10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A-2

_________________

(Mark One)

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

For the Quarterly Period Ended July  31, 2011

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

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date:

September 13, 2011.

Common Stock, par value $.001	80,738,305
Title of Class	Number of Shares

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.

2

PURPOSE OF AMENDMENT

The purpose of this Amendment No. 2 to Form 10–Q to the quarterly report of Fischer-Watt Gold Company, Inc. (the “Company”) for the quarter ended July 31, 2011, filed with the Securities and Exchange Commission on September 14, 2011 (the “Form 10–Q”), is to correct an incorrect EDGAR filing made by a third party filer on behalf of the Company on September 29, 2011 in which the filer did not file the amendment with the correct SEC EDGAR filing form and did not indicate the correct period of the Form 10-Q Report as July 31, 2011.

The sole purpose of the initial amendment filing was was made to furnish Exhibit 101 to the Company’s Form 10–Q for the quarter ended July 31, 2011 in accordance with Rule 405 of Regulation S–T.

As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 is required to be furnished by amendment within 30 days of the original filing date of the Form 10-Q.

No other changes have been made to the Form 10–Q.  This Amendment No. 2 speaks as of the original filing date of the Form 10–Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10–Q.

Pursuant to rule 406T of Regulation S–T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

PART 11.  OTHER INFORMATION

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 2002 for Peter Bojtos*
101	XBRL Financials

*  Previously Filed

3

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Amendment No. 1 to the report to be signed on its behalf by the undersigned, thereunto duly authorized.

		FISCHER-WATT GOLD COMPANY, INC.
Date:	October 4, 2011	By:	/s/ Peter Bojtos
			Peter Bojtos
			Chairman of the Board of Directors, President and Chief Executive Officer

4

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Consolidated Balance Sheets (Parenthetical) (USD $)	Jul. 31, 2011	Jan. 31, 2011
Common Stock, Par Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares Issued	80,738,305	79,938,305
Common Stock, Shares Outstanding	80,738,305	79,938,305
Preferred Stock, Par Value Per Share	$ 2	$ 2
Preferred Stock, Shares Authorized	250,000	250,000
Preferred Stock, Shares Outstanding	0	0

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Consolidated Statements of Operations (USD $)	3 Months Ended		6 Months Ended		127 Months Ended
	Jul. 31, 2011	Jul. 31, 2010	Jul. 31, 2011	Jul. 31, 2010	Jul. 31, 2011
Revenue					$ 44,240	[1]
Costs and expenses:
Cost of sales					50,000	[1]
Exploration	31,745	125,686	63,490	228,732	1,380,774	[1]
Writedown of goodwill					309,500	[1]
Writedown of inventory to market value					125,000	[1]
General and administrative	154,027	56,699	208,118	109,851	3,893,050	[1]
Total Cost and Expenses	185,772	182,385	271,608	338,583	5,758,324	[1]
(Loss) from operations	(185,772)	(182,385)	(271,608)	(338,583)	(5,714,084)	[1]
Other income (expense)
Interest expense	(4,927)	(4,726)	(9,853)	(9,189)	(106,077)	[1]
Relief of payables and other indebtedness					66,935	[1]
Other income			504		2,404,688	[1]
Interest income	4	455	39	1,544	37,205	[1]
Total Other Income (Expenses)	(4,923)	(4,271)	(9,309)	(7,645)	2,402,752	[1]
Income (loss) before income taxes	(190,695)	(186,656)	(280,917)	(346,228)	(3,311,332)	[1]
Income taxes					(556,868)	[1]
Net income (loss)	$ (190,695)	$ (186,656)	$ (280,917)	$ (346,228)	$ (3,868,200)	[1]
Per share information - basic and fully diluted
Net income (loss) per share Basic and fully diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00		[1]
Weighted average shares outstanding Basic and diluted	80,571,272	79,765,117	80,571,272	77,433,661		[1]

[1] From the period of Inception of Exploration Stage

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Document and Entity Information	6 Months Ended
	Jul. 31, 2011	Sep. 13, 2011
Document and Entity Information
Entity Registrant Name	Fischer Watt Gold Co Inc
Document Type	10-Q
Document Period End Date	Jul. 31, 2011
Amendment Flag	false
Entity Central Index Key	0000844788
Current Fiscal Year End Date	--01-31
Entity Common Stock, Shares Outstanding		80,738,305
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

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Accounts Payable and Accrued Expenses Shareholders

6 Months Ended

Jul. 31, 2011

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

(7)Accounts Payable and Accrued Expenses – Shareholders

During the year ended January 31, 2011, the Company repaid $25,000 due to a shareholder. In addition, two shareholders converted $171,589 of amounts owed to them into 2,850,820 shares of common stock as part of a private placement.

