Cyclone Uranium 10K 2012 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

_________________

(Mark One)




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

For the fiscal year ended Period Ended January 31, 2012




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)

2186 S. Holly St. Ste 104

Denver, Colorado 80222

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code:(303) 800-0678

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of Securities Act. Yeso Noþ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Noþ

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.

Yesþ Noo

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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesþNoo

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. YesþNoo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer ¨		Accelerated filer ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of July 31, 2011, based upon the closing price of the common stock as reported by OTCBB on such date was approximately $2,400,000. The total number of shares of Common Stock issued and outstanding as of April 25, 2012 was 139,062,125

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TABLE OF CONTENTS



Item 1:	Business ………………………………………………………………………….	5
Item 1A:	Risk Factors……………………………………………………………………...	12
Item 1B:	Unresolved Staff Comments……………………………………………………..	13
Item 2:	Properties………………………………………………………………………….	13
Item 3:	Legal Proceedings………..………………………………...……………............	27
Item 4:	(Removed and Reserved)

PART II
Item 5:	Market for Registrant's Common Equity, Related Stockholder Matters
	and Issuer Purchases of Equity Securities...........................................................	27
Item 6:	Selected Financial Data………………………………………………….………	28
Item 7:	Management’s Discussion and Analysis of Financial Condition and
	Results of Operations….…….…………………………………………………	29
Item 7A:	Quantitative and Qualitative Disclosures About Market Risk….……..………..	30
Item 8:	Financial Statements and Supplementary Data....................................................	30
Item 9:	Changes in and Disagreements with Accountants on Accounting
	and Financial Disclosure….……………………………………………............	53
Item 9A:	Controls and Procedures……….…………………………………………..........	53
Item 9B:	Other Information……………….……………………………………………….	53

PART III
Item 10:	Directors, Executive Officers and Corporate Governance………………….......	54
Item 11:	Executive Compensation......................................................................................	56
Item 12:	Security Ownership of Certain Beneficial Owners and Management
	and Related Stockholder Matters………………………………………………	57
Item 13:	Certain Relationships and Related Transactions, and Director Independence….……………………………………………………… …….	60
Item 14:	Principal Accounting Fees and Services…………….……………………….….	60

PART IV
Item 15:	Exhibits, Financial Statement Schedules…………………………………….….	61
Signatures	…………………………………………………….………...………….........	63

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EXCHANGE RATES

Except as otherwise indicated, all dollar amounts described in this Form 10-K Annual Report are expressed in United States dollars ($US).

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 (that 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. Specific factors that might cause such differences include factors described and discussed in Risk Factors in Item 1A below.

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PART I

Item 1. Business.

Introduction

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.

In 2000, the Company entered into an agreement to sell its producing metals property to Grupo de Bullet (“Grupo”) in Colombia. In return the Company was to receive three million seven hundred thousand dollars ($3,700,000) from future production royalties. Grupo subsequently declared bankruptcy and the amount receivable was written off. Effective February 1, 2001, the Company re-entered the exploration stage as a result of the sale of Fischer-Watt’s subsidiary, Compania Minera Oronorte S.A.

The Company had held a 65% interest in Minera Montoro S.A. de C.V. (“Montoro”) since 1996, which in turn acquired a 100% interest in mining concessions located in the state of Michoacan, Mexico, designated as the La Balsa property. Mr. Jorge E. Ordonez and his associates owned the remaining 35% of Montoro. During the fiscal year ended January 31, 2006, the Company executed a letter of agreement to sell its 65% interest in Montoro to Nexvu Capital Corp. (“Nexvu”) for a total consideration of $2,235,000. The sale of this interest was subsequently assigned by Nexvu to Rogue River Resources, Inc (“Rogue River”). An initial deposit of $50,000 was received during the year ended January 31, 2006. During the fiscal year ended January 31, 2007, the original closing date was extended because of certain accounting and legal issues that were not resolved until late 2006. The first of three tranches of $695,000 was received January 30, 2007 and the remaining two tranches of $745,000 each were received, the last having been received on July 9, 2007. As a result, the Company no longer holds any interests in Mexico. All applicable taxes owing to the Government of Mexico have been paid.

In order to effect the sale to Nexvu/Rogue River, the Company repurchased a 21.6% interest in the La Balsa project held by The Astra Ventures, Inc. (“Astra”) a Company controlled by a Director of the Company. The Company had agreed to repay capital contributions made by Astra to Fischer- Watt in the sum of $864,068, to be repaid in conjunction with the receipt of proceeds from Nexvu /Rogue River. The Company has repaid the $864,068 to Astra.

As consideration to Astra for the lost business opportunity, the Company agreed to grant an option to it for a total of 10,000,000 shares of common stock. The option granted is for 4,000,000 shares of common stock at $0.30 per share for 5 years, 4,000,000 shares of common stock at $0.40 per share for 7 years, and 2,000,000 shares of common stock at $0.60 per share for 10 years. These options were authorized in December 2005. The Company assigned a value of $360,000 to the options granted to Astra based on the following assumptions: expected life of 5 to 10 years, volatility of 99.4%, risk-free interest rate of 4.0% and no dividend yield. This amount was charged to operations in July 2007.

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Aquisition of Tournigan USA, Inc.

On February 27, 2009, the Company completed the acquisition of 100% of the common shares of Tounigan 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 at that time, 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 SFAS No. 141R (ASC Topic 805).

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.

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.

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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.

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 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 agreed to:

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

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

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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 was approved by the TSX-V exchange, as Tournigan Energy Ltd is listed in Toronto on the TSX Venture Exchange.

Peter Bojtos, President, CEO and Chairman of the Board of Fischer-Watt at that time declared his interest in this transaction since he is also a director of Tournigan Energy.

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



Fair value of net tangible assets acquired:
	Cash	$ 12,829
	Accrued interests receivable	3,202
	Restricted deposits	930,000
	Accounts payable	(204)
	Asset retirement obligation	(52,000)
	Acquired net assets (100%)	893,827

Purchase Price:
	Promissory note payable	$ 325,327
	Due to Tournigan Energy, Ltd., net	878,000

	Total	$1,203,327

	Mineral rights	$ 309,500

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

Aquisition of New Fork Uranium Corporation.

Subsequent to the Company year end, on March 14, 2012, the Company entered into a Stock Purchase Agreement whereby the shareholders of New Fork Uranium Corporation (“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.

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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 Continental Divide Basin of Wyoming in 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. In addition, New Fork brings working capital of over $300,000 to the Company.

Operations

The Company had no revenue in either the year ended January 31, 2012 or the year ended January 31, 2011.During the year ended January 31, 2012, the Company received interest income of $539 vs. $2,961 in the year ended January 31, 2011.

Exploration expenses for the year ended January 31, 2012 amounted to $128,739 compared to $276,243 at January 31, 2011. This is attributed to decreased activity on the properties during the past fiscal year.

General and administrative expenses for the year ended January 31, 2012 were $344,551 vs. $236,488 for the year ended January 31, 2011.

At January 31, 2012, the Company had $315 in cash on hand vs. $58,764 at January 31, 2011. In addition to the free cash on hand, the Company also held a restricted deposit of $35,000 at January 31, 2012 vs. $50,000 at January 31, 2011. This represents funds in trust in connection with reclamation on the Company’s Arizona properties.

Total liabilities decreased in the year ended January 31, 2012 to $845,654 vs. $1,564,776 in the year ended January 31, 2011. This is the result of a forgiveness of debt in the amount owing to Tournigan Energy of $600,000; a decrease in payables and accrued expenses to shareholders from $413,348 to $271,667; and an increase in notes payable - shareholders to $340,000 from $160,000.

During the year ended January 31, 2012, the Company continued general exploration activities on its mineral claims and incurred expenses of $128,739, compared to $276,243 in the year ended January 31, 2011.

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The Company currently does not have sufficient capital to conduct its business during the next fiscal year, and must rely on its management team to arrange loans, investments, or combinations of both in order to carry out its business objectives in the coming year.

Cautionary Statements

The factors discussed below are believed to be important factors (but not necessarily all the important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. Unpredictable or unknown factors not discussed herein could also have material adverse effects on actual results of matters that are the subject of forward-looking statements. The Company does not intend to update these cautionary statements.

Regulation

Mining operations and exploration activities are subject to various governmental laws and regulations governing prospecting, development, mining, production, importing and exporting of minerals; taxes; labor standards; occupational health; waste disposal; protection of the environment; mine safety; toxic substances; and other matters. Licenses and permits are required to conduct exploration and mining operations. There is no assurance that such permits will be granted. Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a material adverse impact on the Company. Under certain circumstances, the Company may be required to close an operation until a particular problem is remedied or to undertake other remedial actions.

