inception and had a stockholders’ deficit and working capital deficit of $882,276 at April 30, 2009 and no revenue producing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The ability of the Company to achieve its operating goals and thus positive cash flows from operations is dependent upon the future market price of metals, future capital raising efforts, and the ability to achieve future operating efficiencies anticipated with increased production levels. Management's plans will require additional financing, reduced exploration activity or disposition of or joint ventures with respect to mineral properties. While the Company has been successful in these capital raising endeavors in the past, there can be no assurance that its future efforts and anticipated operating improvements will be successful.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

(6)

Notes Payable – Shareholder

On April 1, 2009, a shareholder advanced $20,000 to the Company for working capital purposes.  The Note Payable is a demand note at 10% interest and no terms of repayment have been established.

(7)

Note – Asset Retirement Obligations and Restricted Deposits

Asset retirement obligations relate to legal obligations for site restoration and clean-up costs for exploration drilling activities in Arizona and Wyoming.  Settlement of these obligations is expected to occur in 2009.

The Company has posted restricted reclamation deposits with US government agencies that are legally restricted for the purpose of settling these obligations.

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

Fischer-Watt Gold Company, Inc. (collectively with its subsidiaries, "Fischer-Watt", "FWG" or the "Company"), was formed under the laws of the State of Nevada in 1986. Fischer-Watt's primary business is mining and mineral exploration, and to that end to own, acquire, improve, sell, lease, convey lands or  mineral  claims or any  right,  title or  interest  therein;  and to search, explore,  prospect or drill for and exploit ores and minerals therein or thereupon.

MINERAL PROPERTIES

TOURNIGAN USA INC.

On October 2, 2008, the Company entered into a Binding Letter Agreement with Tournigan Energy Ltd. (“Tournigan Energy”), a Canadian public corporation, to acquire its wholly-owned US subsidiary, Tournigan USA Inc. (“Tournigan USA”). The prime asset in Tournigan USA is its portfolio of uranium–bearing mineral claims and leases on over 55,000 acres in Wyoming, South Dakota and Arizona.

This transaction closed on February 27, 2009 when  the Company  issued  to Tournigan Energy an interest-free promissory note, due August 31, 2009, for t  $325,327, which was the amount paid by Tournigan Energy for the current year’s federal mineral claim maintenance fees along with some working capital adjustments at closing. In addition to this, the Company will also secure the release of  and reimburse Tournigan Energy for the existing reclamation bonds on the properties in the amount of $930,000 less any applicable reclamation costs. The Reclamation payable to Tournigan is expected to net out at approximately $878,000, after all applicable costs. The Company will grant 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.

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 has 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.

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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.

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.

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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.

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.

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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.

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 currently holds a 560 acre mineral property located in northwest Pinal County, Arizona in T8S, R14E, section 16 called the Cruce exploration project which has a history of gold and copper exploration. The Company acquired a 100% interest in a State mineral lease for $15,000 and the issuance of 100,000 restricted common shares of its stock. The vendors retained 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 will receive $25,000 on subsequent anniversaries. These advance royalties will be deductible from future production royalty payments. The Company holds a further 32 Federal mineral claims covering 660 acres immediately adjoining the State lease on its east and south boundary.

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.

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.

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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. 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.

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.

Following this the Company reviewed earlier geophysical results over these mineralized zones and planned further possible geophysical surveys, primarily Induced Polarisation surveys, in order to project any north-western extensions of the mineralized zone.  The work programs to date have cost approximately $80,000, which was funded from the Company’s treasury.

While the results to date have identified mineralized zones on the property, the Company has been unable to identify a substantial target area. Therefore, the Company is contemplating termination of its agreement on the Cruce.

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 Company currently has sufficient capital to conduct its business but does not necessarily have sufficient capital to carry out any significant exploration program or to acquire a significant property.

The Company has cash on hand at April 30, 2009, of  $31,139 plus restricted cash of $930,000 which is a reclamation bond that must ultimately be returned to Tournigan Energy, The Company working capital deficit position of   $882,276 raises the question of the ability of the Company to continue operations without further financing.   Total current liabilities at April 30, 2009 amounted to  $2,160,617, however, only $ 14,750 is due to trade creditors. The balance of the current liabilities is due to shareholders where there are no specific terms of repayment for either of the demand notes, accrued expenses or interest owing.

The following outlines results to date in the current fiscal year for the quarter ended April  30, 2009 and outlines our plan of operation for the foreseeable future. It also analyzes our financial condition at April 30, 2009 and compares that condition to our financial condition at year-end January 31, 2009. This information should be read in conjunction with the other financial information and reports filed with the Securities and Exchange Commission ("SEC"), especially our Annual Report on Form 10-KSB for the year ended January 31, 2009.

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Plan of Operation

The Company’s plan of operation for the coming months is to review the data acquired in the Tournigan USA transaction and determine and prioritise the work programs that the Company would like to carry out on the extensive suite of properties in Wyoming, South Dakota and Arizona. Selected properties may also be made available for optioning by other interested companies From this information a budget will be drawn up and the Company’s financial requirements for the coming year can then be ascertained.. The Company continues to evaluate other mining properties in the western United States for possible acquisition and continues to explore various financing alternatives for the Company.

Normal operating expenses for the next 12 months are estimated at $350,000, re the Tournigan USA uranium properties and administration, and while the Company does not presently have sufficient working capital, it will continue to seek out necessary financing from existing shareholders and other potential investors.