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Earnings Per Share

6 Months Ended

Jul. 31, 2011

Per share information - basic and fully diluted

Earnings Per Share [Text Block]

(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 shares and dilutive common stock equivalents outstanding. During periods when they are anti-dilutive, common stock equivalents are not included in the calculation.

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Stockholders’ (Deficit)

6 Months Ended

Jul. 31, 2011

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

(9)Stockholders’ (Deficit)

During the year ended January 31, 2011, the Company issued 2,859,820 shares of common stock at $0.06 per share in settlement of amounts due to two shareholders.  The Company completed a private placement in the amount of $226,000 by issuance of 3,766,667 shares of common stock at $0.06 per share. Each share included a warrant exercisable at $0.12 over two years.  The Company granted options valued at $7,138 for investor relations services. In addition, a related party contributed $48,000 to capital.

During the quarter ending July 31, 2011, the Company issued a total of 800,000 in shares to two individuals who had previously donated their time to the Company.750,000 shares at $.04 per share were granted and expensed as consulting expense and an additional 50,000 shares at $.04 were granted to a related party and expensed as website expense. A related party forgave notes payable in the amount of $600,000.This amount was recorded as a contribution to capital.

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Common Stock Options and Warrants

6 Months Ended

Jul. 31, 2011

Table Text Block Supplement [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

(10)Common Stock Options and Warrants

The Company's Stock Option Plan states that the exercise price of each option will be granted at an amount that equals the market value at the date of grant. All options vest at a time determined at the discretion of the Company's Board of Directors. All options expire if not exercised within 10 years from the date of grant, unless stated otherwise by the Board of Directors upon issuance.

The Company records compensation expense for the fair value of options granted under the Company's stock option plan.  The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model.

During the quarter ending July 31, 2011, the Company issued stock options of 2,000,000 each to the four directors. The options were priced at $0.05 per share and expire 5 years from the date of issuance. The fair value of the option grant was estimated on the date of grant utilizing the Black-Scholes option pricing model.  The fair value of these options was determined to be $76,741 based on the following assumptions:  expected life of options of 5 years, expected volatility of 186%, risk-free interest rate of 1.6% and no dividend yield.  

Options	Number of Shares	Weighted Average Exercise Price	Remaining Contractual Life (in years)	Aggregate Intrinsic Value
Outstanding at February 1, 2011	15,000,000	$0.24	2.6 yrs	$3,554,000
Issued	2,000,000	$0.05	4.8 yrs	100,000
Exercised	-	-	-	-
Expired/Cancelled	(2,650,000)	$0.10	-	(265,000)
Outstanding at July 31, 2011	14,350,000	$0.24	2.7 yrs	$3,389,000
Exercisable at July 31, 2011	14,350,000	$0.24	2.7 yrs	$3,389,000

The following table summarizes information about fixed-price stock options at July 31, 2011:

Range of Prices	Weighted Average Number Outstanding	Contractual Life	Weighted Average Exercise Price	Weighted Average Number Exercisable	Weighted Average Exercise Price
$0.05	600,000	1.0 yrs	$0.05	600,000	$0.05
$0.05	2,000,000	5.0 yrs	$0.05	2,000,000	$0.05
$0.06	3,150,000	4.0 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	4.0 yrs	$0.08	500,000	$0.08
$0.10	2,000,000	1.3 yrs	$0.10	2,000,000	$0.10
$0.30	100,000	4.0 yrs	$0.30	100,000	$0.30
$0.40	4,000,000	1.9 yrs	$0.40	4,000,000	$0.40
$0.60	2,000,000	4.9 yrs	$0.60	2,000,000	$0.60

During the year ended January 31, 2011, the Company issued 6,626,486 warrants in connection with a private placement.  The warrants are exercisable for a period of two years for $0.12 per share.  However, if the common shares trade at over $0.18 per share in any 20-day period during the life of the warrants, the Company has the right to accelerate the expiry date of the warrants.

