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  October 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.

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Large accelerated filer ¨ Accelerated filer ¨

Non-accelerated filer ¨ (Do not check if smaller reporting company) Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No þ

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date:  December 5, 2011.

Common Stock, par value $.001	87,062,125
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.

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PART I - FINANCIAL INFORMATION

Item 1 - FINANCIAL STATEMENTS

Fischer-Watt Gold Company, Inc.

(An Exploration Stage Company)

Consolidated Balance Sheets

			October 31, 2011		January 31, 2011
			(unaudited)		(audited)
	ASSETS
Current Assets:
	Cash	$	6,332	$	58,764
	Restricted deposits		50,000		50,000
	Prepaid and other current assets		106,639		74,894
	Total current assets	$	162,971	$	183,658
	LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
	Accounts payable and accrued expenses	$	213,480	$	391,428
	Note payable - shareholders		340,000		160,000
	Accounts payable and accrued expenses - shareholders		271,667		413,348
	Due to Tournigan Energy Ltd		-		600,000
	Total current liabilities		825,147		1,564,776
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, 87,062,125 and 79,938,305 shares
	issued and outstanding, respectively		87,061		79,937
	Additional paid-in capital		18,604,669		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		(4,013,541)		(3,587,283)
			(662,176)		(1,381,118)
		$	162,971	$	183,658

See the accompanying notes to the consolidated financial statements

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Fischer-Watt Gold Company, Inc.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Unaudited)

											February 1, 2001
			Three Months Ended				Nine Months Ended				(Inception of
			October 31,		October 31,		October 31,		October 31,		Exploration Stage)
			2011		2010		2011		2010		October 31,
Revenue		$	-	$	-	$	-	$	-	$	44,240
Costs and expenses:
	Cost of sales		-		-		-		-		50,000
	Exploration		33,455		66,043		96,945		294,775		1,414,229
	Writedown of goodwill		-		-		-		-		309,500
	Writedown of inventory to     Market  value		-		-		-		-		125,000
	General and administrative		104,086		59,199		312,203		169,052		3,997,135
			137,541		125,242		409,148		463,827		5,895,864
	(Loss) from operations		(137,541)		(125,242)		(409,148)		(463,827)		(5,851,624)
Other income (expense)
	Interest expense		(7,800)		(4,845)		(17,653)		(14,034)		(113,877)
	Relief of payables and other
	indebtedness		-		-		-		-		66,935
	Other income		-		-		504		-		2,404,688
	Interest income		-		517		39		2,061		37,205
			(7,800)		(4,328)		(17,110)		(11,973)		2,394,951
	Income (loss) before income taxes		(145,341)		(129,570)		(426,258)		(475,800)		(3,456,673)
Income taxes			-		-		-		-		(556,868)
Net income (loss)		$	(145,341)	$	(129,570)	$	(426,258)	$	(475,800)	$	(4,013,541)
Per share information - basic and    fully diluted
Net income (loss) per share
	Basic and fully diluted	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.01)
Weighted average shares outstanding
	Basic and diluted		81,016,275		79,938,305		80,513,655		78,277,717

See the accompanying notes to the consolidated financial statements

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Fischer-Watt Gold Company, Inc.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

