8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): March 14, 2012

FISCHER-WATT GOLD COMPANY, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada (State or other jurisdiction of incorporation) 0-17386 (Commission File Number) 88-0227654 (IRS Employer Identification #)

2186 S. Holly St., Suite 104 Denver, CO  80222

(Address of Principal Executive Office)

(303) 232-0292

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On March 14, 2012, we filed a Current Report on Form 8-K disclosing that we had completed the acquisition of New Fork Uranium Corporation, a Wyoming corporation (“New Fork”), pursuant to the terms of the Stock Purchase Agreement entered into between the Company and shareholders of New Fork.  The purpose of this Amendment No. 1 to the Current Report is to file the required historical financial statements of New Fork and the pro forma financial information required by Item 9.01 of Form 8-K.  

Item 9.01.   Financial Statements and Exhibits.

(a)

Financial statements of business acquired.

The audited financial statements for New Fork as of December 31, 2011 and 2010 and for the periods then ended, including the notes thereto and the Independent Auditors’ Report thereon, are filed herewith as Exhibit 99.1.

(b)

Pro forma financial information.

The unaudited pro-forma financial information of the Company and New Fork , including the notes thereto, are included in the financial statements which are being filed herewith as Exhibit 99.2.

(c)

Exhibits.

Exhibit No.	Description
99.1	Audited financial statements of New Fork as of December 31, 2011 and 2010 and for the periods then ended
99.2	Unaudited pro forma financial information of the Company and New Fork

2

SIGNATURE

Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FISCHER-WATT GOLD COMPANY, INC.
	/s/  James G. Baughman
	James G. Baughman President and Chief Executive Officer

Dated:  July 3, 2012

3

EX-99

EXHIBIT 99.1

INDEX TO FINANCIAL STATEMENTS

		Page No.
New Fork Uranium Corporation – Audited Financial Statements as of December 31, 2011 and 2010
	Report of Independent Registered Public Accounting Firm	F-2
	Balance Sheets as of December 31, 2011 and 2010	F-3
	Statements of Operations for the year ended December 31, 2011, the Period October 25, 2010 (Inception) to December 31, 2010 and October 25, 2010 (Inception) to December 31, 2011	F-4
	Statements of Cash Flows for the year ended year ended December 31, 2011, the Period October 25, 2010 (Inception) to December 31, 2010 and October 25, 2010 (Inception) to December 31, 2011	F-5
	Consolidated Statements of Stockholders’ Equity (Deficit) as of  December 31, 2011	F-6
	Notes to Financial Statements	F-7

F-1

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F-2

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NEW FORK URANIUM CORPORATION

(An Exploration Stage Company)

BALANCE SHEETS

December 31, 2011 and 2010

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						2011		2010
ASSETS
	CURRENT ASSETS
		Cash			$	1,532	$	-
				Total Current Assets		1,532		-
	OTHER ASSETS
		Mining claims				75,836		-
	TOTAL ASSETS				$	77,368	$	-
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
	CURRENT LIABILITIES
		Accounts payable			$	850	$	-
		Accounts payable - related party				95,580		36,450
				Total Current Liabilities		96,430		36,450
	COMMITMENTS AND CONTINGENCIES					-		-
	STOCKHOLDERS' (DEFICIT)
		Common stock,  $0.001 par value, 100,000,000 shares authorized           45,666,667 and 30,000,000 shares issued and outstanding,           respectively				45,667		30,000
		Additional paid-in capital				453,333		(22,000)
		Subscription receivable				(50,000)		-
		Accumulated deficit during exploration stage				(468,062)		(44,450)
			Total Stockholders' (Deficit)			(19,062)		(36,450)
	TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)				$	77,368	$	-

See the accompanying notes to the consolidated financial statements

F-3

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NEW FORK URANIUM CORPORATION

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS  

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						Period from		Period from
						October 25, 2010		October 25, 2010
				Year Ended		(Inception)		(Inception)
				December 31,		to December 31,		to December 31,
				2011		2010		2011
REVENUES			$	-	$	-	$	-
OPERATING EXPENSES
	Consulting			277,000		8,000		285,000
	Exploration expense			44,133		35,700		79,833
	Maintenance fees			99,986		-		99,986
	General and administrative			2,493		750		3,243
		TOTAL OPERATING EXPENSES		423,612		44,450		468,062
(LOSS) BEFORE TAXES				(423,612)		(44,450)		(468,062)
INCOME TAXES
	Income tax benefit			-		-		-
	Tax expense			-		-		-
				-		-		-
NET (LOSS)			$	(423,612)	$	(44,450)	$	(468,062)
	NET LOSS PER COMMON SHARE,
		BASIC AND DILUTED	$	(0.01)	$	0.00
	WEIGHTED AVERAGE NUMBER OF
		COMMON STOCK SHARES
		OUTSTANDING, BASIC AND DILUTED		39,333,333		30,000,000