On July 31, 2011, the Company had the following outstanding warrants:

Exercise Price	Number  Of Shares	Remaining Contractual Life	Exercise Price times Number of Shares	Weighted Average Exercise Price	Aggregate Intrinsic Value
$0.12	6,626,486	1.0 yrs	$795,178	$0.12	-

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Asset Retirement Obligations and Restricted Deposits

6 Months Ended

Jul. 31, 2011

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation Disclosure [Text Block]

(8)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.The Company posts restricted deposits with US government agencies that are legally restricted for the purpose of settling these obligations.

During 2008 and 2009, TUSA carried out the required reclamation work and reseeding of affected areas in Wyoming.  During the year ended January 31, 2010, the Wyoming Department of Environmental Quality (WDEQ) inspected the property and subsequently released $575,600 of restricted deposits. Approximately $340,000 of this amount was used to pay annual mineral claim fees, $200,000 was paid to Tournigan Energy, and the balance was used for general corporate purposes.

During the year ended January 31, 2011, the remaining reclamation work was completed, and $304,400 of restricted deposits were released.Approximately $127,000 of this amount was used to pay annual mineral claim fees, $130,000 was paid to Tournigan Energy, and $47,000 was used for general corporate purposes.

The balance of restricted deposits at July 31, 2011 was $50,000, which will be released upon future inspection by the Arizona BLM.

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Basis of Presentation

6 Months Ended

Jul. 31, 2011

Basis of Presentation and Significant Accounting Policies [Text Block]

(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, 2011.

The accounting policies followed by the Company are set forth in Note 1 to the Company’s consolidated financial statements in the 2011 Form 10-K, and are supplemented throughout the notes to condensed consolidated financial statements in this report.  It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes included in the 2011 Form 10-K. 

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

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Going Concern Consideration

6 Months Ended

Jul. 31, 2011

Going Concern Note

(4)Going Concern Consideration

The Company has incurred operating losses of $19,221,315 since inception and had a stockholders’ deficit and working capital deficit of  $953,294 at July 31, 2011 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.

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Correction of an Error

6 Months Ended

Jul. 31, 2011

Prior Period Adjustment [Abstract]

Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]

(5)Correction of an Error

The April 30, 2010 statement of cash flows has been restated to correct the presentation of restricted cash.  These amounts were originally reported as an operating activity instead of an investing activity.

The above restatement did not have any effect on previously reported net income (loss) or earnings per share amounts.

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Recently Issued Accounting Pronouncements

6 Months Ended

Jul. 31, 2011

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]

(6)Recently Issued Accounting Pronouncements

The Company adopted the following new accounting standards during the  six month period ending July 31, 2011.

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.

ASU No. 2010-13 clarified the classification of an employee share based payment award with an exercise price denominated in the currency of a market in which the underlying security trades.  The Company adopted this ASU effective January 1, 2011.  The adoption of this ASU did not have a material impact on our consolidated results of operations or cash flows.

ASU 2010-29, “Business Combinations,” requires a public entity that prepares comparative financial statements to disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of this ASU did not have a material impact on our consolidated 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 have a material impact on the Company's consolidated financial statements.