								February 1, 2001
				Nine Months Ended				(Inception of
				October 31,		October 31,		Exploration Stage)
				2011		2010		to Oct 31, 2011
Cash flows from operating activities:
	Net loss		$	(426,258)	$	(475,800)	$	(4,013,541)
	Adjustments to reconcile net (loss) to net cash
		(used in) operating activities
		Income from sale of mineral interest		-		-		(2,235,000)
		Writedown of inventory to market value		-				125,000
		Impairment of mineral rights		-		-		309,500
		Gain on relief of payables and other indebtedness		-		-		(66,935)
		Depreciation		-		-		7,062
		Issuance of common stock for services and other non-cash items		95,280		-		319,814
		Stock subscriptions related to services provided		-		-		82,750
		Stock options issued for services		-		-		75,500
		Stock compensation		-		-		699,937
		Stock option expense		76,741		7,138		76,741
	Changes in assets and liabilities:
		Inventory		-		-		50,000
		Other current assets		(31,745)		95,715		(103,437)
		Accounts payable		53,550		-		502,383
		Asset retirement obligation		-		-		(52,000)
		Accounts payable and accrued expenses - shareholders		-		54,504		530,856
		Total adjustments		193,826		157,258		322,161
		Net cash (used in) operating activities		(232,432)		(318,542)		(3,691,380)
	Cash flows from investing activities:
		Cash received in Tournigan acquisition		-		-		12,829
		Proceeds from sale of mineral interest		-		-		2,235,000
		Release of reclamation bonds		-		240,178		880,000
		Net cash provided by investing activities		-		240,178		3,127,829
	Cash flows from financing activities:
		Repayment of amounts due to Tournigan Energy Inc		-		-		(330,000)
		Proceeds from issuance of common shares and stock subscriptions		-		226,000		806,486
		Proceeds from exercise of options		-		-		35,000
		Proceeds from notes payable - shareholder		180,000		-		350,500
		Repayment of note payable -shareholder		-		-		(1,001,568)
		Capital contribution by shareholder		-		-		689,068
		Net cash provided by (used in) financing activities		180,000		226,000		549,486
Increase (decrease) in cash and cash equivalents				(52,432)		147,636		(14,065)
Cash and cash equivalents, beginning of period				58,764		6,624		20,387
Cash and cash equivalents, end of period			$	6,332		154,260		6,322
Supplemental cash flow information:
		Cash paid for interest	$	-	$	-	$	-
		Cash paid for income taxes	$	-	$	-	$	556,898
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	$	141,681	$	-	$	329,181
		Conversion of amounts due to shareholders to common stock	$	-	$	171,589	$	374,089
		Conversion of amounts due to shareholders upon exercise of
		stock warrants	$	231,498	$	-	$	347,498
		Common shares issued for stock subscriptions	$	-	$	9,000	$	433,813
		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
		Contribution of amounts due Tournigan Energy Ltd to capital	$	600,000	$	-	$	873,327

See the accompanying notes to the consolidated financial statements

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FISCHER-WATT GOLD COMPANY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2011

(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, 2011.

The accounting policies followed by the Company are set forth in Note 1 to the Companys’ 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.

(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 October 31, 2011, the deposit for reclamation bonds has been reduced to $50,000.

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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 has:

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

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

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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 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, 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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(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.

(4)

Going Concern Consideration

The Company has incurred operating losses of $19,366,656 since inception and had a stockholders’ deficit and working capital deficit of $  662,176 at October 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 endeavours 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)

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.

(6)

Recently Issued Accounting Pronouncements

The Company adopted the following new accounting standards during the nine month period ending October 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.

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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.

(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.

During the quarter ending October 31, 2011, a shareholder reduced the debt owing to him by converting $269,180 of debt into common equity. The shareholder exercised 1,679,150 warrants to purchase common shares at $0.12, exercised 300,000 in options at $0.10 and accepted 2,164,000 common shares for a total settlement of $269,180.

Another shareholder exercised 1,180,670 warrants to purchase common shares at $0.12, and accepted an additional 1,000,000 common shares in full settlement of debt owing in the amount of $141,680.40.

(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.

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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 October 31, 2011 was $50,000, which will be released upon future inspection by the Arizona BLM.

(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.

During the quarter ending October 31, 2011, the Company issued a total of 6,323,820 common shares in settlement of debt of $410,860.

(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.

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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	(300.000)	$0.10	-	(30,000)
Expired/Cancelled	(2,650,000)	$0.10	-	(265,000)
Outstanding at October 31, 2011	14,050,000	$0.24	2.5 yrs	$3,359,000
Exercisable at October 31, 2011	14,050,000	$0.24	2.5 yrs	$3,359,000

The following table summarizes information about fixed-price stock options at October 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	.25 yrs	$0.05	600,000	$0.05
$0.05	2,000,000	4.5 yrs	$0.05	2,000,000	$0.05
$0.06	3,150,000	3.23 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	3.23yrs	$0.08	500,000	$0.08
$0.10	1,700,000	.5 yrs	$0.10	1,700,000	$0.10
$0.30	100,000	3.23 yrs	$0.30	100,000	$0.30
$0.40	4,000,000	1.1 yrs	$0.40	4,000,000	$0.40
$0.60	2,000,000	4.1 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. Warrants in the amount of 2,859,820 were exercised by two shareholders in settlement of debt.

On October 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	3,766,660	1.0 yrs	$451,999	$0.12	-

(11) Subsequent Events

On November 29, 2011, the reclamation bond was reduced $50,000 to $35,000.  The $15,000 was released to the Company on that same date.