See the accompanying notes to the consolidated financial statements

F-4

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NEW FORK URANIUM CORPORATION

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

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						Period from	Period from
						October 25, 2010	October 25, 2010
				Year Ended		(Inception)	(Inception)
				December 31,		to December 31,	to December 31,
				2011		2010		2011
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net (loss)		$	(423,612)	$	(44,450)	$	(468,062)
		Adjustments to reconcile net (loss) to net    cash (used in) operating activities:
		Common stock issued for services		250,000		-		250,000
		Amortization of deferred compensation		22,000		8,000		30,000
	Changes in assets and liabilities:
		Increase in accounts payable		53,980		36,450		90,430
		Net cash (used in) operating activities		(97,632)		-		(97,632)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Cash paid for mining claims			(75,836)		-		(75,836)
		Net cash (used in) investing activities		(75,836)		-		(75,836)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Cash received from sale of common stock			175,000		-		175,000
		Net cash (used in) financing activities		175,000		-		175,000
INCREASE IN CASH AND CASH EQUIVALENTS				1,532		-		1,532
Cash, beginning of period				-		-		-
Cash, end of period			$	1,532	$	-	$	1,532
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid			$	-	$	-	$	-
Income taxes paid			$	-	$	-	$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
	Subscription receivable		$	50,000	$	-	$	50,000
	Cancellation of common stock		$	6,000	$	-	$	6,000

See the accompanying notes to the consolidated financial statements

F-5

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NEW FORK URANIUM CORPORATION

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

OCTOBER 25, 2010 (INCEPTION), TO DECEMBER 31, 2011

_________________________________________________________________________________________________________

					Additional						Total
	Common Stock				Paid-in		Subscription		Accumulated		Stockholders
	Shares		Amount		Capital		Receivable		Deficit		Equity (Deficit)
Common stock issued for services at $.001 per       share at inception	30,000,000	$	30,000	$	-	$	-	$	-	$	30,000
Deferred compensation	-		-		(22,000)		-		-		(22,000)
Net (loss) for period ended December 31, 2010	-		-		-		-		(44,450)		(44,450)
Balance, December 31, 2010	30,000,000		30,000		(22,000)		-		(44,450)		(36,450)
Common stock cancelled	(6,000,000)		(6,000)		-		-		-		(6,000)
Common stock issued for services at $.025 per share	10,000,000		10,000		240,000		-		-		250,000
Common stock issued for cash at $.025 per share	6,000,000		6,000		144,000		-		-		150,000
Common stock issued for cash at $.00625 per share	4,000,000		4,000		21,000		-		-		25,000
Common stock issued for cash at $.03 per share	1,666,667		1,667		48,333		(50,000)		-		-
Amortization of deferred compensation	-		-		22,000		-		-		22,000
Net (loss) for the year ended December 31, 2011	-		-		-		-		(423,612)		(423,612)
Balance, December 31, 2011	45,666,667	$	45,667	$	453,333	$	(50,000)	$	(468,062)	$	(19,062)

See the accompanying notes to the consolidated financial statements

F-6

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New Fork Uranium Corporation

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2011 and 2010

NOTE 1 – DESCRIPTION OF BUSINESS

New Fork Uranium Corporation, incorporated in Wyoming on October 25, 2010, is engaged in the acquisition and exploration of mining properties. The Company is an exploration stage company, and its activities have been limited to exploring and acquiring rights to explore, develop and mine properties and may be suitable for development into mines.    The Company’s year-end is December 31.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES

Accounting Method

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Earnings Per Share

Basic net income/loss per share was computed by dividing the net income/loss by the weighted average number of shares outstanding during the year.  The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time they were outstanding.

Fair Value of Financial Instruments

The Company's financial instruments as defined by FASB ASC 825-10-50, include cash, and accounts payable.  All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2011.

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements.  FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1 - Observable inputs such as quoted prices in active markets;

Level 2 - Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 - Unobservable inputs in which there is little of no market data, which require the reporting entity to develop its own assumptions.

F-7

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Provision for Taxes

Income taxes are provided based upon the liability method of accounting pursuant to ASC 740-10-25 Income Taxes – Recognition.  Under the approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end.  A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the “more likely than not” standard imposed by ASC 740-10-25-5 to allow recognition of such an asset.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for income tax purposes.

