UNITED STATES

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 October 31, 2009



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.

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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 December 10, 2009 was 73,186,819.

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


			October 31, 2009
			(Unaudited)		January 31, 2009
	ASSETS

Current Assets:
	Cash	$	24,098	$	8,596
	Prepaid and other current assets		10,017		4,500
	Restricted deposits		554,400		-
	Prepaid expenses		283,620		-

	Total current assets	$	872,135	$	13,096

	LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
	Accounts payable and accrued expenses	$	245,025	$	116,310
	Note payable - shareholders		160,000		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		2,270,289		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, 73,186,819 and 72,866,819 shares issued and outstanding, respectively		73,186		72,866
	Additional paid-in capital		16,648,991		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		(2,779,966)		(2,194,993)
			(1,398,154)		(823,151)
		$	872,135	$	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				Nine Months Ended				(Inception of
			October 31,		October 31,		October 31,		October 31,		Exploration Stage)
			2009		2008		2009		2008		to October 31, 2009

Revenue		$	-	$	-	$	-	$	-	$	44,240

Costs and expenses:
	Cost of sales		-		-		-		-		50,000
	Exploration		376,445		11,099		380,446		63,001		1,262,606
	Writedown of inventory to market value		-		-		-		-		125,000
	General and administrative		55,123		50,787		205,484		192,245		3,249,822
			431,568		61,886		585,930		255,246		4,687,428
	(Loss) from operations		(431,568)		(61,886)		(585,930)		(255,246)		(4,643,188)

Other income (expense)
	Interest expense		(4,223)		(375)		(11,764)		(1,125)		(72,894)
	Relief of payables and other indebtedness		-		-		-		-		66,935
	Other income		-		-		-		-		2,389,184
	Interest income		1,191		102		12,721		1,375		36,865
			(3,032)		(273)		957		250		2,420,090
	(Loss) before income taxes		(434,600)		(62,159)		(584,973)		(254,996)		(2,223,098)

Income taxes			-		-		-		-		(556,868)

Net (loss)		$	(434,600)	$	(62,159)	$	(584,973)	$	(254,996)	$	(2,779,966)

Per share information – basic and fully diluted

Net (loss) per share
	Basic and diluted	$	(0.01)	$	(0.00)	$	(0.01)	$	(0.00)

Weighted average shares outstanding
	Basic and diluted		73,186,819		72,866,819		72,975,335		72,866,819

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
			Nine Months Ended				(Inception of
			October 31,		October 31,		Exploration Stage)
			2009		2008		to October 31, 2009
Cash flows from operating activities:
	Net cash (used in) operating activities	$	(47,327)	$	(219,286)	$	(2,717,604)

Cash flows from investing activities:
	Cash received in Tournigan USA Inc. acquisition		12,829		-		12,829
	Proceeds from sale of mineral interest		-		-		2,235,000

	Net cash provided by investing 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		50,000		50,000		170,500
	Repayment of note payable - shareholder		-		-		(1,001,568)
	Capital contribution by shareholder		-		-		689,068

	Net cash provided by financing activities		50,000		50,000		473,486

Increase (decrease) in cash and cash equivalents			15,502		(169,286)		3,711

Cash and cash equivalents, beginning of period			8,596		182,391		20,387

Cash and cash equivalents, end of period		$	24,098	$	13,105	$	24,098

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

October 31, 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 October 31, 2009 financial statements include the accounts of Tournigan USA Inc. (TUSA) as of September 30, 2009, and the results of TUSA’s operations from February 28, 2009, the date of acquisition, through September 30, 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 agreed to secure the release of reclamation bonds in the amount of $930,000 less any applicable reclamation costs. As at October 31, 2009, the deposit for reclamation bonds has been reduced to $554,400.

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FISCHER-WATT GOLD COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2009

(UNAUDITED)

Both the promissory note to Tournigan Energy Ltd and the release of the reclamation bonds are unsecured, non-interest-bearing and were due August 31, 2009. The due date of the promissory note was extended to December 15, 2009. The remaining balance of reclamation bonds, net of reclamation costs is due September 10, 2010. 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 declared his interest in this transaction since he is also a director of Tournigan Energy.

(3)

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.

(4)

Going Concern Consideration

The Company has incurred operating losses of $18,133,081 since inception and had a stockholders’ deficit and working capital deficit of at October 31, 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.

(5)

Notes Payable – Shareholder

Notes payable represent various advances by a shareholder totaling $160,000. Loans in the amount of $50,000 have been made in the nine months ending October 31, 2009. The notes are demand notes at

10% interest and no terms of repayment have been established.

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FISCHER-WATT GOLD COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2009

(UNAUDITED)

(6)

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.

(7)

Stockholders’ (Deficit)

In the three months ended October 31, 2009, the Company issued 135,000 restricted shares of common stock for financial consulting services valued at $4,050($0.032 per share). For the nine months ended October 31, 2009, a total of 320,000 shares have been issued for financial consulting services for a total consideration of $9,970.