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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 completed the acquisition of 100% of the common shares of Tournigan USA, Inc (TUSA), a wholly owned subsidiary of Tournigan Energy, Ltd. (Tournigan Energy). As consideration for this transaction, the Company issued Tournigan Energy an interest-free promissory note in the amount of $325,327. In addition, the Company agreed to 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. The Company 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 could elect to convert its interest into a 30% contributing working interest or allow its interest to dilute to a 5% net profits interest.

Peter Bojtos, President, CEO and Chairman of the Board of Fisher-Watt, declared his interest in this transaction as 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 ASC Topic 805 (formerly FAS 141R).

Due to Tournigan Energy Ltd.

In connection with the acquisition of TUSA, the Company issued to Tournigan Energy an interest-free promissory note in the amount of $325,327. The promissory note was due August 31, 2009. In addition, the Company agreed to 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.

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On August 21, 2009, 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 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.

On December 14, 2009, Tournigan Energy agreed to reduce the amount payable under the promissory note to $100,000. This amount was paid on December 15, 2009, and the promissory note was extinguished. In addition, the Company paid $100,000 as partial payment of the $530,000 installment of the reclamation bond due on that date.

During the course of 2010 Fischer-Watt completed the reclamation work on the exploration properties in Arizona and Wyoming and secured the release of the bonds from the regulatory agencies except for a remnant portion of the bonds amounting to $50,000 to the benefit of the Department of the Interior, Bureau of Land Management, Arizona. This remaining bond is expected to also be released after the BLM conducts its final inspection which will be after the passage of several seasons.

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

On December 24, 2010, Fischer-Watt entered in to an amended agreement with Tournigan Energy whereby Tournigan Energy acknowledged that, since Fischer-Watt had made the above repayments and had also completed the reclamation work on the properties, the remaining amount to be repaid to it by Fischer-Watt would be $600,000 and that this amount will be paid by Fischer-Watt from 50% of the proceeds of future equity financings until the balance is retired.

On July 13, 2011, the Company renegotiated its debt and property interests with Tournigan Energy concerning its uranium properties in the western United States. TVC 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 on July 13, 2011, Tournigan Energy has:

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

b) Converted 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 reduced the remaining royalty to a one percent (1%) NSR royalty capped at $5,000,000;

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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.

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

Mineral Claims and Leases

The mineral holdings in TUSA are comprised of 907 federal lode claims covering approximately 18,100 acres in Wyoming., South Dakota and Arizona, along with 3 State leases covering 879 acres in Wyoming. During the first half of 2010 we carried out a review of our claim holdings and determined that 1,538 claims, totaling approximately 30,000 acres could be relinquished without forfeiting our core exploration areas. This amounted to a savings of about $223,000 in annual holding fees with the reduced federal claim maintenance fee for the coming year of $127,000 being paid for the claims on September 1, 2010. 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.  The claims were staked by Sweetwater River Resources and Cowboy Explorations of Wyoming who were contracted by TUSA to perform geological services. All the claims and leases are registered in TUSA’s name. On September 1, 2011 all 907 BLM claims were renewed for a further year. The 3 State leases are renewed on their respective renewal dates throughout the year.

Wyoming

The Wyoming properties consist of 825 federal claims covering 16,500 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 14,200 acres. The claims are located in the northwestern portion of the Great Divide Basin. The area is underlain by rock units of the Wasatch and the Battle Springs Formations, which host uranium mineralization in the eastern Great Divide Basin and at Crooks Gap/Green Mountain located approximately 30 miles west. The general area was explored in the early 1970’s by Union Carbide and Teton Exploration, and in the late 1970’s by Newmont Mining, Rocky Mountain Energy, Western Fuels and Ogle Petroleum. The current claim group was assembled between 2005 and 2008 and it covers an extensive length of potential roll front mineralization from the UT claims in the west and along the CR trend for a further 25 miles of favorable uranium geology. The east end of these claims is approximately 8 miles west of Rio Tinto’s Sweetwater uranium processing mill. That facility is presently on care and maintenance.

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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 rotary holes on the UT claims to follow up on reports of uranium mineralization located in the area in historic drilling by Rocky Mountain Energy. Holes were drilled on 400 ft. spacing and uranium mineralization was encountered in 15 of the holes. Additionally, TUSA drilled five core holes in order to twin holes containing the most significant mineralization. From the down hole radiometric readings it appears that the mineralization is in at least two shallow roll fronts within about 200 feet below the surface. This could make a deposit in this area amenable to ISR.

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

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Drill Hole	From	To	Thickness	Average Grade
	(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 down hole 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's independent geological consultant, W T Cohan & Associates, Inc. carried out an evaluation of the potential mineralized material that could be hosted within the Cyclone Rim property.