Liquidity and Capital Resources

As of April 30, 2009, the Company had cash on hand of $31,139 and current trade liabilities of  $14,750  and  $890,335 owed to related parties with no specific terms of repayment. The cash on hand does not include restricted cash in Tournigan USA of $930,000 which reflects a reclamation bond that must be repaid to Tournigan Energy, under the terms of the Purchase of Tournigan USA by the Company.  Current accounts payable amounted to $14,750 and accrued expenses amounted to $150,399, which are due to related parties. The working capital deficit at April 30, 2009 was $882,276 compared to  $823,151 at January 31, 2009. This represents an increase in the working capital deficit of $59,125, for the three months ended April 30, 2009.  This deterioration in working capital is the direct result of the loss experienced for the three month period ended April 30, 2009 of $59,125.

There is no specific term of repayment for either the demand notes, accrued expenses or other debt due to related parties. Management recognizes that the Company does not have sufficient funds to retire its remaining debt and to sustain its operations. The Company continues to source out other appropriate financing in either equity or debt format, and it continues to seek out other mineral properties, but there is no assurance said financing is available or that said properties can be acquired on reasonable terms and conditions.

Results of Operations

Three Months Ended April 30, 2009 Compared to Three Months Ended April 30, 2008

For the three months ended April 30, 2009, the Company had a net loss of  $59,125 compared to net loss of  $99,365 for the three month period ended April 30, 2008.

During the three month period ended April 30, 2009, there was no   exploration expense compared to $25,342 in the three month period ended April 30, 2008. This exploration activity in 2008 was directed to the Cruce property in Arizona.  Following a review of data from the Cruce property the Company is not planning to carry out any further exploration program. The Company has acquired all of the shares of Tournigan USA which houses a portfolio of uranium–bearing mineral claims and leases on over 55,000 acres in Wyoming, South Dakota and Arizona. The Company is still assessing the material pertaining to the various properties and has yet to finalize an exploration program for 2009.

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General and administrative expenses amounted to $61,718 for the three months ended April 30, 2009 compared to $99,855 for the three months ended April 30, 2008. The general and administrative expenses include salaries, travel, trade shows, professional fees, and general office expenses by the Company in the three month period ended April 30, 2009.

While the Company currently has cash on hand of  $31,139 not counting restricted cash that must be paid out, and current trade accounts payable of $14,750, the Company realizes that it will require additional financing, reduced exploration activity, or the disposition of its remaining mineral properties. While the Company has been successful in these capital-raising endeavors in the past, there can be no assurance that its future efforts, and anticipated operating improvements will be successful.

Commitments and Contingencies

Management is not aware of any legal action against the Company.

Foreign Currency Exchange

The Company accounts for foreign currency translation in accordance with the provisions of Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation" ("SFAS No.52"). The assets and liabilities of foreign operations are translated at the rate of exchange in effect at the balance sheet date. Income and expenses are translated using the weighted average rates of exchange prevailing during the period. The related translation adjustments are reflected in the accumulated translation adjustment section of shareholders' equity.

Going Concern Consideration

As the independent certified public accounting firm has indicated in their report on the financial statements for the year ended January 31, 2009, and as shown in the financial statements, the Company has experienced significant operating losses that have resulted in an accumulated deficit of $17,607,233 at  April 30, 2009. These conditions raise doubt about the Company's ability to continue as a going concern.

The ability of the Company to achieve its operating goals and thus positive cash flows from operations is dependent upon the future market price of gold, future capital raising efforts, and the ability to achieve future operating efficiencies anticipated with increased production levels. Management's plans will require additional financing, reduced exploration activity, or disposition of or joint ventures with respect to mineral properties. While the Company has been successful in these capital-raising endeavors in the past, there can be no assurance that its future efforts, and anticipated operating improvements will be successful. Depending on the level of exploration activity, the Company does have adequate capital to continue its contemplated business plan through January 31, 2009, but does not have sufficient capital to carry out an extensive exploration program without additional capital. The Company is presently investigating all of the alternatives identified above to meet its short-term liquidity needs. The Company believes that it can arrange a transaction or transactions to meet its short-term liquidity needs, however there can be no assurance that any such transactions will be concluded or that if concluded they will be on terms favorable to the Company.

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Cautionary Note Regarding Forward-Looking Statements

This Form 10-Q contains or incorporates by reference "forward-looking statements," as that term is used in federal securities laws, about our financial condition, results of operations and business. These statements include, among others:

·

statements concerning the benefits that we expect will result from our business activities and certain transactions that we contemplate or have completed, such as increased revenues, decreased expenses and avoided expenses and expenditures; and

·

statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.

These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates" or similar expressions used in this report or incorporated by reference in this report.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied by us in those statements. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions.

Risk Factors Impacting Forward-Looking Statements

The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in our other reports filed with the SEC and the following:

·

The worldwide economic situation;

·

Any change in interest rates or inflation;

·

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 3.  Qualitative Disclosures about Market Risk

None.

Item 4T.  Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e) and 15d-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officer has concluded that the Company’s disclosure controls and procedures are effective in reaching that level of assurance.

As of the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer/Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, the Company's Chief Executive Officer/Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.

There have been no changes in the Company's internal controls or in other factors that could affect the internal controls subsequent to the date the Company completed its evaluation.

PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

None

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

Item 3.  DEFAULTS UPON SENIOR SECURITIES

None

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Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

Item 5.  OTHER INFORMATION

     None

Item 6.  EXHIBITS

Exhibit No.	Document
31	Officers Certification under Section 302 of the Sarbanes-Oxley Act of 2002 for Peter Bojtos
32	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002for Peter Bojtos

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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:	June 22, 2009	By:	/s/ Peter Bojtos
			Peter Bojtos
			Chairman of the Board of Directors, President and Chief Executive Officer

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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 quarterly report on Form 10-Q 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 quarterly 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 quarterly 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 first 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:  June 22, 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 Quarterly Report on Form 10-Q of Fischer-Watt Gold Company, Inc. for the quarter ended April 30, 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

June 22, 2009