Environmental Laws

The exploration programs conducted by the Company are subject to governmental regulations regarding environmental considerations. Most operations involving the exploration for or the production of minerals are subject to existing laws and regulations relating to exploration procedures, safety precautions, employee health and safety, air quality standards, pollution of stream and fresh water sources, odor, noise, dust, and other environmental protection controls adopted by governmental authorities as well as the rights of adjoining property owners.

The Company may be required to prepare and present to governmental authorities data pertaining to the effect or impact that any proposed exploration or production of minerals may have upon the environment. The Company will be responsible for reclamation costs. Reclamation requirements vary depended on the location and the managing agency, but they are similar in that they aim to minimize long-term effects of exploration and mining disturbance by requiring the operating company to control possible deleterious effluents and to re-establish to some degree pre-disturbance landforms and vegetation. All requirements imposed by any such authorities may be costly, time consuming, and may delay commencement or continuation of exploration or production operations.

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Future legislation may significantly emphasize the protection of the environment, and that, as a consequence, the activities of the Company may be more closely regulated to further the cause of environmental protection. Such legislation, as well as future interpretation of existing laws, may require substantial increases in equipment and operating costs to the Company and delays, interruptions, or a termination of operations, the extent of which cannot be predicted.

Market Factors and Volatility

The marketability of natural resources, which may be acquired or discovered by the Company, will be affected by numerous factors beyond the control of the Company. These factors include market fluctuations in the prices of minerals, the capacity of processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. Future prices of metals cannot be accurately predicted.

Competition

Numerous companies are engaged in the exploration and development of mineral properties and have substantially greater technical and financial resources than the Company.

Title of Properties

Properties are held under mining concessions, leases or claims granted by the appropriate authorities. In most cases the controlled area does not include surface rights. The surface access is subject to successful negotiations with the owners, subject to the appropriate laws and regulations.

Foreign Operations

The Company has previously completed the sale of its interests in Mexico and has no foreign operations.

Conflicts of Interest

Some of the directors of the Company are also directors of other mining companies that are also engaged in mineral exploration and the acquisition of mineral properties. Situations may arise in connection with potential acquisitions and investments where the interests of these individuals as directors of other companies may conflict with their interest as directors of the Company. These individuals will deal with such matters according to prudent business judgment and the relative financial abilities and needs of the various companies with which they are associated. They have been advised of their fiduciary duties to the Company. Notwithstanding, conflicts of interest among these companies could arise in which the individuals' obligations to or interest in other companies could detract from their efforts on behalf of the Company.

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Exploration and Development Risks

Exploration and mining operations are subject to all the hazards and risks typically inherent to the mining industry, any of which could result in damage to life or property, environmental damage and possible legal liability for any or all damage. Personnel are exposed to numerous risks associated with mining, such as unstable geological conditions, and processing of large volumes of materials using mechanized equipment. In addition, there is no certainty that the expenditures to be made by the Company will result in discoveries of commercial quantities of metals.The probability of an individual prospect ever having “reserves” that meet the requirements of Industry Guide 7 is extremely remote, in all probability the properties do not contain any reserves, and any funds spent on exploration will probably be lost.

The Company may become subject to liability for pollution, cave-ins or other hazards against which it cannot insure or against which it may elect not to insure. As the Company does not carry liability insurance, the payment of such liabilities, were they to be incurred, could have a material adverse effect on the Company's financial position.

Currency Fluctuations and Foreign Exchange

The Company uses the United States (US) dollar as its currency of display and measurement. All of its transactions are denominated in US dollars.

Taxation Risks

The tax risks of investing in any country could be significant. Tax legislation is evolving and is subject to varying opinions, frequent changes and inconsistent enforcement at the federal, regional and local levels.

Item 1A. Risk Factors.

This 10-K contains statements concerning our future performance, intentions, objectives, plans and expectations that are or may be deemed to be "forward-looking statements". Our ability to do this has been fostered by the Private Securities Litigation Act of 1995, which provides a "safe harbor" for forward-looking statements to encourage companies to provide prospective statements identifying important factors that could cause actual results to differ materially from those discussed in the statement. In addition, the Company's status as an exploration and development company without any present revenue producing operations increases the risks involved in an investment in the Company. These factors affecting us include, but are not limited to, the following:

The worldwide economic situation;

Any change in interest rates or inflation;

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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 gold 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.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The following is a description of the Company's mineral properties.

Uranium Properties Acquisition

On February 27, 2009, the Company closed its transaction for the acquisition of a 100% interest in TUSA and under the closing terms, the Company issued to Tournigan Energy an interest-free promissory note, due August 31, 2009, for $325,327, which was 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, 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.

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 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.

On 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. In addition, the Company paid $100,000 as partial payment of the $530,000 installment of the reclamation bond due on that date with the balance of $430,000 to be paid from one half of subsequent equity share issues of Fischer-Watt until paid in full.

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Following the completion of the required reclamation work on the properties over the course of 2010, Fischer-Watt made a further repayment to Tournigan Energy of $130,000 on December 22, 2010. Subsequently, on December 24, 2010, Fischer-Watt entered in to an amended agreement with Tournigan Energy whereby Tournigan Energy acknowledged that 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.

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;

Under the renegotiated terms, Tournigan Energy agreed to:

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

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

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

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Mineral Claims and Leases

The mineral holdings in TUSA are comprised of 907 federal lode claims covering 18,100 acres in Wyoming, South Dakota and Arizona, along with 3 State leases covering 879 acres in Wyoming. 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. Annual fees and minimum work requirements to hold these properties currently amount to approximately $127,000 if the Company chooses to hold all the current properties. 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

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 County.

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 and are located in Township 26 North, Range 96 West and Township 25 North, Range 94 through 96 West. The property extends for 28 miles astride the “CR Trend” roll-front. 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.

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In 2007, TUSA drilled 49 vertical mud rotary holes, each being of 6” diameter, 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. spacings 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.


Drill Hole	From	To	Thickness	Average Grade
Drill Hole	(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 % eU₃O₈as 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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[fwg10ksubmission004.gif]

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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.

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.

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U₃O₈ MINERALIZATION & PRODUCTION ALONG THE ROLL FRONT EAST OF FISCHER-WATT’S CYCLONE RIM
Property	Mineralization 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
Total	29.8

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 U₃O₈per 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 U₃O_8.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 U₃O₈per mile over the 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 U₃O₈in this portion of the property as well”. Therefore, W T Cohan states it “ascribes a mineralization potential of 10 to 40 million pounds of U₃O₈to Fischer-Watt’s properties in the Great Divide Basin of Wyoming.”

The Alkali Creek and Whiskey Peak claims, totaling 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.

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

South Pass

The 36 claims and 2 leases covering about 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 1960s 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 may be evaluated by Fischer-Watt for the possible application of ISR.

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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 Petronomics 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 an area of approximately 400 acres. No exploration has been carried out by TUSA to date.

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.

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 deposits. The eastern portion of the Long claims surrounds the historic Long Mountain deposits, some of which are also covered by Strathmore claims. The US Forest Service has prepared a Draft Environment Assessment covering certain lands in the Craven Canyon and Long Mountain area, which proposes a "Mineral Withdrawal" to protect regional cultural and other resources on National Forest lands. This proposed action would "withdraw" some of our TUSA claims from mineral exploration and future development.

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% U₃O₈and 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” breccia pipes caused by the collapse of overlying rock strata into solution cavity caverns in the underlying limestones. Uranium mineralization was later deposited in the breccia 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 breccia 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 breccia 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.

_____________________________________________________________________________________________

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 has been carried out by Cowboy Explorations of Laramie, Wyoming, a qualified and experienced geological contractor with extensive local geological knowledge. Fischer-Watt’s independent consulting geologist on the Cyclone Rim properties is W.T.Cohan & Associates, Inc. of Grand Junction, Colorado. 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.

New Fork Properties

With the acquisition of New Fork on March 14, 2012, Fischer-Watt increased its claim holding in Wyoming by 519 claims, or approximately 10,000 acres. The claims are located in Sweetwater County, Wyoming. The map below shows the claims.

[fwg10ksubmission007.jpg]

RCR Claims

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

BSD Claims

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

_____________________________________________________________________________________________

Juliet Claims

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

CS Claims

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

EGL Claims

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

HS Claims

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

WO Claims

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

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GB Claims

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

PSR Claims

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

OD2 Claims

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

OSB Claims

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

The New Fork claim areas were drilled by Kerr McGee and by Conoco in the late 1970s and the 1980s with no further work being carried out until the areas were restaked by New Fork. The New Fork properties currently have no reserves and there is no assurance that the claims will advance from their present exploration stage.