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W T Cohan in their report noted that a significant portion of the extensive roll-front trend in this area of Wyoming extended over about 109 miles in a range of 6 to 26 miles east of Fischer-Watt's property. To date there are three drilled out uranium deposits and one open pit mine in this portion of the roll-front. These deposits and historic mine production account for 29.8 million pounds of U₃O_8.

U₃O₈ MINERALIZATION & PRODUCTION  ALONG THE ROLL FRONT EAST OF

FISCHER-WATT'S CYCLONE RIM

Mineralization

Property

            MM Lbs U3O8

Comments

Lost Creek (Ur-Energy Inc.)

10.9

Lost Soldier (Ur-energy Inc.)

14.0

JAB (Energy Metals Corp)

  3.6

Sweetwater Mine (Rio Tinto)

  1.3

historic production

Note: Fischer-Watt does not own nor control any of these deposits.

W. T. Cohan reported that this section of the roll-front therefore hosted 272,500 pounds of U₃O₈ per mile of the trend. On this basis Fischer-Watt's property has the potential to host mineralization in the order of 7.75 million pounds of U₃O₈. However, W T Cohan points out that a large portion of the roll-front trend remains unexplored and as such "this potential is very likely too conservative". By determining the yield factor for the length of roll-fronts at the published project sites W T Cohan arrives at an average yield of uranium mineralization at known  deposits of 2.32 million pounds of U₃O₈ per mile over 12.4 miles of roll-front found in the above listed projects.

W T Cohan states “The successful results of 450 foot spaced grid drilling in the western portion of the Fischer-Watt claims in the UT area and the three drill fences in the CRS area substantiates the probability of the existence of 10 million pounds of potential uranium mineralization. Furthermore, drilling in the eastern portion of the property revealed the presence of unusually thick host sandstones and continuous mineralization, indicating the presence of a major fluvial channel, and there remains 17 miles of untested roll-front on Fischer-Watt’s property. Therefore, there is the potential for the discovery an additional 10 to 30 million pounds of U₃O₈ in this portion of the property as well”. Therefore, W T Cohan states it “ascribes a mineralization potential of 10 to 40 million pounds of U₃O₈ to Fischer-Watt’s properties in the Great Divide Basin of Wyoming.”

Fischer-Watt’s properties currently have no reserves and there is no assurance that the projects will advance from their present exploration stage.

The Alkali Creek and Whiskey Peak claims, totalling about 1,200  acres, lie about 8 miles north of the UT claims and are adjacent to claims held by Energy Metals Corporation. A reclaimed ISR operation that was operated by Ogle Petroleum is in the immediate vicinity. The Alkali Creek claims encompass historic close-spaced drilling patterns of Teton Energy and Newmont Mining.

South Pass

The 36 claims and 2 leases covering  800 acres at South Pass are located along the southeast flank of the Wind River Mountains in the Green River Basin. Exploration was carried out in this area in the late sixties by Federal American Partners, Getty Oil and Gulf Resources. In general they identified widespread low-grade mineralization over portions of a 26 mile long roll front. Two mineralized areas, known as the East Sage and the Brett, were identified at that time. These will be evaluated by Fischer-Watt for the possible application of ISR.

Shirley Basin

The Shirley Basin uranium district is located in the northeastern part of Carbon County, between Casper and Medicine Bow. Uranium was historically produced from four mines beginning in 1959. Utah Construction and Homestake operated underground mines and Petromics developed two open pits. Deposits in the area are hosted in the Wind River Formations of Eocene age.

TUSA holds claims at the southern end of the Middle Shirley Basin Trend in an area of reported uranium mineralization. The MSB block of 21 claims cover approximately 400. No exploration has been carried out by TUSA to date.

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South Dakota

In South Dakota, TUSA holds three claim blocks totaling 51 claims over 1,000 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 33 claims covering 650 acres that encompass a 3 mile long by 1 mile wide mineralized trend that includes pre-existing claims controlled by Strathmore Minerals. These cover the historic Viking, Virginia C and Ridge Runner ore bodies. The eastern portion of the Long claims surrounds the historic Long Mountain ore bodies, some of which are also covered by Strathmore claims. The US Forest Service has made application to withdraw certain lands in the Craven Canyon and Long Mountain area that would withhold entry to some of the claims in this portion.

Approximately 1 mile east of the Long claims is the 8 claim RC claim block covering 150 acres. This area contains two areas of prospective uranium mineralization as well as the Hot Point mineralized area.