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Consolidated Statements of Cash Flows (USD $)	6 Months Ended		127 Months Ended
	Jul. 31, 2011	Jul. 31, 2010	Jul. 31, 2011
Cash flows from operating activities:
Net income (loss)	$ (280,917)	$ (346,228)	$ (3,868,200)	[1]
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Income from sale of mineral interest			(2,235,000)	[1]
Writedown of inventory to market value			125,000	[1]
Impairment of mineral rights			309,500	[1]
Gain on relief of payables and other indebtedness			(66,935)	[1]
Depreciation			7,062	[1]
Issuance of common stock for services and other non-cash items	32,000		256,534	[1]
Stock subscriptions related to services provided			82,750	[1]
Stock options issued for services			75,500	[1]
Stock compensation		7,138	699,937	[1]
Stock option expense	76,741		76,741	[1]
Changes in assets and liabilities:
Inventory			50,000	[1]
Other current assets	63,490	169,348	(8,202)	[1]
Accounts payable	53,986	42,309	502,819	[1]
Asset retirement obligation			(52,000)	[1]
Accounts payable and accrued expenses - shareholders		(25,000)	530,856	[1]
Total adjustments	226,217	193,795	354,562	[1]
Net cash (used in) operating activities	(54,700)	(152,433)	(3,513,638)	[1]
Cash flows from investing activities:
Cash received in Tournigan acquisition			12,829	[1]
Proceeds from sale of mineral interest			2,235,000	[1]
Release of reclamation bonds			880,000	[1]
Net cash provided by investing activities			3,127,829	[1]
Cash flows from financing activities:
Repayment of amounts due to Tournigan Energy Inc.			(330,000)	[1]
Proceeds from issuance of common shares and stock subscriptions		226,000	806,486	[1]
Proceeds from exercise of options			35,000	[1]
Proceeds from notes payable - shareholders			170,500	[1]
Repayment of note payable - shareholder			(1,001,568)	[1]
Capital contribution by shareholder			689,068	[1]
Net cash provided by (used in) financing activities		226,000	369,486	[1]
Increase (decrease) in cash and cash equivalents	(54,700)	73,567	(16,323)	[1]
Cash and cash equivalents, beginning of period	58,764	6,624	20,387	[1]
Cash and cash equivalents, end of period	4,064	80,191	4,064
Supplemental cash flow information:
Cash paid for interest	0	0	0
Cash paid for income taxes			556,868
Non cash investing and financing activities:
Reclassification of capital contributions to note payable			864,068	[1]
Conversion of notes payable and accrued interest to common stock			187,500	[1]
Conversion of amounts due to shareholders to common stock		171,589	374,089	[1]
Conversion of amounts due to shareholders upon exercise of stock warrants			116,000	[1]
Common shares issued for stock subscriptions		9,000	433,813	[1]
Conversion of amounts due to affiliate to stock subscription			131,282	[1]
Purchase of inventory via direct payment by shareholder			175,000	[1]
Contribution of accounts payable and accrued expenses - shareholder			50,000	[1]
Contribution of amounts due to Tournigan Energy Ltd. to capital	$ 600,000		$ 873,327	[1]

[1] From the period of Inception of Exploration Stage

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Mineral Properties

6 Months Ended

Jul. 31, 2011

Mineral Industries Disclosures [Abstract]

Mineral Industries Disclosures [Text Block]

(2)Mineral Properties

On February 27, 2009, the Company completed the purchase of Tournigan USA, Inc. which was formerly a wholly owned subsidiary of Tournigan Energy Ltd. The prime asset in Tournigan USA, Inc. is its portfolio of mineral claims and leases currently covering in excess of 18,000 acres in Wyoming, South Dakota and Arizona that cover some of the most prospective uranium-bearing geology in the United States. Under terms of the agreement, Tournigan Energy Ltd retains a 30% carried interest in respect of each property in Tournigan USA, Inc up to the completion of a feasibility study for any project encompassing any such property. Upon completion of a feasibility study, the 30% carried interest will convert into a 30% working interest in the Project or Tournigan Energy Ltd will have the option to dilute down to a 5% net profits interest.

The Company delivered a promissory note in the amount of $325,327 to Tournigan Energy Ltd. This note 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 of July 31, 2011, the deposit for reclamation bonds has been reduced to $50,000.

Both the promissory note to Tournigan Energy Ltd and the release of the reclamation bonds were 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.

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 $400,000, less the cost of reclamation work was 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.

On December 22, 2010, Fischer-Watt repaid Tournigan Energy a further $130,000.

At April 30, 2011, after completion of reclamation, the balance due to Tournigan Energy was $600,000.  This amount was to be repaid from one-half of the proceeds (net of issuance costs) of all equity share issues of Fischer-Watt until Tournigan Energy has been paid in full.