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Item 3. Legal Proceedings.

None.

Item 4. (Mine Safety Disclosures)

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities.

The Company's common stock trades on the OTC Bulletin Board. The high and low closing quotations were obtained from the National Association of Securities Dealers, Inc. Trading and Market Services report. The quotations below reflect inter-dealer prices without retail markup, markdown or commissions and may not necessarily represent actual trades.



		HIGH	LOW

Year Ended January 31, 2012
	Quarter ended April 30, 2011	$ 0.06	$ 0.04
	Quarter ended July 31, 2011	0.05	0.02
	Quarter ended October 31, 2011	0.04	0.01
	Quarter ended January 31, 2012	0.04	0.01

During the year ended January 31, 2012, the Company issued 6,323,820 shares of common stock at $0.069 per share in settlement of amounts due to two shareholders. A shareholder advanced the Company $180,000 on a Notes Payable. Terms of repayment are interest at 10% compounded annually with the loan due upon demand. There were 3,766,666 warrants outstanding at January 31, 2012. These warrants expire on dates ranging from March 30, 2012 to May 11, 2012.

Cash Dividends:

Since inception, the Company has not declared nor paid any cash dividends. It retains all earnings from operations for use in expanding and developing it business. Payment of dividends in the future will be at the discretion of the Company's Board of Directors.

_____________________________________________________________________________________________

Changes in Securities

During the year, 800,000 shares were issued for services.

At the close of the fiscal year there were 659 beneficial holders of common shares. Mr. James M. Seed, a Director of the Company, controls approximately 26% of the outstanding stock, through various trusts.

Item 6. Selected Financial Data.

Not applicable to smaller reporting company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations.

On March 19, 2012, Mr. James G. Baughman was appointed Chairman, President, CEO, and acting Chief Financial Officer to succeed Mr. Peter Bojtos who had held those positions since 2005. Mr. Baughman is an experienced geologist and mining company executive with proven management skills, and possesses an international background in the mining industry. Mr. Baughman has worked as a geologist for more than 25 years in mining operations and mineral exploration projects for precious, base metals, and uranium and has also provided technical services and project management for a number of major and junior mining companies.

The Company had no revenue during the year from production as the Company had no properties in production.

For the fiscal year ended January 31, 2012, the Company reported a net loss of $499,527 compared to a net loss of $528,771 the previous year.

The Company incurred exploration costs during the year of $128,739 vs. $276,243 for the year ended January 31, 2011. The current expenditure reflects the decrease in work carried out on the uranium bearing mineral claims over the past year.

General and administrative expenses for the fiscal year ended January 31, 2012, amounted to $344,551 vs. $236,488 the previous year. General and administrative costs are closely monitored and the Company uses contract personnel whenever needed. .

The Company also incurred interest expense of $27,280 to related parties vs. $19,001 to related parties for the year ended January 31, 2011. This accrual was related to outstanding loans from a shareholder which at the year-end amounted to $340,000.

Liquidity and Financial Condition

The Company had free cash on hand at January 31, 2012, of $315 compared to $58,764 the previous year. The Company also holds restricted cash of $35,000 relating to reclamation bonds covering the mineral properties acquired from Tournigan Energy.

_____________________________________________________________________________________________

Current liabilities amount to $845,654 vs $1,564,776 in the previous year. Current assets amount to $110,209, resulting in a working capital deficit of $735,445 at January 31, 2012. Current liabilities consist of accounts payable and accrued expenses of $233,987 vs $391,428 the previous year, notes payable and shareholder accruals of $271,667 vs $413,348 the previous year.

While the working capital deficit of $735,445 indicates an inability to pay its bills and accrued debt, the Company recognizes that current debt to non-affiliates is not significant, being primarily its accounts payable of $6,614. The Company also recognizes its need for additional funding either from equity sales or borrowings to create a more favorable working capital ratio and allow for a more aggressive property acquisition program. The Company also recognizes that there is no assurance that adequate additional financing is either available or achievable on terms acceptable to it.

The Company's financial statements are prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. In the past two years the Company has experienced net losses of $1,028,298during exploration stage and as a result of the increased working capital deficit in the current year, the Company’s negative working capital position raises substantial doubt about the Company's ability to continue as a going concern.

Other

Management believes that the Company has adequately reserved its reclamation commitments. Management also believes that the Company is substantially in compliance with all environmental regulations.

While it intends to continue with its uranium exploration, management also continues to search for an advanced-stage precious and/or base-metal mineral property with a view to developing it into a cash generating, profitable, producing mine. The chief area of interest is in the southwestern United States and several situations were evaluated over the past year. Management has looked at both high-grade underground projects as well as lower-grade open-pittable ones with a view to completing such a strategic acquisition.

Forward Sales of Precious Metals

The Company does not presently employ forward sales contracts or engage in any hedging activities. Any production would be sold on the spot market that is generally the afternoon closing price for metals on the London Metal Exchange (LME) on the day of delivery. The Company plans to continue this policy with future production.

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Statements which are not historical facts contained herein are forward looking statements that involve risks and uncertainties that could cause actual results to differ from projected results. Such forward-looking statements include statements regarding expected commencement dates of mining or mineral production operations, projected quantities of future mining or mineral production, and anticipated production rates, costs and expenditures, as well as projected demand or supply for the products that FWG and/or FWG Subsidiaries produce, which will affect both sales levels and prices realized by such parties. Factors that could cause actual results to differ materially include, among others, risks and uncertainties relating to general domestic and international economic and political risks associated with foreign operations, unanticipated ground and water conditions, unanticipated grade and geological problems, metallurgical and other processing problems, availability of materials and equipment, the timing of receipt of necessary governmental permits, the occurrence of unusual weather or operating conditions, force major events, lower than expected ore grades and higher than expected stripping ratios, the failure of equipment or processes to operate in accordance with specifications and expectations, labor relations, accidents, delays in anticipated start-up dates, environmental costs and risks, the results of financing efforts and financial market conditions, and other factors described herein and in FWG's quarterly reports on Form 10-QSB. Many of such factors are beyond the Company's ability to control or predict. Actual results may differ materially from those projected. Readers are cautioned not to put undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable laws.

Contractual Obligations

The Company entered into an employment agreement with James Baughman on March 19, 2012. The term is indefinite and provides for an annual salary of $36,000. Upon termination without cause, Mr. Baughman is entitled to two times the annual salary, two times the targeted annual bonus and accrued but unused vacation time.

Item 7A. Quantitive and Qualitive Disclosures About Market Risk.

Not applicable to smaller reporting company.

Item 8. Financial Statements and Supplementary Data.

FISCHER-WATT GOLD COMPANY, INC.

MANAGEMENT’S REPORT ON INTERNAL CONTROLS OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

The Securities Exchange Act of 1934 defines internal control over financial reporting in Rules 13a-15(f) and 15d-15(f) as a process designed 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 and includes those policies and procedures that:

_____________________________________________________________________________________________

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of assets;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and

Provide reasonable assurance regarding prevention and timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Internal control systems, no matter how well designed, have inherent limitations. Therefore, event those systems that are determined to be effective provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting based on criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on its assessment, management concluded that we maintained effective internal control over financial reporting as of January 31, 2012.

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[fwg10ksubmission008.jpg]

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Fischer-Watt Gold Company, Inc.

(An Exploration Stage Company)

Consolidated Balance Sheets

January 31, 2012 and 2011


			2012		2011
	ASSETS

Current Assets:
	Cash	$	315	$	58,764
	Restricted deposits		35,000		50,000
	Prepaid and other current assets		74,894		74,894

	Total current assets	$	110,209	$	183,658

	LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:
	Accounts payable and accrued expenses	$	6,614	$	13,260
	Accounts payable and accrued expenses – related party		227,373		378,168
	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		845,654		1,564,776

Stockholders' (Deficit):
	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
	Accumulated (deficit) prior to exploration stage		(15,353,115)		(15,353,115)
	Accumulated (deficit) during the exploration stage		(4,074,060)		(3,587,283)

			(735,445)		(1,381,118)

		$	110,209	$	183,658

See the accompanying notes to the consolidated financial statements

_____________________________________________________________________________________________

Fischer-Watt Gold Company, Inc.