The 10 claim DH claim block covers about 200 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 31 federal lode claims on approximately 600 acres in Mohave County, northern Arizona in the area known as the Arizona Strip immediately south of the Utah border. Uranium mineralization in these areas is hosted in “collapse” breccias pipes caused by the collapse of overlying rock strata into solution cavity caverns in the underlying limestones. Uranium mineralization was later deposited in the breccias pipes, at specific favorable horizons, by the action of downward migrating ground waters carrying dissolved uranium. The deposits are relatively small horizontal tabular deposits, but are among the highest grade deposits in the United States.

The breccias pipes are about 300 feet in diameter on average and are recognized as a circular depression on the surface. There are a lot of these structures in northern Arizona and about 1% of them appear to be mineralized. TUSA’s non-contiguous 9 blocks of claims cover about  10 depressions.

TUSA has carried out extensive field work on about 80 of these depression areas in the form of geological mapping along with soil and rock geochemical sampling since geochemical surveys have been shown in the past to be effective in identifying associated uranium mineralization. Based on this work TUSA selected about 20 areas as high priority targets. Several of these targets were followed up with geophysical surveys in order to map out the vertical shape of the breccias pipes. Audio-frequency magnetotelluric surveys, using both natural source and controlled source, as well as limited seismic surveys were carried out on about 10 of the high priority targets. This was followed up with 11 holes being drilled into 4 targeted pipes for a total of 8,421 feet of drilling. Breccias were encountered in several of the holes and down-hole gamma surveys were carried out. The results are being evaluated to determine what follow-up programs should be planned.

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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. 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.

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 October 31, 2011 of $6,332 plus restricted cash of  $ 50,000 which is a reclamation bond.  The Company's working capital deficit position of $662,176 raises the question of the ability of the Company to continue operations without further financing.  Total current liabilities at October 31, 2011 amounted to $825,147 of which $822,422 is due to shareholders where there are no specific terms of repayment for either of the demand notes, accrued expenses or interest owing.

The following outlines results to date in the current fiscal year for the quarter ended October 31, 2011 and outlines our plan of operation for the foreseeable future. It also analyzes our financial condition at October 31, 2011 and compares that condition to our financial condition at year-end January 31, 2011. 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/A for the year ended January 31, 2011.

Plan of Operations

The Company’s plan of operation for the coming months is to complete the review of data acquired in the Tournigan USA transaction and determine and prioritize the work programs that the Company would like to carry out on the extensive suite of properties in Wyoming, South Dakota and Arizona in 2011. Selected properties may also be made available for optioning by other interested companies. With this information a budget will be drawn up and the Company’s financial requirements for the coming year can then be ascertained. The Company continues to evaluate other mining properties in the western United States for possible acquisition and continues to explore various financing alternatives for the Company. During the nine months ended October 31, 2011, the Company incurred general maintenance and exploration expenses of $96,945 compared to $294,775 in the nine months ending October 31, 2010, pertaining to the uranium properties acquired in Tournigan USA. Normal operating expenses for the next 12 months are estimated at $250,000, regarding the Tournigan USA uranium properties and administration, and while the Company does not presently have sufficient working capital, it will continue to seek out necessary financing from existing shareholders and other potential investors. General and administrative costs for the nine months ending October 31, 2011 amounted to $312,203 vs. $169,052 for the nine months ending October 31, 2010. This increase was mainly the result of stock grants to outside consultants of $30,000 in lieu of donated time as well as stock compensation expense of $76,741 for options granted and additional professional fees incurred.

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Liquidity and Capital Resources

As of October 31, 2011, the Company had cash on hand of $6,332 and restricted cash on hand of $50,000. Current trade liabilities amounted to only $7,420 as accrued expenses of  $206,060  are owed to a related party of the Company. Notes payable of $340,000 and amounts due to shareholders of $271,667 are unsecured and have no specific terms of repayment.

The restricted cash on hand of $50,000 reflected a reclamation bond owned by the Company, which was reduced to $35,000 on November 29, 2011. There is no set date for the return of the balance of these funds to the Company. The working capital deficit at October 31, 2011 was $662,176 compared to $1,381,118 at January 31, 2011. The working capital deficit was reduced by $600,000 as a result of an agreement for forgiveness of debt as detailed in this report.

