SC 13D 1 schedule13dcapitalpeakpartne.htm UNITED STATES

 

 









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

 

 

FISCHER-WATT GOLD COMPANY, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

337730 10 5

(CUSIP Number)

 

James G. Baughman

2186 S. Holly Street, Suite 104

Denver, CO  80222

(303) 800-0678

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications

 

March 14, 2012

(Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note. Schedules filed in paper format shall include a signed original and five copes of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



 

 




SCHEDULE 13D

CUSIP No. 337730 10 5

Page 2 of 5



1

NAME OF REPORTING PERSON.

I.R.S. Identification Nos. of Above Persons (entities only)


Capital Peak Partners, LLC

IRS Identification No.: 27-3546623


2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)


(a)   o 

(b)   o 


3

SEC USE ONLY



4

SOURCE OF FUNDS (SEE INSTRUCTIONS)


OO


5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


o


6

CITIZENSHIP OR PLACE OF ORGANIZATION


Delaware



NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH


 7

SOLE VOTING POWER


8,771,930


 8

SHARED VOTING POWER


0


 9

SOLE DISPOSITIVE POWER


8,771,930


10

SHARED DISPOSITIVE POWER



11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


8,771,930


12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN UNITS (SEE INSTRUCTIONS)

o


13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


6.3% (1)


14

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)


OO


(1)  Percentage calculated on the basis of 139,062,125 shares of the Issuer's common stock issued and outstanding as of the date of this report.



 

 





CUSIP No. 337730 10 5

Page 3 of 5


ITEM 1.

SECURITY AND ISSUER


This Schedule 13D relates to the common stock, par value $0.001 per share, ("Common Stock") of Fischer-Watt Gold Company, Inc., a corporation organized under the laws of the state of Nevada (the "Issuer"). The Issuer's principal executive offices are located at 2186 S. Holly Street, Denver, Colorado 80222.


ITEM 2.

IDENTITY AND BACKGROUND


Information as to the person filing this Schedule 13D is as follows:


(a)  This Schedule 13D is filed by Capital Peak Partners, LLC.


(b) and (c)  The Reporting Person is a Delaware limited liability company whose principal place of business is located at 50 Ivanhoe Street, Denver, Colorado 80220.


(d) through (f)  Not applicable as the Reporting Person is not a natural person.


ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION


On March 14, 2012, the Reporting Person acquired 8,771,930 shares of the Issuer’s common stock in exchange of 10,000,000 shares of the common stock of New Fork Uranium Corporation owned by it pursuant to the terms of the Stock Purchase Agreement (as defined in Item 4 below).  


ITEM 4.

PURPOSE OF TRANSACTION


On March 14, 2012, the Issuer and the Shareholders of New Fork Uranium Corporation, a Wyoming corporation (“New Fork”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) whereby the shareholders of New Fork sold all of the issued and outstanding shares of New Fork to the Issuer in exchange for the issuance to the shareholders of an aggregate of 50,000,000 shares of common stock, $.001 par value, of the Issuer.  The Issuer filed a Report on Form 8-K with the Securities and Exchange Commission on March 20, 2012 reporting the Stock Purchase Agreement transaction, which filing included the Stock Purchase Agreement as Exhibit 10.1 to the Form 8-K.


The 50,000,000 shares of common stock of the Company issued pursuant to the Stock Purchase Agreement were issued pro rata to all of the shareholders of New Fork on the basis of 0.877192983 share of the Company’s common stock for each outstanding New Fork share of common stock issued and outstanding on the effective date of the Stock Purchase Agreement.  


The Reporting Person acquired shares of the Issuer as described above as a shareholder of New Fork pursuant to the Stock Purchase Agreement. The shares covered by this Schedule 13D are being held for investment purposes. Subject to all relevant securities law restrictions, the Reporting Person may, from time to time, acquire additional securities of the Issuer pursuant to stock, stock option and/or warrants grants by the Issuer's Board of Directors or using his personal funds through a broker and/or privately negotiated transactions.

 

 



CUSIP No. 337730 10 5

Page 4 of 5


Except as otherwise disclosed herein, the Reporting Person has no current plans or proposals that relate to or would result in:


(a)  the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;


(b)  any extraordinary corporate transaction, such as a merger, reorganization   or liquidation, involving the Issuer or any of its subsidiaries;


(c)  a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;


(d)  any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;


(e)  any material change in the present capitalization or dividend policy of the Issuer;


(f)  any other material change in the Issuer's business or corporate structure including, but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;


(g)  changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede acquisition of control of the Issuer by any person;


(h)  causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;


(i)  a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or


(j)  any action similar to any of those enumerated above.


ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER


(a) The Reporting Person is the beneficial owner of 8,771,930 shares of the Issuer’s Common Stock, which represents approximately 6.3% of the Common Stock of the Issuer (based on the number of shares outstanding as of the date hereof).


(b)  The Reporting Person has sole voting power over the 8,771,930 shares.


(c)  The Reporting Person has received shares of the Common Stock of the Issuer in the following transactions during the past 60 days:



 

 





CUSIP No. 337730 10 5

Page 5 of 5


Date

Type of Transaction

Number of Shares

Price Per Share

3/14/2012

Exchange of Shares pursuant to terms of Stock Purchase Agreement

8,771,930

N/A


(d) Not applicable.


(e) Not applicable.


ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER


Except as disclosed herein, the Reporting Person does not have any contract, arrangement, understanding or relationship with respect to securities of the Issuer including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, and the Reporting Person has not pledged securities of the Issuer nor are the securities of the Issuer held by the Reporting Person subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities.


ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS


The Issuer filed a Report on Form 8-K with the Securities and Exchange Commission on March 20, 2012 reporting the Stock Purchase Agreement transaction, which filing included the Stock Purchase Agreement as Exhibit 10.1 to the Form 8-K.  Exhibit 10.1 to the Issuer’s Form 8-K is incorporated herein by this reference.



SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


CAPITAL PEAK PARTNERS, LLC



Date:  March 27, 2012

 By:   

/s/ Michael Lavigne

 

 

Michael Lavigne, Managing Member