(An Exploration Stage Company)

Consolidated Statements of Operations

Years Ended January 31, 2012 and 2011 and

February 1, 2001 (Inception of Exploration Stage) to January 31, 2012


								February 1, 2001
								(Inception of
								Exploration Stage)
				2012		2011		to January 31, 2012

Revenue			$	-	$	-	$	44,240

Costs and expenses:
		Cost of sales		-		-		50,000
		Exploration		128,739		276,243		1,446,023
		Impairment of mineral rights		-		-		309,500
		Writedown of inventory to market value		-		-		125,000
		General and administrative		344,551		236,488		4,029,483

				473,290		512,731		5,960,006

		(Loss) from operations		(473,290)		(512,731)		(5,915,766)

Other income (expense)
		Interest expense		(27,280)		(19,001)		(123,504)
		Relief of payables and other indebtedness		-		-		66,935
		Other income		504		-		2,404,688
		Interest income		539		2,961		37,705

				(26,237)		(16,040)		2,385,824

		(Loss) before income taxes		(499,527)		(528,771)		(3,529,942)

Income taxes				-		-		556,868

Net (loss)			$	(499,527)	$	(528,771)	$	(4,086,810)
Per share information - basic and fully diluted

Net income (loss) per share
	Basic and fully diluted		$	(0.01)	$	(0.01)

Weighted average shares outstanding
	Basic and diluted			82,162,652		78,696,276

See the accompanying notes to the consolidated financial statements

_____________________________________________________________________________________________

Fischer-Watt Gold Company, Inc.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

Years Ended January 31, 2012 and 2011 and

February 1, 2001 (Inception of Exploration Stage) to January 31, 2012


								February 1, 2001
								(Inception of
								Exploration Stage)
				2012		2011		to January 31, 2012
Cash flows from operating activities:
	Net loss		$	(499,527)	$	(528,771)	$	(4,086,810)

	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		-		7,138		699,937
		Stock option expense		76,741		-		76,741
	Changes in assets and liabilities:					-		-
		Inventory		-		-		50,000
		Other current assets		-		128,138		(71,692)
		Accounts payable		74,057		122,235		522,890
		Asset retirement obligation		-		(52,000)		(52,000)
		Accounts payable and accrued expenses – shareholders		-		(25,000)		530,856

		Total adjustments		246,078		180,511		374,423

		Net cash (used in) operating activities		(253,449)		(348,260)		(3,712,387)

	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		15,000		304,400		895,000

		Net cash provided by investing activities		15,000		304,400		3,142,829

	Cash flows from financing activities:
		Repayment of amounts due to Tournigan Energy Inc.		-		(130,000)		(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)
				-		-		689,068
		Net cash provided by (used in) financing activities		180,000		96,000		549,486

Increase (decrease) in cash and cash equivalents				(58,449)		52,140		(20,072)

Cash and cash equivalents, beginning of period				�� 58,764		6,624		20,387

Cash and cash equivalents, end of period			$	315		58,764		315

Supplemental cash flow information:
		Cash paid for interest	$	-	$	-	$	-
		Cash paid for income taxes	$	-	$	-	$	556,868

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	$	-	$	-	$	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	$	48,000	$	873,327

See the accompanying notes to the consolidated financial statements

_____________________________________________________________________________________________

Fischer-Watt Gold Company, Inc.

(An Exploration Stage Company)

Consolidated Statement of Stockholders' (Deficit)

February 1, 2001 (Inception of Exploration Stage) to January 31, 2012


						Accumulated (Deficit)
	Common		Additional	Capital		Prior to	During
	Stock		Paid in	Stock	Contribution	Exploration	Exploration
	Shares	Amount	Capital	Subscribed	to Capital	Stage	Stage	Total

Balance, January 31, 2001	44,398,384	$ 44,398	$ 14,476,921	$ 41,250		$(15,353,115)	$ -	$ (790,546)

Contribution to capital	-	-	263,263	-		-	-	263,263
Issuance of subscribed shares	825,000	825	40,425	(41,250)		-	-	-
Issuance of stock for services at $0.03 per share	1,000,000	1,000	24,000	-		-	-	25,000
Net (loss)	-	-	-	-		-	(634,552)	(634,552)

Balance, January 31, 2002 (Restated)	46,223,384	46,223	14,804,609	-		(15,353,115)	(634,552)	(1,136,835)

Contribution to capital	-	-	271,305	-		-	-	271,305
Issuance of stock options for services	-	-	75,500	-		-	-	75,500
Issuance of stock for services at $0.10 per share	250,000	250	24,750	-		-	-	25,000
Stock subscriptions for cash at $0.03 per share	-	-	-	30,000		-	-	30,000
Stock subscriptions for services at $0.04 per share	-	-	-	12,750		-	-	12,750
Net (loss)	-	-	-	-		-	(586,422)	(586,422)

Balance, January 31, 2003 (Restated)	46,473,384	46,473	15,176,164	42,750		(15,353,115)	(1,220,974)	(1,308,702)

Contribution to capital	-	-	129,500	-		-	-	129,500
Issuance of subscribed shares	1,000,000	1,000	29,000	(30,000)		-	-	-
Discount on stock issued to affiliates	-	-	57,000	-		-	-	57,000
Stock subscriptions for cash at $0.02 to $0.14 per share	-	-	-	166,282		-	-	166,282
Issuance of stock for cash at $0.04 per share	3,169,000	3,169	114,035	-		-	-	117,204
Net (loss)	-	-	-	-		-	(561,865)	(561,865)

Balance, January 31, 2004 (Restated)	50,642,384	50,642	15,505,699	179,032		(15,353,115)	(1,782,839)	(1,400,581)

Reclassification of subscription	-	-	(12,560)	12,560		-	�� -	-
Issuance of subscribed shares	1,906,727	1,407	156,435	(157,842)		-	-	-
Issuance of stock for options	500,000	500	4,500	(5,000)		-	-	-
Contribution to capital	-	-	25,000	-		-	-	25,000
Issuance of stock and subscription for services at $0.08 per share	20,000	20	1,580	70,000		-	-	71,600
Issuance of stock for cash at $0.07 per share	400,000	900	27,411	-		-	-	28,311
Stock subscriptions for cash at $0.05 to $0.10 per share	-	-	-	154,971		-	-	154,971
Net (loss)	-	-	-	-		-	(474,858)	(474,858)

Balance January 31, 2005 (Restated)	53,469,111	53,469	15,708,065	253,721		(15,353,115)	(2,257,697)	(1,595,557)

Reclassification of capital to shareholder loan	-	-	(864,068)	-		-	-	(864,068)
Contribution to capital	-	-	50,500	-		-	-	50,500
Issuance of subscribed shares	3,392,308	3,392	237,579	(240,971)		-	-	-
Issuance of stock for services at $0.05 per share	505,400	505	24,765					25,270
Issuance of stock for cash at $0.04 per share	5,800,000	5,800	244,200	-		-	-	250,000
Issuance of stock in settlement of debt at $0.05 per share	6,000,000	6,000	294,000	-		-	-	300,000
Net (loss)	-	-	-	-		-	(225,025)	(225,025)

Balance January 31, 2006	69,166,819	69,166	15,695,041	12,750		(15,353,115)	(2,482,722)	(2,058,880)

Contribution to capital	-	-	75,000	-		-	-	75,000
Issuance of stock in settlement of shareholder payable at $0.10 per share	400,000	400	39,600	-		-	-	40,000
Issuance of stock for services at $0.07 per share	550,000	550	37,950	-		-	-	38,500
Issuance of stock options for services	-	-	106,000					106,000
Exercise of stock warrants at $0.04 per share	400,000	400	15,600	-		-	-	16,000
Net Income	-	-	-	-		-	233,471	233,471

Balance January 31, 2007	70,516,819	70,516	15,969,191	12,750		(15,353,115)	(2,249,251)	(1,549,909)

Issuance of stock in settlement of shareholder payable at $0.05 per share	250,000	250	12,250	-		-	-	12,500
Issuance of stock in settlement of note payable at $0.05 per share	750,000	750	36,750					37,500
Issuance of stock for services at $0.07 per share	350,000	350	24,150	-		-	-	24,500

Issuance of stock options for services	-	-	448,000	-		-	-	448,000
Exercise of stock warrants at 0.10 per share	1,000,000	1,000	99,000					100,000
Net Income	-	-	-	-		-	369,837	369,837

Balance January 31, 2008 (Restated)	72,866,819	72,866	16,589,341	12,750		(15,353,115)	(1,879,414)	(557,572)

Contribution to capital	-	-	50,000	-		-	-	50,000

Net Loss							(315,579)	(315,579)

Balance January 31, 2009	72,866,819	72,866	16,639,341	12,750		(15,353,115)	(2,194,993)	(823,151)