The Company issued 800,000 shares of common stock in the quarter ending July 31, 2011 at $0.04 per share in lieu of donated time to the Company. In the quarter ending October 31, 2011, the Company issued a total of 6,323,820 common shares as a result of the exercise of warrants of 2,859,820 being exercised at $0.12, the exercise of options of 300,000 being exercised $0.10, and the issuance of additional 3,164,000 common shares, collectively to two shareholders in settlement of debt in the amount of $410,860.

There is no specific term of repayment for either the demand notes, accrued expenses or other debt due to related parties. Management recognizes that the Company does not have sufficient funds to retire its remaining debt and to sustain its operations. The Company continues to source out other appropriate financing in either equity or debt format, and it continues to seek out other mineral properties, but there is no assurance said financing is available or that said properties can be acquired on reasonable terms and conditions.

Results of Operations

Nine Months Ended October 31 , 2011 Compared to Nine Months Ended October 31, 2010.

The Company had a net loss of $426,258 for the nine months ended October 31, 2011 compared to a net loss of $475,800 for the nine months ended October 31, 2010. Exploration activity is down to $96,945 compared to $294,775 the previous year due to a decrease in exploration expense while general and administrative costs are up to $312,203 compared to $169,052 at October 31, 2010 due to stock and option grants, and additional consulting fees incurred as well as professional fees.

Three Months Ended October 31 , 2011 Compared to Three Months Ended October 31, 2010.

In the three months ending October 31, 2011, the Company incurred a loss of $145,341 versus. a loss of $129,570 at October 31, 2010. General exploration activity was reduced to $33,455 from $66,043 in the three month period ending October 31, 2011 as the Company focused on evaluation and prioritization of its claims. General and administrative costs are up to $104,086 compared to $59,199 at October 31, 2010 due to stock and option grants and additional consulting fees and professional fees.

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The Company realizes it will require additional financing in order to accelerate its exploration activities and while there is no assurance such financing can be obtained, it will continue to seek out such financing from shareholders, associates and other potential investors.

The Company acquired 100% of the common shares of Tournigan USA on February 27, 2009. Tournigan USA currently contains a portfolio of uranium–bearing mineral claims and leases on over 18,000 acres in Wyoming, South Dakota and Arizona. The Company continues to assess the material pertaining to the various properties and intends to prioritize the claims going forward with the idea of selling or cancelling claims that are not deemed to be a priority. 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 Company accounts for foreign currency translation in accordance with the provisions of ASC 830, "Foreign Currency Translation." 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.

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, 2011, and as shown in the financial statements, the Company has experienced significant operating losses that have resulted in an accumulated deficit of $19,366,656 at October 31, 2011. 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. The Company 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:

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·

statements concerning the benefits that we expect will result from our business activities and certain transactions that we contemplate or have completed, such as increased revenues, decreased expenses and avoided expenses and expenditures; and

·

statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts.

These statements may be made expressly in this document or may be incorporated by reference to other documents that we will file with the SEC. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates" or similar expressions used in this report or incorporated by reference in this report.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied by us in those statements. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied. We caution you not to put undue reliance on these statements, which speak only as of the date of this report. Further, the information contained in this document or incorporated herein by reference is a statement of our present intention and is based on present facts and assumptions, and may change at any time and without notice, based on changes in such facts or assumptions.

Risk Factors Impacting Forward-Looking Statements

The important factors that could prevent us from achieving our stated goals and objectives include, but are not limited to, those set forth in our other reports filed with the SEC and the following:

·

The worldwide economic situation;

·

Any change in interest rates or inflation;

·

Foreign government changes to laws or regulations related to Company activities;

·

The willingness and ability of third parties to honor their contractual commitments;

·

Our ability to raise additional capital, as it may be affected by current conditions in the stock market and competition in the 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.

27

_______________________________________________________________________________________________

Item 3. Qualitative Disclosures about Market Risk

None.

Item 4T.  Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e) and 15d-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officer has concluded that the Company’s disclosure controls and procedures are effective in reaching that level of assurance.

As of the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer/Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, the Company's Chief Executive Officer/Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.

There have been no changes in the Company's internal controls or in other factors that could affect the internal controls subsequent to the date the Company completed its evaluation.

PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

None

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF

              PROCEEDS

During the quarter ending October 31, 2011, the Company issued a total of 6,323,830 common shares in settlement of debt of $410,860.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

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 2002 for Peter Bojtos

28

_______________________________________________________________________________________________

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		FISCHER-WATT GOLD COMPANY, INC.
Date:	December 12, 2011	By:	/s/ Peter Bojtos
			Peter Bojtos
			Chairman of the Board of Directors, President and Chief Executive Officer

29

_______________________________________________________________________________________________

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:  December 12, 2011

/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 October 31, 2011 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

__________________________

Chief Executive Officer

December 12, 2011

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Going Concern Consideration

9 Months Ended

Oct. 31, 2011

Organization, Consolidation and Presentation of Financial Statements

Going Concern Note

(4)        Going Concern Consideration

The Company has incurred operating losses of $19,366,656 since inception and had a stockholders’ deficit and working capital deficit of $  662,176 at October 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 endeavours 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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Earnings Per Share

9 Months Ended

Oct. 31, 2011

Earnings Per Share

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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Consolidated Balance Sheets (USD $)	Oct. 31, 2011		Jan. 31, 2011
Current Assets:
Cash	$ 6,332		$ 58,764
Restricted deposits	50,000		50,000
Prepaid and other current assets	106,639		74,894
Total current assets	162,971		183,658
Current Liabilities
Accounts payable and accrued expenses	213,480		391,428
Note payable - shareholders	340,000		160,000
Accounts payable and accrued expenses - shareholders	271,667		413,348
Due to Tournigan Energy Ltd			600,000
Total current liabilities	825,147		1,564,776
STOCKHOLDERS' (DEFICIT)
Preferred stock		[1]		[1]
Common stock	87,061	[2]	79,937	[3]
Additional paid-in capital	18,604,669		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	(4,013,541)		(3,587,283)
TOTAL STOCKHOLDERS' (DEFICIT)	(662,176)		(1,381,118)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$ 162,971		$ 183,658

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

[2] $.001 par value,200,000,000 shares authorized,87,062,125 issued and outstanding at october31, 2011

[3] $.001 par value,200,000,000 shares authorized, 79,938,305 shares issued and outstanding at january 31, 2011

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Basis of Presentation

9 Months Ended

Oct. 31, 2011

Accounting Policies

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 Companys’ 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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Mineral Properties

9 Months Ended

Oct. 31, 2011

Extractive Industries

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 October 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 has:

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

b) Converted 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 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, 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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Consolidated Balance Sheets (Parenthetical) (USD $)	Oct. 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	87,062,125	79,938,305
Common Stock, Shares Outstanding	87,062,125	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

XML

Document and Entity Information	3 Months Ended
	Oct. 31, 2011	Dec. 05, 2011
Document and Entity Information
Entity Registrant Name	FISCHER WATT GOLD CO INC
Document Type	10-Q
Document Period End Date	Oct. 31, 2011
Amendment Flag	false
Entity Central Index Key	0000844788
Current Fiscal Year End Date	--01-31
Entity Common Stock, Shares Outstanding		87,062,125
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	Q3

XML

Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		9 Months Ended		129 Months Ended
	Oct. 31, 2011	Oct. 31, 2010	Oct. 31, 2011	Oct. 31, 2010	Oct. 31, 2011
Revenue					$ 44,240	[1]
Costs and expenses:
Cost of sales					50,000	[1]
Exploration	33,455	66,043	96,945	294,775	1,414,229	[1]
Writedown of goodwill					309,500	[1]
Writedown of inventory to Market value					125,000	[1]
General and administrative	104,086	59,199	312,203	169,052	3,997,135	[1]
Total Costs and expenses	137,541	125,242	409,148	463,827	5,895,864	[1]
(Loss) from operations	(137,541)	(125,242)	(409,148)	(463,827)	(5,851,624)	[1]
Other income (expense)
Interest expense	(7,800)	(4,845)	(17,653)	(14,034)	(113,877)	[1]
Relief of payables and other indebtedness					66,935	[1]
Other income			504		2,404,688	[1]
Interest income		517	39	2,061	37,205	[1]
Total Other income (expense)	(7,800)	(4,328)	(17,110)	(11,973)	2,394,951	[1]
Income (loss) before income taxes	(145,341)	(129,570)	(426,258)	(475,800)	(3,456,673)	[1]
Income taxes					(556,868)	[1]
Net income (loss)	$ (145,341)	$ (129,570)	$ (426,258)	$ (475,800)	$ (4,013,541)	[1]
Per share information - basic and fully diluted
Net income (loss) per share Basic and fully diluted	$ 0.00	$ 0.00	$ (0.01)	$ (0.01)		[1]
Weighted average shares outstanding Basic and diluted	81,016,275	79,938,305	80,513,655	78,277,717		[1]

[1] From the period of Inception of Exploration Stage

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Accounts Payable and Accrued Expenses - Shareholders

9 Months Ended

Oct. 31, 2011

Payables and Accruals

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.

