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, 2010

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 9, 2010 was 79,521,639.

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, 2010
			(Unaudited)		January 31, 2010
	ASSETS
Current Assets:
	Cash	$	129,980	$	6,624
	Restricted deposits		355,097		354,400
	Prepaid and other current assets		117,947		203,032
	Total current assets	$	603,024	$	564,056
	LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
	Accounts payable and accrued expenses	$	306,731	$	269,193
	Notes payable - shareholder		160,000		160,000
	Accounts payable and accrued expenses - shareholders		413,348		609,937
	Asset retirement obligation		52,000		52,000
	Due to Tournigan Energy Ltd		778,000		778,000
	Total current liabilities		1,710,079		1,869,130
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, 79,421,639 and 73,311,819 shares
	issued and outstanding, respectively		79,421		73,311
	Additional paid-in capital		17,380,971		17,020,492
	Common stock subscriptions		3,750		12,750
	Accumulated (deficit) prior to exploration stage		(15,353,115)		(15,353,115)
	Accumulated (deficit) during the exploration stage		(3,218,082)		(3,058,512)
			(1,107,055)		(1,305,074)
		$	603,024	$	564,056

See the accompanying notes to the consolidated financial statements

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Fischer-Watt Gold Company, Inc.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Unaudited)

							February 1, 2001
							(Inception of
			Three Months Ended				Exploration Stage)
			April 30, 2010		April 30, 2009		to April 30, 2010
Revenue		$	-	$	-	$	44,240
Costs and expenses:
	Cost of sales		-		-		50,000
	Exploration		103,046		-		1,144,087
	Writedown of goodwill		-		-		309,500
	Writedown of inventory to market value		-		-		125,000
	General and administrative		53,150		61,718		3,501,594
			156,196		61,718		5,130,181
	(Loss) from operations		(156,196)		(61,718)		(5,085,941)
Other income (expense)
	Interest expense		(4,463)		(3,339)		(81,686)
	Relief of payables and other indebtedness		-		-		66,935
	Other income		-		-		2,404,184
	Interest income		1,089		5,932		35,294
			(3,374)		2,593		2,424,727
	(Loss) before income taxes		(159,570)		(59,125)		(2,661,214)
Income taxes			-		-		(556,868)
Net (loss)		$	(159,570)	$	(59,125)	$	(3,218,082)
Per share information - basic and fully diluted
	Net (loss) per share	$	(0.00)	$	(0.00)
	Weighted average shares outstanding		73,517,768		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
			Three months ended				(Inception of
			April 30,		April 30,		Exploration Stage)
			2010		2009		to April 30, 2010
Cash flows from operating activities:
	Net cash (used in) operating activities	$	(62,644)	$	(10,286)	$	(2,597,722)
Cash flows from investing activities:
	Cash received in Tournigan 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:
	Repayment of amounts Due to Tournigan Energy Ltd.		-		-		(200,000)
	Proceeds from issuance of common shares and stock
	subscriptions		186,000		-		766,486
	Proceeds from exercise of options		-		-		35,000
	Proceeds from notes payable - shareholders		-		20,000		170,500
	Repayment of note payable - shareholder		-		-		(1,001,568)
	Capital contribution by shareholder		-		-		689,068
	Net cash provided by financing activities		186,000		20,000		459,486
Increase in cash and cash equivalents			123,356		22,543		109,593
Cash and cash equivalents, beginning of period			6,624		8,596		20,387
Cash and cash equivalents, end of period		$	129,980	$	31,139	$	129,980
Supplemental cash flow information:
	Cash paid for interest	$	-	$	-	$	-
	Cash paid for income taxes	$	-	$	-	$	556,868
Non cash investing and financing activities:
	Reclassification of capital contributions to     note payable	$	-	$	-	$	864,068
	Conversion of notes payable and accrued     interest to common stock	$	-	$	-	$	187,500
	Conversion of amounts due to shareholders to common stock	$	171,589	$	-	$	374,089
	Conversion of amounts due to shareholders upon exercise
	of stock warrants	$	-	$	-	$	116,000
	Common shares issued for stock subscriptions	$	9,000	$	-	$	442,813
	Conversion of amounts due to affiliate to stock    subscription	$	-	$	-	$	131,282
	Purchase of inventory via direct payment by shareholder	$	-	$	-	$	175,000
	Contribution of accounts payable and accrued    expenses - shareholder	$	-	$	50,000	$	50,000
	Contribution of amounts due to Tournigan Energy     Ltd to capital	$	-	$	-	$	225,327

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, 2010

(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, 2010.