Issuance of stock for services	445,000	445	17,025	-		-	-	17,470
Contribution to capital			225,327					225,327
Stock compensation expense	-	-	138,799	-		-	-	138,799

Net loss	-	-	-	-		-	(863,519)	(863,519)

Balance January 31, 2010	73,311,819	73,311	17,020,492	12,750		(15,353,115)	(3,058,512)	(1,305,074)

Issuance of stock for cash at $0.06 per share	3,766,667	3,767	222,233	-		-	-	226,000

Issuance of stock in settlement of debt	2,859,820	2,859	168,730	-		-	-	171,589

Issuance of stock for cash at $0.06 per share				-	-	-	-	-
Stock compensation expense - 600,000 7/29/10-Solano			7,138	-	-	-	-	7,138
Contribution to capital			48,000					48,000
Net loss - January 31, 2011							(528,771)	(528,771)

Balance, January 31, 2011	79,938,305	79,937	17,466,593	12,750	-	(15,353,115)	(3,587,283)	(1,381,118)

Issuance of stock in settlement of debt	3,159,820	3,160	315,319	-		-	-	362,479

Issuance of stock for services	800,000	800	31,200					32,000

Exercise of stock warrants at $0.12 per share	2,864,000	2,864	41,116					43,980

Exercise of stock options at $0.10 per share	300,000	300	29,700					30,000

Stock compensation expense			76,741					76,741

Contribution to capital			600,000					600,000

Write off of stock subscription – no longer applicable				(12,750)			12,750	-

Net loss							(499,527)	(499,527)

Balance, January 31, 2012	87,062,125	$ 87,061	$18,604,669	$ -	$ -	$(15,353,115)	$(4,074,060)	$ (735,445)

See the accompanying notes to the consolidated financial statements

_____________________________________________________________________________________________

FISCHER-WATT GOLD COMPANY, INC.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JANUARY 31, 2012 AND 2011

Note 1. Accounting Policies

Business Activities

Fischer-Watt Gold Company, Inc. ("Fischer-Watt" or the "Company"), and its subsidiaries are engaged in the business of mining and mineral exploration. This includes locating, acquiring, exploring, improving, leasing and developing mineral interests, primarily in the field of precious metals.

Principles of Consolidation

The consolidated financial statements include the accounts of Fischer-Watt and its 100% owned subsidiary, Tournigan USA Inc., that was acquired on February 27, 2009. Ownership interests in corporations where the Company maintains significant influence over but not control of the entity are accounted for under the equity method. Joint ventures involving non-producing properties are accounted for at cost. All intercompany accounts and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

For purposes of balance sheet classification and the statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Mineral Interests

The Company capitalizes certain costs related to the acquisition of mineral rights.

Exploration and development costs are expensed as incurred unless proven and probable reserves exist and the property is a commercially mineable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are also capitalized. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded.

_____________________________________________________________________________________________

The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

Property, Plant & Equipment

Property, plant and equipment are stated at cost. Depreciation on mining assets is provided by the units of production method by reference to the ratio of units produced to total estimated production (proven and probable reserves).

Depreciation on non-mining assets is provided by the straight-line method over the estimated service lives of the respective assets.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services based on the fair value of the equity instruments issued and accounts for equity instruments issued to other than employees based on the fair value of the consideration received or the fair value of the equity instruments, whichever is more reliably measurable.

The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option-pricing model and provides for expense recognition over the vesting period, if any, of the stock option.

Revenue Recognition

Sales revenue is recognized upon the production of metals having a fixed monetary value. Metal inventories are recorded at estimated net realizable value, except in cases where there is no immediate marketability at a quoted market price, in which case they are recorded at the lower of cost or net realizable value.

Gains on the sale of mineral interests include the excess of the net proceeds from sales over the Company's net book value in that property.

Generative exploration program fees, received as part of an agreement whereby a third party agrees to fund a generative exploration program in connection with mineral deposits in areas not previously recognized as containing mineralization in exchange for the right to enter into a joint venture in the future to further explore or develop specifically identified prospects, are recognized as revenue in the period earned.

Foreign Operations

The Company operates in the United States of America. As with all types of international business operations, currency fluctuations, exchange controls, restrictions on foreign investment, changes to tax regimes, and political action could impact the Company's financial condition or results of operations.

_____________________________________________________________________________________________

Foreign Currency Translation

The functional currency for the Company’s operations is the US dollar. The assets and liabilities of any foreign subsidiaries 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 which the foreign subsidiary was owned. The related translation adjustments are reflected in the accumulated translation adjustment section of stockholders' (deficit).

Environmental and Reclamation Costs

The Company currently has no active reclamation projects at its past drilling sites, having completed all such work. Expenditures relating to ongoing environmental and reclamation programs would either be expensed as incurred or capitalized and depreciated depending on the status of the related mineral property and their future economic benefits. The recording of provisions generally commences when a reasonably definitive estimate of cost and remaining project life can be determined.

Income Taxes

The Company accounts for income taxes using the liability method, recognizing deferred income taxes for certain temporary differences between the financial reporting and tax basis of assets and liabilities. Deferred taxes are measured using enacted tax rates in effect in the years in which the temporary differences are expected to reverse.

Concentration of Credit Risk

The Company maintains cash in accounts which may, at times, exceed federally insured limits. To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations.

The Company will sell most of its metal production to a limited number of customers. However, due to the nature of the metals market, the Company is not dependent upon a significant customer to provide a market for its products.

Although the Company could be directly affected by weakness in the metals processing business, the Company monitors the financial condition of its customers and considers the risk of loss to be remote.

Inventory

Inventory is valued at the lower of cost or market on a first-in first-out basis. The Company had no inventory on hand at January 31, 2012 or 2011.

_____________________________________________________________________________________________

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of January 31, 2012 and 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, restricted deposits, prepaid and other current assets, accounts payable and accrued expenses, and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

Impairment of Long Lived Assets

Long-lived assets and certain identifiable intangibles held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Management has not identified any material impairment losses as of the date of these financial statements.

Net Income (Loss) 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 common shares and dilutive common stock equivalents outstanding. During the periods when they are anti dilutive, common stock equivalents are not considered in the computation.

Recently Adopted Accounting Pronouncements

The Company evaluates the pronouncements of various authoritative accounting organizations, primarily the Financial Accounting Standards Board (“FASB”), the SEC, and the Emerging Issues Task Force (“EITF”), to determine the impact of new pronouncements on US GAAP and the impact on the Company. The Company adopted the following new accounting standards during the year ended January 31, 2012:

_____________________________________________________________________________________________

ASU 2010-6 amended 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 ASU was adopted during the period ended April 30, 2010, and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

ASU 2009-17 revised 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 ASU was adopted during the period ended April 30, 2010, and its adoption had no impact on the Company’s consolidated financial position, results of operations or cash flows.

Recently Issued Accounting Pronouncements

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

ASU 2010-06 was issued in January 2010, and clarifies existing disclosures of inputs and valuation techniques for Level 2 and Level 3 fair value measurements. The disclosure of activity within Level 3 fair value measurements is effective for fiscal years beginning after December 15, 2010, and for interim periods within those years.

ASU 2010-29 was issued in December 2010, and requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. This ASU will be effective 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. Early adoption is permitted.

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries. None of the updates are expected to a have a material impact on the Company's consolidated financial position, results of operations or cash flows.

Note 2. Financial Condition, Liquidity, and Going Concern

At January 31, 2012, the Company had stockholders’ and working capital deficits of $735,445 and an accumulated deficit of $19,439,925. In addition, the Company has no revenue producing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

_____________________________________________________________________________________________

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

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

Note 4. Acquisition of Tournigan USA, Inc.

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, who was then President, CEO and Chairman of the Board of Fisher-Watt, declared his interest in this transaction as he was also a director of Tournigan Energy.

Fair value of net tangible assets acquired:

Cash

$12,829

Accrued interests receivable

3,202

Restricted deposits

930,000

Accounts payable

(204)

Asset retirement obligation

(52,000)

Acquired net assets (100%)

893,827

_____________________________________________________________________________________________

Purchase Price:

Promissory note payable

$325,327

Due to Tournigan Energy, Ltd., net 878,000

Total

$1,203,327

Mineral rights

$ 309,500

The results of the operations of TUSA have been included in the results of operations of the Company for the period from February 28, 2009. Had the acquisition taken place on February 1, 2009, the results of operations for the year ended January 31, 2010 would have been:

Revenue

$6,346

Net loss

(808,957)

Net loss per share

(0.01)

Note 5. Due to Tournigan Energy, Ltd.