During the quarter ending October 31, 2011, a shareholder reduced the debt owing to him by converting $269,180 of debt into common equity. The shareholder exercised 1,679,150 warrants to purchase common shares at $0.12, exercised 300,000 in options at $0.10 and accepted 2,164,000 common shares for a total settlement of $269,180.

Another shareholder exercised 1,180,670 warrants to purchase common shares at $0.12, and accepted an additional 1,000,000 common shares in full settlement of debt owing in the amount of $141,680.40.

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Recently Issued Accounting Pronouncements

9 Months Ended

Oct. 31, 2011

Accounting Changes and Error Corrections

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 nine month period ending October 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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Common Stock Options and Warrants

9 Months Ended

Oct. 31, 2011

Compensation Related Costs, Share Based Payments

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	(300,000)	$0.10	-	(30,000)
Expired/Cancelled	(2,650,000)	$0.10	-	(265,000)
Outstanding at October 31, 2011	14,050,000	$0.24	2.5 yrs	$3,359,000
Exercisable at October 31, 2011	14,050,000	$0.24	2.5 yrs	$3,359,000

The following table summarizes information about fixed-price stock options at October 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	.25 yrs	$0.05	600,000	$0.05
$0.05	2,000,000	4.5 yrs	$0.05	2,000,000	$0.05
$0.06	3,150,000	3.23 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	3.23yrs	$0.08	500,000	$0.08
$0.10	1,700,000	.5 yrs	$0.10	1,700,000	$0.10
$0.30	100,000	3.23 yrs	$0.30	100,000	$0.30
$0.40	4,000,000	1.1 yrs	$0.40	4,000,000	$0.40
$0.60	2,000,000	4.1 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. Warrants in the amount of 2,859,820 were exercised by two shareholders in settlement of debt.

On October 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	3,766,660	1.0 yrs	$451,999	$0.12	-

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Asset Retirement Obligations and Restricted Deposits

9 Months Ended

Oct. 31, 2011

Asset Retirement Obligations

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 October 31, 2011 was $50,000, which will be released upon future inspection by the Arizona BLM.

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Stockholders' (Deficit)

9 Months Ended

Oct. 31, 2011

Equity

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.

During the quarter ending October 31, 2011, the Company issued a total of 6,323,820 common shares in settlement of debt of $410,860.

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Subsequent Events

9 Months Ended

Oct. 31, 2011

Subsequent Events

Subsequent Events [Text Block]

(11)      Subsequent Events

On November 29, 2011, the reclamation bond was reduced $50,000 to $35,000.  The $15,000 was released to the Company on that same date.

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Consolidated Statements of Cash Flows (USD $)	9 Months Ended		129 Months Ended
	Oct. 31, 2011	Oct. 31, 2010	Oct. 31, 2011
Cash flows from operating activities:
Net income (loss)	$ (426,258)	$ (475,800)	$ (4,013,541)	[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	95,280		319,814	[1]
Stock subscriptions related to services provided			82,750	[1]
Stock options issued for services			75,500	[1]
Stock compensation			699,937	[1]
Stock option expense	76,741	7,138	76,741	[1]
Changes in assets and liabilities:
Inventory			50,000	[1]
Other current assets	(31,745)	95,715	(103,437)	[1]
Accounts payable	53,550		502,383	[1]
Asset retirement obligation			(52,000)	[1]
Accounts payable and accrued expenses - shareholders		54,405	530,856	[1]
Total adjustments	193,826	157,258	322,171	[1]
Net cash (used in) operating activities	(232,432)	(318,542)	(3,691,370)	[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		240,178	880,000	[1]
Net cash provided by investing activities		240,178	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 - shareholder	180,000		350,500	[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	180,000	226,000	549,486	[1]
Increase (decrease) in cash and cash equivalents	(52,432)	147,636	(14,055)	[1]
Cash and cash equivalents, beginning of period	58,764	6,624	20,387
Cash and cash equivalents, end of period	6,332	154,260	6,332
Supplemental cash flow information:
Cash paid for interest				[1]
Cash paid for income taxes			556,898	[1]
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	141,681		329,181	[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	231,498		347,498	[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 Tournigan Energy Ltd to capital	$ 600,000		$ 873,327	[1]

[1] From the period of Inception of Exploration Stage

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Correction of an Error

9 Months Ended

Oct. 31, 2011

Accounting Changes and Error Corrections

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.