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

(2)

Mineral Properties

On February 27, 2009, the Company completed the purchase of Tournigan USA, Inc. (“TUSA”) which was formerly a wholly owned subsidiary of Tournigan Energy Ltd. The prime asset in TUSA is its portfolio of mineral claims and leases covering in excess of 50,000 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 TUSA 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 represented the amount paid by Tournigan Energy for the then 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 April 30, 2010, the deposit for reclamation bonds has been reduced to $354,400.

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. In a further agreement, dated December 14, 2009, Tournigan Energy agreed to reduce the promissory note to $100,000 with payment of this amount on December 15, 2009. This payment was made by Fischer-Watt and the promissory note was extinguished.

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Tournigan Energy also extended the repayment date of the first $530,000 of the reclamation bonds to December 15, 2009 and the repayment of the remaining $400,000, less the cost of the reclamation work, to September 30, 2010. Tournigan Energy agreed to accept a payment of $100,000 on December 15, 2009 as part payment of the $530,000 installment of the reclamation bond due on that date. The balance of $430,000 is to be paid from one half of subsequent equity share issues of Fischer-Watt until paid in full. The $100,000 payment was made to Tournigan Energy as scheduled. The $400,000 balance of the reclamation bond, less the cost of the reclamation work, remains to be repaid to Tournigan Energy on September 30, 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. During periods when they are anti-dilutive, common stock equivalents are not included in the calculation.

(4)

Going Concern Consideration

The Company has incurred operating losses of $18,571,197 since inception and had a stockholders’ deficit and working capital deficit of ($1,107,055) at April 30, 2010 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)

Recently Issued Accounting Pronouncements

The Company adopted the following new accounting standards during the quarter ended April 30, 2010:

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ASU 2010-6 amends existing disclosure requirements about fair value measurements by adding required disclosures about items transferring into and out of levels 1 and 2 in the fair value hierarchy; adding separate disclosures about purchase, sales, issuances, and settlements relative to level 3 measurements; and clarifying, among other things, the existing fair value disclosures about the level of disaggregation.  The adoption of this standard did not have a material impact on our consolidated financial statements.

ASU 2009-17 revises the consolidation guidance for variable-interest entities. The modifications include the elimination of the exemption for qualifying special purpose entities, a new approach for determining who should consolidate a variable-interest entity, and changes to when it is necessary to reassess who should consolidate a variable-interest entity.  The adoption of this guidance did not have a material impact on our consolidated financial statements.

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries.  None of the updates are expected to a have a material impact on the Company's consolidated financial statements.

(6)

Accounts Payable and Accrued Expenses – Shareholders

During the three months ended April 30, 2010, the Company repaid $25,000 due to a shareholder.  In addition, two shareholders converted $171,589 of amounts owed to them into 2,859,820 shares of common stock as part of a private placement (see Note 8).

(7)

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 most of these obligations is expected to occur in 2010. 

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

(8)

Stockholders’ (Deficit)

During the three months ended April 30, 2010, the Company completed a private placement with the sale of 6,209,820 units at $0.06 per unit.  Each unit consisted of one common share and one warrant exercisable over 2 years for $0.12 per share.  The warrants contain a call option if the Company’s common shares trade over $0.18 per share for a 20-day period.

During the three months ended April 30, 2010, the Company issued 6,109,820 restricted shares of common stock as part of the private placement, of which 3,250,000 were issued for cash at $0.06 per share and 2,859,820 were issued in debt settlement of $171,589 to two shareholders. Cash proceeds received during the quarter ended April 30, 2010 were $186,000, with the remaining $9,000 received on May 15, 2010.

(9)

Subsequent Events

Subsequent to the period-end, the Company issued 100,000 restricted shares of common stock as part of a private placement, receiving cash proceeds of $6,000.

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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

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

In June 2006, Fischer-Watt acquired a 100% interest in a mineral lease in Pinal County, Arizona. The property had a history of gold and copper exploration. The Company carried out a surface geochemical survey followed by a shallow depth, air-track drilling program. Four areas of low grade, but pervasive, gold and copper mineralization were identified on the property.  This project was terminated and the property relinquished in August 2009.