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

At January 31, 2011, 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 with the Company’s current areas of work.

Under the renegotiated terms Tournigan Energy has:

Forgiven the $600,000 payable by the Company;

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

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

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, who was President, CEO and Chairman of the Board of Fischer-Watt at that time, declared his interest in this transaction since he was also a director of Tournigan Energy.

Note 6. Prepaid and Other Current Assets

Mineral claim maintenance fees are paid annually to secure the rights to mineral claims. Amounts paid are considered a prepaid expense, and are amortized over the term of the claim.

During 2012 and 2011, TUSA paid $126,980 and $126,980, respectively, in federal mineral claim maintenance fees. The balance included in prepaid and other current assets for prepaid mineral claim maintenance fees at January 31, 2012 and 2011 was $74,072 and $74,894, respectively.

_____________________________________________________________________________________________

Note 7. Notes Payable - Shareholder

In 2005, a shareholder advanced $30,000 to the Company for working capital purposes and to assist in identification of new mining properties. This loan is due on demand and bore interest at 5% per annum through January 31, 2009, at which time the interest rate was increased to 10% per annum. During the years ended January 31, 2010 and 2009, the shareholder advanced an additional $50,000 and $80,000, respectively, under substantially identical terms. On August 31, 2011 the shareholder advanced a further $150,000 and added an additional $30,000 on Oct 27, 2011, for a loan total of $340,000 at January 31, 2012. The additional loans were done under identical terms of previous loans advanced to the Company. The $180,000 was repaid subsequent to year end.

Note 8. Accounts Payable and Accrued Expenses – Shareholders

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.

Note 9. Asset Retirement Obligation 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 January 31, 2012 was $35,000, which will be released upon future inspection by the Arizona BLM.

_____________________________________________________________________________________________

Note 10. Stockholders' (Deficit)

During the year ended January 31, 2002, a shareholder contributed $263,263 to the capital of the Company to be used primarily for the identification and assessment of mining properties. The Company issued 825,000 shares of common stock which had been subscribed for in a prior year. The Company issued 1,000,000 shares of common stock in exchange for consulting services, which were valued at their fair market value of $25,000.

During the year ended January 31, 2003, a shareholder contributed $271,305 to the capital of the Company to be used primarily for the identification and assessment of mining properties. The Company issued 250,000 shares of common stock in exchange for consulting services, which were valued at their fair market value of $25,000. During the year ended January 31, 2003, the Company received cash aggregating $30,000 related to a stock subscription for 1,000,000 common shares from a director. In addition, the Company agreed to issue 325,000 shares of common stock for services. These shares were valued at their fair market value of $12,750 and charged to operations during the year ended January 31, 2003.

During the year ended January 31, 2004, a shareholder contributed $129,500 to the capital of the Company to be used primarily for the identification and assessment of mining properties. The Company issued an aggregate of 3,169,000 shares of common stock for cash of $117,204. In addition, the Company accepted stock subscriptions for 1,300,000 shares of common stock for cash of $35,000 and 937,727 shares of common stock for the forgiveness of salary due to an officer of $131,282. One of the cash subscriptions for 1,050,000 shares is with an affiliate and the discount on the shares from fair market value of $31,500 has been charged to operations during the year ended January 31, 2004.

During the year ended January 31, 2005, a shareholder contributed $25,000 to the capital of the Company to be used primarily for the identification and assessment of mining properties. The Company issued 1,906,727 shares of common stock for stock subscriptions of $157,842. The Company issued 400,000 shares of common stock for cash aggregating $28,311. In addition, certain affiliates exercised options to purchase 500,000 shares of common stock for $5,000. The Company also issued 20,000 shares of common stock for services and recorded a subscription for 875,000 shares of common stock valued at fair market value of $70,000 for services. In addition the Company received $154,971 for stock subscriptions.

During the year ended January 31, 2006, the Company issued 3,392,308 shares of common stock for stock subscriptions of $239,971. The Company issued 5,800,000 shares of common stock for cash aggregating $250,000. In addition, loans outstanding in the amount of $250,000 were converted to 6,000,000 shares of common stock. The Company issued 505,400 shares of common stock for services valued at fair market value of $25,270. In addition, $864,068 of capital contributions made by a Company controlled by a shareholder in prior years were reclassified as notes payable and fully repaid during the year ended January 31, 2008.

_____________________________________________________________________________________________

During the year ended January 31, 2007, the Company issued 400,000 shares of common stock at $0.10 per share in settlement of amounts due to a shareholder.The Company issued 550,000 shares of common stock for services valued at fair market value of $38,500, and issued options valued at $106,000. In addition, a shareholder exercised warrants to purchase 400,000 shares of common stock at $0.04 per share, reducing amounts owed by the Company in the amount of $16,000.

During the year ended January 31, 2008, the Company issued 1,000,000 warrants which were exercised in settlement of amounts due to a shareholder. Two directors exercised stock options for a total of 1,000,000 shares of common stock at $0.05 per share in exchange for debt of $50,000. In addition the Company issued 350,000 shares of common stock for services valued at fair market value of $24,500.

During the year ended January 31, 2009, a shareholder forgave accounts payable and accrued expenses in the amount of $50,000. This amount was recorded as a contribution to capital.

During the year ended January 31, 2010, a related party forgave notes payable in the amount of $225,327. This amount was recorded as a contribution to capital.

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 ended 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 $0.04 per share were granted and expensed as consulting expense and an additional 50,000 shares at $0.04 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 ended October 31, 2011, the Company issued a total of 6,323,820 common shares in settlement of debt of $410,860.

_____________________________________________________________________________________________

Note 11. 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 year ended January 31, 2008, stock options were granted to purchase 2,000,000 shares of common stock at an exercise price of $0.10 per share and a term of 5 years. The Company also extended the option expiry date for two directors on options for 1,000,000 shares to June 30, 2009.

No stock options were granted during the year ended January 31, 2009, nor were any stock options exercised.

During the year ended January 31, 2010, the Company granted stock options to purchase a total of 3,750,000 shares of common stock at various exercise prices: 3,150,000 stock options at $0.06 per share; 500,000 stock options at $0.08 per share; and 100,000 stock options at $0.30 per share. The fair value of these options was determined to be $138,799 based on the following assumptions: stock price at date of grant of $0.06, expected life of 5 years, dividend yield of 0%, interest rate of 2.4% and volatility of 77%.

During the year ended January 31, 2011, the Company granted stock options to purchase 600,000 shares of common stock at $0.05. The fair value of these options was determined to be $7,138 based on the following assumptions: stock price at date of grant of $0.04, expected life of 1.5 years, dividend yield of 0%, interest rate of 0.44% and volatility of 76%.

During the year ended January 31, 2012, the Company granted stock options to purchase 2,000,000 shares of common stock at $0.05. The fair value of these options was determined to be $76,741 based on the following assumptions: stock price at date of grant of $0.04 expected life of 5 years, dividend yield of 0%, interest rate of 1.6% and volatility of 185.6%.

_____________________________________________________________________________________________

The following table summarizes the stock option activity:



	Stock Options	Weighted-average Price per share

Outstanding January 31, 2009	16,400,000	$0.28

Granted	3,750,000	$0.07
Exercised	--	--
Expired	(1,750,000)	$0.08

Outstanding January 31, 2010	18,400,000	$0.26

Granted	600,000	$0.05
Exercised	--	--
Expired	(4,000,000)	$0.30

Outstanding January 31, 2011	15,000,000	$0.24

Issued	2,000,000	$0.05

Exercised	(300,000)	$0.10

Expired/Cancelled	(3,250,000)	$0.09

Outstanding January 31, 2012	13,450,000	$0.259

The following table summarizes information about fixed-price stock options at January 31, 2012:




Range of Prices	Weighted Average Number Outstanding	Contractual Life	Weighted Average Exercise Price	Weighted Average Number Exercisable	Weighted Average Exercise Price
$0.05	2,000,000	4.3 yrs	$0.05	2,000,000	$0.05
$0.06	3,150,000	3.0 yrs	$0.06	3,150,000	$0.06
$0.08	500,000	3.0 yrs	$0.08	500,000	$0.08

$0.10	1,700,000	0.3 yrs	$0.10	1,700,000	$0.10
$0.30	100,000	3.0 yrs	$0.30	100,000	$0.30
$0.40	4,000,000	0.9 yrs	$0.40	4,000,000	$0.40
$0.60	2,000,000	3.9 yrs	$0.60	2,000,000	$0.60

_____________________________________________________________________________________________

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

Warrants in the amount of 2,859,820 were exercised by two shareholders in settlement of debt.