Significant components of the deferred tax assets at December 31, 2011 and 2010 are as follows:

		2011		2010
Net operating loss carryforward	$	152,000	$	36,000
Deferred tax asset	$	64,000	$	12,500
Valuation allowance		(64,000)		(12,500)
Net deferred tax asset	$	-	$	-

At December 31, 2011, the Company has net operating loss carryforwards of approximately $428,000 which expire in 2030-2031. The change in the allowance account from December 31, 2010 to December 31, 2011 was $51,500.  

Use of Estimates

The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses.  Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements.  Accordingly, upon settlement, actual results may differ from estimated amounts.

Mineral Exploration and Development Costs  

All exploration expenditures are expensed as incurred.  Significant property acquisition payments for active exploration properties are capitalized.  If no minable ore body is discovered, previously capitalized costs are expensed in the period the property is abandoned.  Expenditures to develop new mines, to define further mineralization in existing ore bodies, and to expand the capacity of operating mines, are capitalized and amortized on a unit of production basis over proven and probable reserves.

F-8

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Should a property be abandoned, its capitalized costs are charged to operations.  The Company charges to operations the allocable portion of capitalized costs attributable to properties sold.  Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.

Mineral Properties

Costs of acquiring mineral properties are capitalized by project area upon purchase of the associated claims (see Note 4).  Costs to maintain the mineral rights and leases are expensed as incurred.  When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves.

Mineral properties are periodically assessed for impairment of value and any diminution in value. As of December 31, 2011 and 2010, there was no impairment of mineral properties.

Recent Accounting Pronouncements

The following accounting standards updates were recently issued and have not yet been adopted by the Company. These standards are currently under review to determine their impact on the Company’s consolidated financial position, results of operations, or cash flows.

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”  (“ASU 2011-04”). ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively for interim and annual periods beginning after December 15, 2011. The Company anticipates that the adoption of this standard will not materially expand its consolidated financial statement footnote disclosures or have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income” (“ASU 2011-05”), which amends current comprehensive income guidance. This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity. Instead, the Company must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements. ASU 2011-05 will be effective for public companies during the interim and annual periods beginning after December 15, 2011, with early adoption permitted. The Company anticipates that the adoption of this standard will not materially expand its consolidated financial statement footnote disclosures or have an impact on the Company’s consolidated financial position, results of operations or cash flows.

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 position, results of operations or cash flows.

F-9

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NOTE 3 - FINANCIAL CONDITION, LIQUIDITY AND GOING CONCERN

At December 31, 2011, the Company had stockholders’ deficit of $19,062 and working capital deficit of $94,898 and an accumulated deficit of $468,062.  In addition, the Company has no revenue producing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

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

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

NOTE 4 - MINERAL PROPERTIES

The Company currently owns or controls mineral exploration properties in the state of Wyoming, which are described below and include 521 claims approximately 10,000 acres.  The claims are located in Sweetwater County, Wyoming.  The map below shows the claims.

F-10

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WYOMING PROPERTIES

RCR Claims

This group of sixteen unpatented claims covering an area of approximately 320 acres is located in Sections 1 & 2, T25N, R90W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Februray 22, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.   

BSD Claims

This group of forty two unpatented claims covering an area of approximately 840 acres is located in Sections 11, 12, 13, & 14, T25N, R9W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Februray 22, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

Juliet Claims

This group of eighteen unpatented claims covering an area of approximately 360 acres is located in Section 36 T26N, R91W, Sections 31 & 32 T26N, R90W, and Sections 5 & 6 T25N R90W 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Februray 24, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

CS Claims

This group of thirty unpatented claims covering an area of approximately 600 acres is located in Sections 14, 15, 16, 22, & 23 T25N, R91W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Febuary 22, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

F-11

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EGL Claims

This group of twenty three unpatented claims covering an area of approximately 460 acres is located in Sections 33, 34, 35 T26N, R92W, and Sections 4, 3, & 2 T25N R92W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Febuary 21, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

HS Claims

This group of fourteen unpatented claims covering an area of approximately 280 acres is located in Sections 8, 9, 16, & 17 T26N, R91W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Feburary 23, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

WO Claims

This group of sixteen unpatented claims covering an area of approximately 320 acres is located in Sections 22 & 27 T26N, R91W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Feburary 23, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

GB Claims

This group of ten unpatented claims covering an area of approximately 200 acres is located in Section 21 T26N, R91W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Feburary 23, 2011 to March 5, 2011  and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

PSR Claims

This group of eighty seven unpatented claims covering an area of approximately 1,740 acres is located in Sections 20, 29, 30, 31, 32 T26N, R90W and Sections 25 & 36 T26N, R91W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Feburary 23 & 24, 2011 and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Management in Cheyenne, Wyoming on May 12, 2011.