Uranium Properties Acquisition

On February 27, 2009, the Company closed its transaction for the acquisition of a 100% interest in TUSA and under the closing terms, the Company issued to Tournigan Energy an interest-free promissory note, due August 31, 2009, for $325,327, which was the amount paid by Tournigan Energy for the then current year’s Federal mineral claim maintenance fees along with working capital adjustments on the closing date. In addition to this, the Company will also secure the release of, or reimburse Tournigan Energy for, the existing reclamation bonds on the properties in the amount of $930,000 less any applicable reclamation costs. This agreement was modified in a subsequent agreement on August 21, 2009, when Tournigan Energy extended the due date of the promissory note to December 15, 2009. Tournigan Energy also extended the repayment date of the first $530,000 of the reclamation bonds to December 15, 2009 and the repayment of the remaining $400,000, less the cost of the reclamation work, to September 30, 2010. In a further agreement, dated December 14, 2009, Tournigan Energy agreed to reduce the promissory note to $100,000 with payment of this amount on December 15, 2009. This payment was made by Fischer-Watt and the promissory note was extinguished. In addition, Tournigan Energy agreed to accept a payment of $100,000 on December 15, 2009 as part payment of the $530,000 installment of the reclamation bond due on that date. The balance of $430,000 is to be paid from one half of subsequent equity share issues of Fischer-Watt until paid in full. This $100,000 payment was made to Tournigan Energy as scheduled. The $400,000 balance of the reclamation bond, less the cost of the reclamation work, remains to be repaid to Tournigan Energy on September 30, 2010.

The Company has granted Tournigan Energy a 30% carried interest on each of the existing properties up to the completion of a feasibility study for any project encompassing any of these properties. At that point Tournigan Energy can elect to convert its interest into a 30% contributing working interest or allow its interest to dilute to a 5% net profits interest.

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Peter Bojtos, President, CEO and Chairman of the Board of Fischer-Watt has declared his interest in this transaction since he is also a director of Tournigan Energy. He 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 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 now registered in TUSA’s name

Wyoming

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

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

Cyclone Rim.

The largest exploration area in TUSA is in the Cyclone Rim covering 23,097 acres. The claims are located in the northwestern portion of the Great Divide Basin and are located in Township 26 North, Range 96 West and Township 25 North, Range 94 through 96 West. The property extends for 25 miles astride the “CR Trend” rollfront. The area is underlain by rock units of the Wasatch and the Battle Springs Formations, which host uranium mineralization in the eastern Great Divide Basin and at Crooks Gap/Green Mountain located approximately 30 miles west. The general area was explored in the early 1970’s by Union Carbide and Teton Exploration, and in the late 1970’s by Newmont Mining, Rocky Mountain Energy, Western Fuels and Ogle Petroleum. The current claim group was assembled between 2005 and 2008 and it covers an extensive length of potential roll-front mineralization from the UT claims in the west and along the CR trend for a further 25 miles of favorable uranium geology. The east end of these claims is approximately 8 miles west of Rio Tinto’s Sweetwater uranium processing mill. That facility is presently on care and maintenance.

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The mineralization occurs as typical Wyoming sandstone hosted roll-front uranium deposits in the Eocene age Battle Springs Formation. The lithology ranges from coarse sands and gravels to yellow and green silty sands and green sandy clay. Thin interbeds of green clay are common. The host unit is underlain by a thick bed of hard, chocolate brown clay shale. The mineralization tends to favor clayey sands.

Alteration, typical of roll-front uranium deposits, consists of reddish oxidized sands in the barren interior, up-dip from the roll-front, to green and grey reduced sands at the outer, down-dip part of the roll-front. Pyrite grains in the barren interior are corroded, while in the roll-front and in the outer portions the grains are fresh. This can be an important clue for locating drill-hole positions relative to the roll-front.

The mineralization in this area ranges in depth from less than 100 feet to over 500 feet below the surface.

In 2007, TUSA drilled 49 vertical mud rotary holes, each being of 6” diameter, 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. spacings and uranium mineralization was encountered in 15 of the holes. Additionally, TUSA drilled seven 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.

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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.

Drill Hole	From	To	Thickness	Average Grade
	(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 % eU₃O₈ as 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.

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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 33 mud rotary holes and one core hole along nine widely spaced 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 200 ft. apart on each fence. 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.

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 surveys and 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.

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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 Petronomics 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.

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.

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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. 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.

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. Uranium mineralization in these areas is hosted in “collapse” breccia pipes caused by the collapse of overlying rock strata into solution cavity caverns in the underlying limestones. Uranium mineralization was later deposited in the breccia 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 breccia 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 breccia 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.

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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. Fischer-Watt’s consulting geologist on the Cyclone Rim properties is W.T.Cohan & Associates, Inc. of Grand Junction, Colorado. 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.

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

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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.

The Company has cash on hand at April 30, 2010 of $129,980 plus restricted cash of $355,097, of which $354,400 is a reclamation bond that must ultimately be returned to Tournigan Energy.  The Company’s working capital deficit position of $1,107,055 raises the question of the ability of the Company to continue operations without further financing.  Total current liabilities at April 30, 2010 amounted to $1,710,079 of which $844,012 is due to shareholders where there are no specific terms of repayment for the demand notes, accrued expenses or other amounts owed to related parties.