At January 31, 2012, the Company had the following outstanding warrants:

Exercise

Price

Number of

Remaining

Contractual

Life

Exercise Price

Times Number of Shares

Weighted Average Exercise Price

Aggregate

Intrinsic

Value

$0.12

3,766,666

0.25 yrs

$452,000

$0.12

Note 12. Income Taxes

The components of net (loss) before taxes for the Company's domestic and prior foreign operations were as follows:



January 31,	2012	2011

Domestic	$(499,527)	$(528,771)

Net income before taxes	$(499,527)	$(528,771)

The difference between the federal statutory tax rate and the effective tax rate on net income before taxes is as follows:



January 31,	2012	2011

Federal statutory rate	(34.0)%	(34.0)%
Increase in net deferred tax asset valuation allowance	34.0	34.0
	0.0%	0.0%

The Company has federal tax loss carry forwards of approximately $4.5 million at January 31, 2012, which expire through 2032. The principal difference between the net loss reported for income tax purposes and the net loss reported for financial reporting purposes relates to stock based compensation expense.

The Company has a deferred tax asset of approximately $1.5 million resulting from the net operating loss carry forwards. At this time, the Company is unable to determine if it will be able to benefit from its deferred tax asset. Accordingly, a valuation allowance has been established for the entire deferred tax asset. The change in the valuation allowance was approximately $150,000 for the year ended January 31, 2012.

In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company's net operating loss carry forward may be subject to an annual limitation in the event of a change in control.

_____________________________________________________________________________________________

Note 13. Related Party Transactions

During the year ended January 31, 2012, a shareholder loaned $180,000 to provide working capital for the Company. There were no related party transactions for the year ended January 31, 2011.

Note 14. Subsequent Events

The Company has evaluated events and transactions that occurred between January 31, 2012 and the date the consolidated financial statements were available for issue, for possible disclosure or recognition in the consolidated financial statements. The Company has determined that there were no such events or transactions that warrant disclosure or recognition in the consolidated financial statements except as noted below.

Subsequent to the Company year end, on March 14, 2012, the Company entered into a Stock Purchase Agreement whereby the shareholders of New Fork Uranium Corporation 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.

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. In addition, New Fork brings working capital of over $300,000 to the Company.

On March 19, 2012 Messrs. Bojtos and Helgeson resigned their positions as officers and directors of the Company. Messrs, Baughman and Schifrin were appointed as directors and Mr. Baughman was appointed as Chairman, President and Chief Executive Officer of the Company.

On March 19, 2012 the Company granted 2,000,000 shares of its Common stock as payment for services to an Investor Relations firm.

On March 19, 2012 the Company granted stock options to directors and consultants to purchase a total of 2,500,000 shares of Common stock at a price of $0.06 for 5 years.

On March 26, 2012 the Company paid a shareholder a $180,000 loan along with $9,888 of accrued interest.

_____________________________________________________________________________________________

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial

Disclosure.

The Company retains StarkSchenkein, LLP as its principal independent auditor. There has been no disagreement between the parties during the fiscal year.

Item 9A(T). Controls and Procedures.

(a) We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of January 31, 2012, under the supervision and with the participation of our Chief Executive Officer and Principal Financial Officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures were effective.

As permitted by applicable SEC rules, this report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management's report, which is included in Item 8 above, was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.

(b) There were no changes in our internal control over financial reporting during the quarter ended January 31, 2012, that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information.

None.

_____________________________________________________________________________________________

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Upon closing of the New Fork acquisition Messrs. Bojtos and Helgeson resigned as officers and directors of the Company and Messrs. Baughman and Schifrin were appointed to the Board. Mr. Baughman was also appointed Chairman of the Board, President and Chief Executive Officer. The following table sets forth information regarding the directors and executive officers of the Company.



Name	Age	Position

James G. Baughman	55	Director
		Chairman, President & CEO

James M. Seed	71	Director

Gregory Schifrin	53	Director

William Rapaglia	65	Director

All of the directors have been elected for a term of one year or until a successor is elected. Directors are subject to election annually by the shareholders. Directors are elected by a simple majority of the shareholders.

The position of Chief Financial Officer has been vacant since the resignation of Ms. Michele Wood on April 13, 1998. The duties of the CFO are fulfilled by other Company executives and contract accountants. The Audit Committee is composed of Messrs. Rapaglia, Schifrin and Seed who are all independent directors. Each of these directors is financially literate but none of them is a financial expert.

There are no family relationships by blood, marriage or adoption among any of the officers or significant employees of the Company.

JAMES G. BAUGHMAN

Mr. Baughman has worked as a geologist for more than 25 years in mining operations and mineral exploration projects for precious, base metals, and uranium and in 2010 founded, and was President of, New Fork Uranium Corp. Mr. Baughman has provided technical services and project management for a number of major and junior mining companies.

From 2004 to 2006, Mr. Baughman was the co-founder, President and Chief Executive Officer of High Plains Uranium Corp, where he managed a successful initial public offering on the TSX (Senior Board). In 2006, Mr. Baughman was the Chief Executive Officer of Kenai Resources, where he managed the company's properties in Venezuela and Oregon. From October of 2006 to September 2010, Mr. Baughman led an acquisition of mineral rights on uranium properties for US Uranium Corp., a company he co-founded. From September 2010 until present Mr. Baughman serves as Chief Operating Officer (COO) and Director for WestMountain Gold Corp. and Terra Mining Corp.He is also a Director and CEO of Big Bear Mining Corp.

_____________________________________________________________________________________________

In 1983, Mr. Baughman received a Bachelor of Science degree in Geology from the University of Wyoming, Laramie. He is a registered professional geologist in the State of Wyoming.

JAMES M. SEED

James Seed was born on April 4, 1941. He is a graduate of Brown University (1963) and received his MBA from Stanford University in 1965. He is Chairman, President and Owner of The Astra Ventures Inc. and The Astra Projects Inc., both privately owned land development companies. He has been with these companies since 1979.

From November 1979 to May 1989, he was the President and Owner of Buffington Box Company. From February 1971 to November 1979, Mr. Seed was with Fleet Financial Group, spending his last two years there as Treasurer of the Corporation. Mr. Seed was a Commissioner of Rhode Island Investment Commission and was a Trustee of The Galaxy Funds, an $8.4 billion family of 33 mutual funds. He was a Trustee of Brown University from 1984 to 1990.

Mr. Seed has been a Director of Fischer-Watt since June 1, 1996. Mr. Seed stepped down as Chairman of the Board of Directors on August 4, 2005.

GREGORY SCHIFRIN

Mr. Schifrin has worked as a geologist and manager for 29 years in the mining and mineral exploration industry where he has been involved in precious, base metals, rare earth and uranium exploration and development. Mr. Schifrin has provided technical services and project management for major and junior mining companies.

From February 2011 to November 2011 Mr. Schifrin was President of Colorado Rare Earth, Inc., and post M & A U.S. Rare Earths, Inc. and from November 29, 2011 the Chief Operations Officer and Director of U.S. Rare Earths, Inc. a public exploration and development company exploring for rare earth elements in the United States. Since March 2010 Mr. Schifrin has been the CEO, President and Director of WestMountain Gold Corp. and Terra Mining Corporation.

From May to December 2010 Mr. Schifrin was a Director of Solauro Industries, Inc., a privately held exploration, development and reclamation mining company and since 2008 has beena Director of American Mining Corporation, and has been President since March 2011. From December 2007 to the present Mr. Schifrin has been the President and Director of Silver Verde May Mining Corporation. From November of 2006 to December 2007, Mr. Schifrin was the, President and CEO of Golden Eagle Mining Corporation.

In 1985, Mr. Schifrin was the co founder of, and is presently the President of, Minex Exploration, a mining industry exploration consulting and service company. In 1992, Mr. Schifrin co-founded Selkirk Environmental, Inc., an environmental consulting and service company where he managed environmental regulatory compliance, risk analysis, pollution cleanup and environmental assessment for public and private clients.

Mr. Schifrin received a Bachelor of Science degree in Geology from the University of Idaho, Moscow in 1983. He is a registered professional geologist in the State of Washington.

_____________________________________________________________________________________________

WILLIAM J. RAPAGLIA

William J. Rapaglia has over twenty years experience in real estate, acquisitions, constructions and development. Since 1995, Mr. Rapaglia has been involved with the management, direction, growth and development of both private and public companies.

Since 1997, he has been involved in the mining industry. Mr. Rapaglia has been a director of Fischer-Watt since October 10, 2003.Since 2003, Mr. Rapaglia has also been CEO and Chairman of the Board of a privately held Defense Contracting Company.