(8)

Recent Accounting Pronouncements

In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended October 31, 2009 did not have a significant effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying unaudited financial statements as of October 31, 2009 and for the quarter ended October 31, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC). In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented. As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

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FISCHER-WATT GOLD COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2009

(UNAUDITED)

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

(9)

Subsequent Events

Subsequent events were evaluated through December 14, 2009, the date the financial statements were issued.

It has been determined that there are no subsequent events that require disclosure.

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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 $325,327, which was the amount paid in 2008 by Tournigan Energy for 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.

On August 31, 2009, Tournigan Energy agreed to extend the payment date of the promissory note to December 15, 2009. Additionally, Tournigan Energy agreed to defer repayment of $530,000 of the existing reclamation bonds until December 15, 2009 with the remaining $400,000 less the applicable reclamation costs to be repaid by September 30, 2010. To date a total of $575,600 has been released from the reclamation bond account, leaving a balance at December 13, 2009 of $354,400.

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

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 3 State leases covering 879 acres in Wyoming. 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 registered in TUSA’s name.

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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.

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.

The 15 holes that intersected significant uranium mineralization are reported below. The remaining 34 holes in this wide-spaced drill program did not encounter uranium mineralization of significance.

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Drill Hole	From	To	Thickness	Average Grade
Drill Hole	(ft.)	(ft.)	(ft.)	(% eU₃O₈)
UT-001	242	245	3.0	0.047%
	283.5	287	3.5	0.054%
Incl’d	286	287	1.0	0.113%
UT-002	169.5	171.5	2.0	0.032%
UT-008	195.2	205.2	10.0	0.076%
UT-009	205	207	2.0	0.038%
UT-018	219	225	6.0	0.040%
Incl’d	220.5	224.5	4.0	0.056%
UT-019	215.5	225	9.5	0.028%
Incl’d	217	222	5.0	0.043%
Incl’d	217.5	220.5	3.0	0.059%
UT-020	207.5	218.5	11.0	0.050%
Incl’d	216.5	218.5	2.0	0.125%
UT-024	243.5	245.1	2.5	0.025%
UT-027	167.7	169.6	2	0.024%
UT-031	210.6	213.6	3	0.029%
UT-034	278.6	284.1	5.5	0.030%
	290.4	293	2.5	0.020%
UT-039	270.4	273	2.5	0.023%
UT-042	243.5	247.1	3.5	0.030%
UT-044	177.5	187.7	10	0.067%
UT-049	163.1	166	3.5	0.027%

Note: The uranium grades are reported as % eU₃O₈as determined by downhole radiometric logging equipment. A number of the rotary holes that had the most significant intercepts were twinned with core holes, which were then sampled, analyzed and calibrated with the gamma log readings in order to increase the accuracy of the disequilibrium coefficient. This is a mathematical means of equating gamma log readings to actual % U₃O_8.

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 34 rotary holes along 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. These holes were designed to test for uranium mineralization along the 26-mile trace of the roll front. Significant uranium mineralization was found in 5 of the holes on three of the section lines. The mineralization was encountered at depths ranging from 50 feet to 750 feet below the surface with the mineralization plunging towards the east.

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Drill Hole	Section Line	From (ft)	To (ft)	Thickness (ft)	% eU₃O₈	Comment

CR-010	Line 2	137.5	143.5	6.0	0.018	incl 3.0ft 0.024%
		137.5	155.5	18.0	0.016	incl 1.0ft 0.035%

CR-014	Line 2	208.0	234.0	26.0	0.059	incl 2.5ft 0.15%

CR-029	Line 3	413.0	415.0	2.0	0.026

CR-032	Line 9	54.0	60.5	6.5	0.030
		502.5	509.5	7.0	0.044
		595.0	607.0	12.0	0.020
		675.5	684.0	8.5	0.023
		704.5	708.5	4.0	0.021
		791.0	793.0	2.0	0.024

CR-033	Line 9	59.5	65.5	6.0	0.030
		548.5	557.0	8.5	0.020
		694.0	698.0	4.0	0.022
		699.5	706.0	6.5	0.022
		710.0	723.0	13.0	0.023
		727.5	733.0	5.5	0.035

From these results it has been determined that uranium mineralization is present along a significant portion of the roll front trace. Furthermore, the mineralized intercepts appear to represent portions of a series of roll fronts stacked one on top of the other.

With this data Fischer-Watt has now started a preliminary calculation of the quantity and grade of mineralized material within the Cyclone Rim property. The results of this calculation will help guide the detailed planning of subsequent drill programs.

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 ore bodies. The eastern portion of the Long claims surrounds the historic Long Mountain ore bodies, some of which are also covered by Strathmore claims. The US Forest Service has made application to withdraw certain lands in the Craven Canyon and Long Mountain area that would withhold entry to some of the claims in this portion.