On July 13, 2011, the Company renegotiated its debt and property interests with Tournigan Energy concerning its uranium properties in the western United States. Tournigan Energy has agreed to defer receipt of its debt and property interests by converting these Company liabilities to a two percent (2%) net smelter return (“NSR”) royalty interest on uranium properties within the Company’s current areas of work.

Under the terms of its existing agreement with Tournigan Energy, the Company had the following obligations:

a)  $600,000 remained owing to Tournigan Energy, payable from fifty percent (50%) of the proceeds of future equity financings;

b)  Tournigan Energy retained a 30% carried interest on the Company’s uranium properties in Wyoming, South Dakota and Arizona through to feasibility on any project on these properties;

c)  After completion of feasibility on a project, Tournigan Energy could elect to convert its interest to a 30% contributory working interest in the project, or its interest would be diluted to a five percent (5%) net profits interest.

Under the renegotiated terms, Tournigan Energy will:

a)  Forgive the $600,000 payable by the Company;

b)  Convert its interests in the Company’s properties to a two percent (2%) NSR royalty up to a maximum of $10,000,000;

c)  The Company is entitled to buy back up to one-half of this royalty for $3,000,000 at any time up to July 13, 2016, and thereby reduce the remaining royalty to a one percent (1%) NSR royalty capped at $5,000,000;

d)  The NSR royalty will apply to any uranium production by the Company in the Wyoming counties of Carbon, Fremont, Sublette and Sweetwater, and the South Dakota county of Fall River. These are all areas where the Company currently holds uranium property interests.

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.

The transaction described above relating to the acquisition of TUSA was accounted for as a business combination in accordance with SFAS No. 141R (ASC Topic 805). A summary of the transaction is presented below:

Fair value of net tangible assets acquired:
	Cash	$ 12,829
	Accrued interests receivable	3,202
	Restricted deposits	930,000
	Accounts payable	(204)
	Asset retirement obligation	(52,000)
	Acquired net assets (100%)	893,827
Purchase Price:
	Promissory note payable	$ 325,327
	Due to Tournigan Energy, Ltd., net	878,000
	Total	$1,203,327
	Mineral rights	$ 309,500

Subsequent to the acquisition of TUSA, the Company evaluated its new holdings, and determined that the carrying value of the mineral rights exceeded their net realizable value.  Accordingly, the Company recorded an impairment charge of $309,500 for the year ended January 31, 2010.

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Subsequent Events

6 Months Ended

Jul. 31, 2011

Subsequent Events, Policy [Policy Text Block]

(11)  Subsequent Events

The Company received $150,000 in loan proceeds from a shareholder to pay the $127,000 in BLM annual maintenance fees as well as to fund operating expenses.  The payment of $127,000 was made to the BLM prior to its due date of September 1, 2011.  The loan will bear interest at the rate of 10% per annum and will be repaid from the first use of any available cash that becomes available to the Company.

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Consolidated Balance Sheets (USD $)	Jul. 31, 2011		Jan. 31, 2011
Current Assets:
Cash	$ 4,064		$ 58,764
Restricted deposits	50,000		50,000
Prepaid and other current assets	11,404		74,894
Total current assets	65,468		183,658
Current Liabilities:
Accounts payable and accrued expenses	445,414		391,428
Note payable - shareholders	160,000		160,000
Accounts payable and accrued expenses - shareholders	413,348		413,348
Due to Tournigan Energy Ltd			600,000
Total current liabilities	1,018,762		1,564,776
Stockholders' (Deficit):
Preferred stock, non-voting, convertible		[1]		[1]
Common stock	80,737	[2]	79,937	[3]
Additional paid-in capital	18,174,534		17,466,593
Common stock subscriptions	12,750		12,750
Accumulated (deficit) prior to exploration stage	(15,353,115)		(15,353,115)
Accumulated (deficit) during the exploration stage	(3,868,200)		(3,587,283)
Total Stockholders' Equity	(953,294)		(1,381,118)
Liabilities and Stockholders' Equity	$ 65,468		$ 183,658

[1] $2 par value, 250,000 shares authorized,0 shares outstanding

[2] $0.001 par value, 200,000,000 shares authorized,80,738,305 shares issued and outstanding at July 31, 2011

[3] $0.001 par value, 200,000,000 shares authorized, 79,938,305 shares issued and outstanding at January 31, 2011