The following outlines results to date in the current fiscal year for the quarter ended April 30, 2010 and outlines our plan of operation for the foreseeable future. It also analyzes our financial condition at April 30, 2010 and compares that condition to our financial condition at year-end January 31, 2010. 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, 2010.

Plan of Operation

The Company’s plan of operation for the coming months is to complete the review of data acquired in the TUSA transaction and determine and prioritize the work programs that the Company would like to carry out in 2010 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 or may be relinquished. 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 ending April 30, 2010, the Company  incurred maintenance fees expense of $101,014 pertaining to the uranium properties.  

Normal operating expenses for the next 12 months are estimated at $350,000, re the TUSA 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, 2010, the Company had cash on hand of $129,980. The cash on hand does not include restricted cash of $354,400, which reflects a reclamation bond that must be repaid to Tournigan Energy, under the terms of the Purchase of TUSA by the Company.  Current liabilities include accounts payable of $36,067 and accrued expenses of $270,664, which are due a related party.  The working capital deficit at April 30, 2010 was $1,107,055 compared to $1,305,074 at January 31, 2010. This represents an improvement in the working capital deficit of $198,020, for the three months ended April 30, 2010.  

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During the three months ended April 30, 2010, the Company completed a private placement financing amounting to $366,589. This consisted of the sale of 3,250,000 common shares at $0.06 per share for a total consideration of $195,000. The Company received cash proceeds of $186,000 during the quarter ended April 30, 2010, with the remaining $9,000 settled in full on May 15, 2010.  The Company also issued 2,859,820 shares of common stock at $0.06 per share in settlement of debt to two shareholders in the amount of $171,589.

There is no specific term of repayment for either the demand notes, accrued expenses or other amounts due to related parties, which amounted to $844,012 at April 30, 2010. 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, 2010 Compared to Three Months Ended April 30, 2009.

The Company had a net loss of $159,570 for the three months ended April 30, 2010 compared to a net loss of $59,125 for the three months ended April 30, 2009. The Company incurred $103,046 in exploration expenses related to the acquisition of the uranium claims in the current period ended April 30, 2010 whereas the Company had just acquired the claims in the period April 30, 2009 and had not yet incurred any exploration expenses.

General and administrative expenses for the three months ended April 30, 2010 amounted to $53,149 compared to $61,718 for the three month period ended April 30, 2009.

The Company acquired 100% of the common shares of TUSA on February 27, 2009. TUSA  contains a portfolio of uranium–bearing mineral claims and leases on over 50,000 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 going forward. It has paid all annual claim maintenance fees to the USA Bureau of Land Management for the year.

Commitments and Contingencies

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

Foreign Currency Exchange

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.

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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, 2010, and as shown in the financial statements, the Company has experienced significant operating losses that have resulted in an accumulated deficit of $18,571,197 at April 30, 2010. 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, 2011, but does not have sufficient capital to carry out an extensive exploration program without additional capital. The Company is presently investigating all of the alternatives identified above to meet its short-term liquidity needs. The Company believes that it can arrange a transaction or transactions to meet its short-term liquidity needs, however there can be no assurance that any such transactions will be concluded or that if concluded they will be on terms favorable to the Company.

Cautionary Note Regarding Forward-Looking Statements

This Form 10-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.

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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.

Item 3. QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None.

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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.

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PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

None

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

              PROCEEDS

During the three months ended April 30, 2010, the Company issued 6,109,820 shares of our common stock which were not registered under the Securities Act of 1933, as amended (the "Act").  The shares issued were issued to qualified investors who participated in the private placement. A total of 3,250,000 shares of common stock were issued at $0.06 per share for cash consideration of $195,000 and 2,859,820 shares of common stock at $0.06 per share in settlement of debt outstanding of $171,589.  

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 are embossed with a legend as contemplated by Rule 144 of the Act, signifying that the shares represented by the certificate are restricted within the meaning of that Rule.  

Item 3.  DEFAULTS UPON SENIOR SECURITIES

None

Item 4.  RESERVED

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 the requirements of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

		FISCHER-WATT GOLD COMPANY, INC.
Date:	June 10, 2010	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 small business issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my 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 small business issuer's disclosure controls and procedures and presented in this report my 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 small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer'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 10, 2010

/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 quarterly period ended April 30, 2010  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

__________________________

Peter Bojtos

Chief Executive Officer

June 10, 2010