OD2 Claims

This group of one hundred and five unpatented claims covering an area of approximately 1,800 acres is located in Sections 13 T26N, R92W and Sections 7, 8, 9, 17, 18, 19 T26N R91W, 6^th Principal Meridan, Sweetwater County, Wyoming.  Nintey claims were located on Feburary 14, 15, 16, & 23 2011 and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Managerment in Cheyenne, Wyoming on May 12, 2011.  Fifteen additonal claims were staked on April 23, 2011.  These claims were filed with Sweetwater County, Wyoming on May 24, 2011 and with the Bureau of Land Management in Cheyenne, Wyoming on July 14, 2011.

F-12

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OSB Claims

This group of one hundred sixty unpatented claims covering an area of approximately 3,200 acres is located in Section 13 T26N, R92W and Sections 7, 8, 9, 17, 18, 19 T26N R91W, 6^th Principal Meridan, Sweetwater County, Wyoming.  The claims were located on Feburary 16, 18, 19, & 21 2011 and filed with Sweetwater County on April 14, 2011.  The claims were filed with Bureau of Land Managerment in Cheyenne, Wyoming on May 12, 2011.

NOTE 5– CAPITAL STOCK

Common Stock

The Company is authorized to issue 100,000,000 shares of common stock.  All shares have equal voting rights, are non-assessable and have one vote per share.  Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they choose to do so, elect all of the directors of the Company.

During its initial capitalization, the Company issued 30,000,000 shares of its common stock to officers for services valued at $30,000.

During the year ended December 31, 2011, the Company issued 11,666,667 shares of its common stock for cash of $175,000, $50,000 was subscribed for, and 10,000,000 shares for corporate finance advisory services valued at $250,000. Additionally, 6,000,000 shares valued at $6,000 that were previously issued were cancelled.

Deferred Compensation

The Company recorded deferred compensation on stock granted in November 2010 for consulting for the period November 2010 through July 2011.  This deferred compensation was amortized as the services were rendered.  At December 31, 2011 the balance in deferred compensation was $0, compared to $22,000 at December 31, 2010.  The Company amortized $22,000 in deferred compensation during the year ended December 31, 2011.

NOTE 6- RELATED PARTY TRANSACTIONS

During 2011, Minex Exploration which is controlled by our Director Gregory Schifrin, provided services to New Fork Uranium related to maintaining our mining claims in Sweetwater County, Wyoming for $86,358.  As of December 31, 2011, the full amount of $86,358 was owed to Minex Exploration.

During 2011 James G. Baughman, our CEO and Director, was owed $8,000 in fees for his duties as CEO and $4,995 in expense reimbursements.  As of December 31, 2011, the entire amount of $12,995 was owed to Mr. Baughman.

F-13

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NOTE 7- COMMITMENTS AND CONTINGENCIES

On July 1, 2011, the Company entered into a consulting agreement with Capital Peak Partners, LLC to provide various corporate finance advisory services for $50,000.   As of December 31, 2011 the full amount of $50,000 was owed to Capital Peak Partners, LLC.

NOTE 8 – SUBSEQUENT EVENTS

On March 14, 2012, Fischer-Watt Gold Company, Inc. (”Fischer-Watt”) and the Shareholders of New Fork Uranium Corporation, a Wyoming corporation, entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) whereby the shareholders of Company sold all of the issued and outstanding shares of New Fork to Fischer-Watt in exchange for the issuance to the shareholders of an aggregate of 50,000,000 shares of common stock, $.001 par value, of Fischer-Watt.

The 50,000,000 shares of common stock of Fischer-Watt 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 Fischer-Watt’s common stock for each outstanding New Fork share of common stock issued and outstanding on the effective date of the Stock Purchase Agreement.  

F-14

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EX-99

EXHIBIT 99.2

INDEX TO FINANCIAL STATEMENTS

Page No.

Fischer-Watt Gold Company, Inc. Pro-Forma Consolidated Financial Statements   (Unaudited) as of January 31, 2011
	Fischer-Watt Gold Company, Inc. Pro-Forma Consolidated Balance Sheets	F-2
	Fischer-Watt Gold Company, Inc. Pro-Forma Consolidated Statements     of Operations Notes to Pro-Forma Consolidated Financial Statements	F-3 F-4

F-1

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FISCHER-WATT GOLD COMPANY, INC.

