FISCHER-WATT GOLD COMPANY, INC.
(An Exploration Stage Company)
PRO-FORMA CONSOLIDATED BALANCE SHEETS (UNAUDITED)
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| | | | | | | | | | | | |
| | | | | | Fischer-Watt Gold Company | | New Fork Uranium | | | | |
| | | | | | January 31, | | December 31, | | | | |
| | | | | | 2012 | | 2011 | | Adjustments | | Consolidated |
| | | | | | | | | | | | |
ASSETS | | | | | | | | | | | |
| | | | | | | | | | | | |
| CURRENT ASSETS | | | | | | | | |
| | Cash and cash equivalents | $ | 315 | $ | 1,532 | $ | | $ | 1,847 |
| | Restricted deposits | | 35,000 | | - | | | | 35,000 |
| | Prepaid and other current assets | | 74,894 | | - | | | | 74,894 |
| | | | Total Current Assets | | 110,209 | | 1,532 | | - | | 111,741 |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| OTHER ASSETS | | | | | | | | |
| | Mining claims | | - | | 75,836 | | 2,000,000 | | 2,075,836 |
| | | | | | | | | | | | |
| TOTAL ASSETS | $ | 110,209 | $ | 77,368 | $ | 2,000,000 | $ | 2,187,577 |
| | | | | | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | |
| | | | | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | | |
| | Accounts payable and accrued expenses | $ | 6,614 | $ | 850 | $ | | $ | 7,464 |
| | Accounts payable and accrued expenses – related party | | 227,373 | | 95,580 | | | | 322,953 |
| | Note payable - shareholders | | 340,000 | | - | | | | 340,000 |
| | Accounts payable and accrued expenses – shareholders | | 271,667 | | - | | | | 271,667 |
| | | | Total Current Liabilities | | 845,654 | | 96,430 | | - | | 942,084 |
| | | | | | | | | | | | |
| STOCKHOLDERS' (DEFICIT) | | | | | | | | |
| | Common stock | | 87,061 | | 45,667 | | 4,333 | | 137,061 |
| | Additional paid-in capital | | 18,604,669 | | 453,333 | | 1,477,605 | | 20,535,607 |
| | Common stock subscriptions | | - | | (50,000) | | 50,000 | | - |
| | Accumulated income prior to exploration stage | | (15,353,115) | | | | | | (15,353,115) |
| | Accumulated deficit during exploration stage | | (4,074,060) | | (468,062) | | 468,062 | | (4,074,060) |
| | | Total Stockholders' Equity | | (735,445) | | (19,062) | | 2,000,000 | | 1,245,493 |
| | | | | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
$ |
110,209 |
$ |
77,368 |
$ |
2,000,000 | $ |
2,187,577 |
See the accompanying notes to the consolidated financial statements
F-2
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FISCHER-WATT GOLD COMPANY, INC.
(An Exploration Stage Company)
PRO-FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
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| | | | | | | | | | |
| | | | Fischer-Watt | | New Fork | | | | |
| | | | Gold Company | | Uranium | | | | |
| | | | January 31, | | December 31, | | | | |
| | | | 2012 | | 2011 | | Adjustments | | Consolidated |
| | | | | | | | | | |
Revenue | $ | - | $ | - | $ | | $ | - |
| | | | | | | | | | |
Costs and expenses | | | | | | | | |
| Exploration | | 128,739 | | 44,133 | | | | 172,872 |
| Professional fees | | �� - | | 277,000 | | | | 277,000 |
| Maintenance fees | | - | | 99,986 | | | | 99,986 |
| General and administrative | | 344,551 | | 2,493 | | | | 347,044 |
| | Total operating expenses | | 473,290 | | 423,612 | | - | | 896,902 |
| | | | | | | | | | |
(Loss) from operations | | (473,290) | | (423,612) | | - | | (896,902) |
| | | | | | | | | | |
Other Income (Expense) | | | | | | | | |
| Interest income | | 539 | | | | | | 539 |
| Interest expense | | (27,280) | | | | | | (27,280) |
| Other income | | 504 | | | | | | 504 |
| | Total other income (expense) | | (26,237) | | - | | - | | (26,237) |
| | | | | | | | | | |
(Loss) before taxes | | (499,527) | | (423,612) | | - | | (923,139) |
| | | | | | | | | | |
Income taxes | | | | | | | | |
| Income tax benefit | | - | | - | | | | - |
| Tax expense | | - | | | | | | - |
| | | | | | | | | | |
Net (loss) | $ | (499,527) | $ | (423,612) | $ | - | $ | (923,139) |
See the accompanying notes to the consolidated financial statements
F-3
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FISCHER-WATT GOLD COMPANY, INC.
NOTES TO PRO-FORMA CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 2012
(UNAUDITED)
NOTE 1 – BASIS OF PRO-FORMA PRESENTATION
On March 14, 2012, the Company entered into a Stock Purchase Agreement with the shareholders of New Fork Uranium Corporation (“New Fork”), a Wyoming corporation, whereby the shareholders of New Fork sold all of the issued and outstanding shares of New Fork to the Company in exchange for the issuance to the shareholders of an aggregate of 50,000,000 shares of common stock, at $0.001 par value, of the Company.
The 50,000,000 shares of common stock of the Company issued pursuant to the Stock Purchase Agreement were issued pro rata to all of the shareholders of New Fork on the basis of 0.877192983 share of the Company’s common stock for each outstanding New Fork share of common stock issued and outstanding on the effective date of the Stock Purchase Agreement.
New Fork holds 521 mining claims in the areas adjacent to the Company’s Cyclone Rim uranium exploration properties in Sweetwater County, Wyoming. New Fork’s assets are comprised of 521 federal mining claims covering about 10,000 acres of BLM land. These claims cover a large portion of the sinuous, uranium bearing roll-front that exists in this part of south-central Wyoming. The Company’s existing Cyclone Rim claims cover a 28 mile extent of the western portion of this same roll-front trend. This area of Sweetwater County is a historical uranium-mining district that is seeing a resurgence of development activity. The Company now holds significant acreage on key uranium ground in the Red Desert
Fischer-Watt’s fiscal year end is January 31st and New Fork’s fiscal year end is December 31st.
NOTE 2 – PRO-FORMA ADUSTMENTS
Adjustments included in the pro-forma consolidated financial statements are as follows:
a. To eliminate the historical stockholders’ equity of New Fork.
b. To record the issuance of 50,000,000 shares of FWGO common stock to the shareholders of New Fork at $0.04 per share.
F-4
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