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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% U₃O₈and 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. 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 ground waters 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 U.S. Department of the Interior has proposed to withdraw almost 1 million acres of federal lands near the Grand Canyon. Most of the TUSA claims are located outside this withdrawal area.

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 held a State Mineral Lease and 32 federal mineral claims in northwest Pinal County, Arizona called the Cruce exploration project.

While Fischer-Watt’s results have identified mineralized zones on the property, the Company has been unable to identify a substantial target area. After an extensive review of all available data, the Company decided the mineralization was of insufficient extent and has terminated its ownership of Cruce.

The Company currently has insufficient capital to conduct its business and does not have sufficient capital to carry out its planned exploration program which over the next 12 months is estimated to cost $350,000.

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The Company has cash on hand at October 31, 2009, or $24,098 plus restricted cash of $554,400 which is a reclamation bond that must be returned to Tournigan Energy. The Company's working capital deficit position of $1,398,154 raises the question of the ability of the Company to continue operations without further financing. Total current liabilities at October 31, 2009 amounted to $2,270,289 of which $989,382 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 for the quarter ended October 31, 2009 and outlines our plan of operation for the foreseeable future. It also analyzes our financial condition at October 31, 2009 compared 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-K for the year ended January 31, 2009.

Plan of Operation

The Company’s plan of operation for the coming months is to complete the review of data acquired in the Tournigan USA transaction and determine and prioritize 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. With 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. During the quarter ended October 31, 2009, the Company paid annual Federal BLM maintenance fees of $340,340 pertaining to the uranium properties acquired in Tournigan USA.

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 October 31, 2009, the Company had cash on hand of $24,098 and current trade liabilities of $25,580 and $989,382 owed to related parties with no specific terms of repayment. The cash on hand does not include restricted cash in Tournigan USA, of $554,400 which reflects a reclamation bond that must be repaid to Tournigan Energy, under the terms of the Purchase of Tournigan USA by the Company. The working capital deficit at October 31, 2009 was $1,398,154 compared to $823,151 at January 31, 2009. This represents an increase in the working capital deficit of $575,003, for the nine months ended October 31, 2009. This deterioration in working capital is mainly the loss experienced for the nine month period ended October 31, 2009.

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 October 31, 2009 Compared to Three Months Ended October 31, 2008

For the three months ended October 31, 2009, the Company had a net loss of $434,600 compared to net loss of $62,159 for the three month period ended October 31, 2008.

During the three months ended October 31, 2009, there was exploration expense of $376,445 compared to $11,099 in the three months ended October 31, 2008. This was primarily the result of annual Federal maintenance fees of $340,340 regarding uranium properties acquired through Tournigan USA. The exploration activity in 2008 was directed to the Cruce property in Arizona which was subsequently dropped in the second quarter of 2009.

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General and administrative expenses amounted to $55,123 for the three months ended October 31, 2009 compared to $50,787 for the three months ended October 31, 2008. The general and administrative expenses include salaries, travel, trade shows, professional fees, and general office expenses.

Nine Months Ended October 31, 2009 Compared to Nine Months Ended October 31, 2008

For the nine months ended October 31, 2009, the Company had a net loss of $584,973 compared to a loss of $254,996 for the nine months ended October 31, 2008. The increase in the loss is a direct result of payment of the annual Federal maintenance fees applicable to the uranium properties acquired in the acquisition of Tournigan USA. The maintenance fees paid amounted to $340,340. There has been little change in other comparable costs for the nine months ended October 31, 2009.

General and administrative expenses amounted to $205,484 for the nine months end October 31, 2009 compared to $192,245 for the nine months ended October 31, 2008. The general and administrative expenses include salaries, travel, trade shows, professional fees and general office expenses.

Commitments and Contingencies

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

Going Concern Consideration

As the independent registered public accounting firm has indicated in their audit 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 $18,133,081 at October 31, 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, 2010, 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.

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.

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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

During the nine months ended October 31, 2009, we issued 320,000 shares of our common stock which was not registered under the Securities Act of 1933, as amended (the "Act"). The shares issued were issued to a single entity for services rendered in connection with investor relations consulting.

We relied on the exemption from registration provided by Section 4(2) of the Act. None of the offers were made by means of any public solicitation, and the investors had available the type of information that would have been included in a registration statement at the time of the investment. Because of its relationship to the issuer of the securities, its financial sophistication and its financial situation, the investor required the protection afforded by registration under the Act. Further, the certificate representing the shares sold in the offering will be embossed with a legend as contemplated by Rule 144 of the Act, signifying that the shares represented by the certificate were restricted within the meaning of that Rule.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

Item 5. OTHER INFORMATION

None

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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:	December 14, 2009	By:	/s/ Peter Bojtos
			Peter Bojtos
			Chairman of the Board of Directors, President and Chief Executive Officer