(An Exploration Stage Company)

PRO-FORMA CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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						Fischer-Watt Gold Company		New Fork Uranium
						January 31,		December 31,
						2012		2011		Adjustments		Consolidated
ASSETS
	CURRENT ASSETS
		Cash and cash equivalents			$	315	$	1,532	$		$	1,847
		Restricted deposits				35,000		-				35,000
		Prepaid and other current assets				74,894		-				74,894
				Total Current Assets		110,209		1,532		-		111,741
	OTHER ASSETS
		Mining claims				-		75,836		2,000,000		2,075,836
	TOTAL ASSETS				$	110,209	$	77,368	$	2,000,000	$	2,187,577
LIABILITIES AND STOCKHOLDERS' EQUITY
	CURRENT LIABILITIES
		Accounts payable and accrued expenses			$	6,614	$	850	$		$	7,464
		Accounts payable and accrued expenses –    related party				227,373		95,580				322,953
		Note payable - shareholders				340,000		-				340,000
		Accounts payable and accrued expenses –    shareholders				271,667		-				271,667
				Total Current Liabilities		845,654		96,430		-		942,084
	STOCKHOLDERS' (DEFICIT)
		Common stock				87,061		45,667		4,333		137,061
		Additional paid-in capital				18,604,669		453,333		1,477,605		20,535,607
		Common stock subscriptions				-		(50,000)		50,000		-
		Accumulated income prior to exploration    stage				(15,353,115)						(15,353,115)
		Accumulated deficit during exploration    stage				(4,074,060)		(468,062)		468,062		(4,074,060)
			Total Stockholders' Equity			(735,445)		(19,062)		2,000,000		1,245,493
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$	110,209	$	77,368	$	2,000,000	$	2,187,577

See the accompanying notes to the consolidated financial statements

F-2

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FISCHER-WATT GOLD COMPANY, INC.

(An Exploration Stage Company)

PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

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				Fischer-Watt		New Fork
				Gold Company		Uranium
				January 31,		December 31,
				2012		2011		Adjustments		Consolidated
Revenue			$	-	$	-	$		$	-
Costs and expenses
	Exploration			128,739		44,133				172,872
	Professional fees			-		277,000				277,000
	Maintenance fees			-		99,986				99,986
	General and administrative			344,551		2,493				347,044
		Total operating expenses		473,290		423,612		-		896,902
(Loss) from operations				(473,290)		(423,612)		-		(896,902)
Other Income (Expense)
	Interest income			539						539
	Interest expense			(27,280)						(27,280)
	Other income			504						504
		Total other income (expense)		(26,237)		-		-		(26,237)
(Loss) before taxes				(499,527)		(423,612)		-		(923,139)
Income taxes
	Income tax benefit			-		-				-
	Tax expense			-						-
Net (loss)			$	(499,527)	$	(423,612)	$	-	$	(923,139)

See the accompanying notes to the consolidated financial statements

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FISCHER-WATT GOLD COMPANY, INC.

NOTES TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2012

(UNAUDITED)

NOTE 1 – BASIS OF PRO-FORMA PRESENTATION

On March 14, 2012, the Company entered into a Stock Purchase Agreement with the shareholders of New Fork Uranium Corporation (“New Fork”), a Wyoming corporation, whereby the shareholders of New Fork sold all of the issued and outstanding shares of New Fork to the Company in exchange for the issuance to the shareholders of an aggregate of 50,000,000 shares of common stock, at $0.001 par value, of the Company.

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.

New Fork holds 521 mining claims in the areas adjacent to the Company’s Cyclone Rim uranium exploration properties in Sweetwater County, Wyoming. New Fork’s assets are comprised of 521 federal mining claims covering about 10,000 acres of BLM land. These claims cover a large portion of the sinuous, uranium bearing roll-front that exists in this part of south-central Wyoming. The Company’s existing Cyclone Rim claims cover a 28 mile extent of the western portion of this same roll-front trend. This area of Sweetwater County is a historical uranium-mining district that is seeing a resurgence of development activity. The Company now holds significant acreage on key uranium ground in the Red Desert

Fischer-Watt’s fiscal year end is January 31^st and New Fork’s fiscal year end is December 31^st.

NOTE 2 – PRO-FORMA ADUSTMENTS

Adjustments included in the pro-forma consolidated financial statements are as follows:

a. To eliminate the historical stockholders’ equity of New Fork.

b. To record the issuance of 50,000,000 shares of FWGO common stock to the shareholders of New Fork at $0.04 per share.

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