Item 11. Executive Compensation.

The following Summary Compensation Table sets forth the compensation of the named executive officers of the Company for each of the two fiscal years ended January 31, 2012 and 2011 that was paid by the Company.

SUMMARY COMPENSATION TABLE



Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	All Other Compensation ($)

Peter Bojtos	2012	$71,253	NIL	NIL	$19,185	NIL
President and Chief Executive Officer	2011	95,004	NIL	NIL	NIL	NIL

The following table sets out information as to securities underlying outstanding exercisable options for each named executive officer of the Company as of January 31, 2012.



Name	Number of Shares Underlying Options (#) Exercisable	Option Exercise Price ($)	Option Expiration Date

Peter Bojtos	500,000	$0.06	1/21/2015
	500,000	$0.08	1/21/2015
	500,000	$0.05	5/20/2016

The following table sets forth information as to the compensation paid to the directors of the Company during the fiscal year ended January 31, 2012



Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards (#)	All Other Compensation
Peter Bojtos	NIL	NIL	NIL	NIL
James M. Seed	NIL	NIL	NIL	NIL
Gerald D. Helgeson	NIL	NIL	NIL	NIL
William Rapaglia	NIL	NIL	NIL	NIL

_____________________________________________________________________________________________

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters.

The following table sets forth information with respect to the persons known to the Company to be the beneficial owners of more than 5% of any class of the Company’s voting securities at April 26, 2012:



Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class

Common Stock	Cede & Co. P.O. Box 222 New York, NY 10274	44,611,007 Shares Owned indirectly (1)	32.1%

Common Stock	Peter Bojtos 2582 Taft Court Lakewood, CO 80215	13,110,567 shares Owned directly and indirectly (2)	9.3% (3)

Common Stock	James M. Seed 42 Ladd Street East Greenwich, RI 02818	28,316,600 shares Owned directly and indirectly (4)	19.3% (5)
Common Stock	James G. Baughman 2090 S Joliet Street Aurora, CO 80014	11,026,316 shares Owned directly and indirectly (6)	7.9% (7)

Common Stock	Gregory Schifrin 1256 W Elmira Rd. Sandpoint, ID 83864	11,026,316 shares Owned directly and indirectly (8)	7.9% (9)

Common Stock	Andrew Vander Ploeg 19 Foxtail Circle Englewood, CO 80113	11,695,907shares Owned directly (10)	8.4% (11)

Common Stock	Capital Peak Partners 602 Cedar Street Wallace, ID 83873	8,771,930 shares Owned directly (12)	6.3% (11)

_____________________________________________________________________________________________

(1)

Cede & Company is a brokerage clearing company.

(2)

Includes 10,110,567 shares beneficially owned, 2,000,000 shares underlying outstanding stock options which are exercisable within 60 days, and 1,000,000 shares owned by Mr. Bojtos’ spouse, as to which shares he may be deemed to have beneficial ownership.

(3)

Percentage calculated on the basis of 141,062,125 shares of the Company's common stock issued and outstanding which includes: (i) 139,062,125 shares of common stock issued and outstanding as of April xx, 2012; and (ii) 2,000,000 stock options issued which are immediately exercisable for shares of Common Stock.

(4)

Includes 20,516,600 shares beneficially owned directly and through various related companies and trusts, 1,800,00000 shares underlying outstanding stock options which are exercisable within 60 days, and 6,000,000 options issued to The Astra Ventures Inc, a company controlled by Mr. Seed that are immediately exercisable for shares of Common Stock.

(5)

Percentage calculated on the basis of 146,862,125 shares of the Company’s common stock issued and outstanding which includes: (i) 139,062,125 shares of common stock issued and outstanding as of April xx, 2012; (ii) 1,800,000 options issued to Mr. Seed which are immediately exercisable for shares of Common Stock; and (iii) 6,000,000 options issued to The Astra Ventures, Inc. which are immediately exercisable for shares of Common Stock.

(6)

Includes 10,110,567 shares beneficially owned, and 500,000 shares underlying outstanding stock options which are exercisable within 60 days.

(7)

Percentage calculated on the basis of 139,562,125 shares of the Company's common stock issued and outstanding which includes: (i) 139,062,125 shares of common stock issued and outstanding as of April xx, 2012; and (ii) 500,000 stock options issued which are immediately exercisable for shares of Common Stock

(8)

Includes 10,110,567 shares beneficially owned, and 500,000 shares underlying outstanding stock options which are exercisable within 60 days.

(9)

(10)

Includes 11,695,907 shares beneficially owned.

(11)

Percentage calculated on the basis of 139,062,125 shares of the Company's common stock issued and outstanding.

(12)

Includes 8,771,930 shares beneficially owned.

_____________________________________________________________________________________________

The following table sets forth information as to the beneficial ownership of each class of the Company’s equity securities beneficially owned by the Company’s directors and executive officers as of April xx, 2012:



Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class

Common Stock	James G. Baughman 2090 S Joliet St. Aurora, CO 80014	11,026,316 shares Owned directly and indirectly (1)	7.9% (2)

Common Stock	James M. Seed 42 Ladd Street East Greenwich, RI 02818	28,316,600 shares Owned directly and indirectly (3)	19.3% (4)

Common Stock	Gregory Schifrin 1256 W Elmira Rd. Sandpoint, ID 83864	11,026,316 shares Owned directly and indirectly(5)	7.9%(6)

Common Stock	William Rapaglia 1821 Hillandale Road Durham, NC 27705	2,555,400 shares Owned directly(7)	1. 8%(8)

Common Stock	All Officers and Directors of the Company as a Group (4 persons)	52,924,632	35.4%(9)

(1)

See footnote (6) to first beneficial ownership table under Item 12.

(2)

See footnote (7) to first beneficial ownership table under Item 12.

(3)

See footnote (4) to first beneficial ownership table under Item 12.

(4)

See footnote (5) to first beneficial ownership table under Item 12.

(5)

See footnote (8) to first beneficial ownership table under Item 12.

(6)

See footnote (9) to first beneficial ownership table under Item 12.

(7)

Includes 755,400 shares beneficially owned and 1,800,000 shares underlying outstanding stock options that are exercisable within 60 days.

(8)

Percentage calculated on the basis of 140,862,125 shares of the Company's common stock issued and outstanding which includes: (i) 139,062,125 shares of common stock issued and outstanding as of April 25, 2011; and (ii) 1,800,000 stock options issued which are immediately exercisable for shares of Common Stock.

_____________________________________________________________________________________________

(9)

Percentage calculated on the basis of 149,662,125 shares of the Company’s common stock issued and outstanding which includes: (i) 139,062,125 shares of common stock issued and outstanding as of May 14, 2010; and (ii) 10,600,000 options issued which are immediately exercisable for shares of Common Stock.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

In order to carry out the sale of Montoro in Mexico, the Company reacquired the interest held by Astra, a company controlled by a Director that in turn had advanced funds in the amount of $864,068 for an interest of 21.6% in La Balsa. The Company assumed the liability of $864,068 due to Astra and this amount has been repaid. Additionally the Company agreed to compensate Astra with share purchase options of 4,000,000 restricted common shares at $0.30 per share, expiring Dec 5, 2010; 4,000,000 restricted common shares at $0.40 per share, expiring Dec 5, 2012; and 2,000,000 restricted common shares at $0.60 per share, expiring Dec 5, 2015.

Due to severe cash shortages in recent years, executives of the Company had been deferring the payment of their fees and expenses and had loaned money to the Company. Mr. Peter Bojtos, Chairman, President and CEO, is owed $567,372 as of Jan 31, 2012 for loans, accrued interest and expenses. The loans, totaling $340,000 in the form of Demand Loans, accrue interest at a rate of 10% per annum compounded annually. Following the closing of the New Fork acquisition, $180,000 of the loans plus accrued interest was repaid as per the New Fork acquisition agreement.

Item 14. Principal Accounting Fees and Services.

The Company's Board of Directors reviews and approves audit and permissible non-audit services performed by its independent accountants, as well as the fees charged for such services. In its review of non-audit service fees and its appointment of StarkSchenkein, LLP as the Company's independent accountants, the Board of Directors considered whether the provision of such services is compatible with maintaining independence. The Board of Directors approved all of the services provided and fees charged by StarkSchenkein, LLP in fiscal years ended January 31, 2012 and 2011.

Audit Fees

The aggregate fees billed by StarkSchenkein, LLP for professional services for the audit of the annual financial statements of the Company and the reviews of the financial statements included in the Company's quarterly reports on Form 10-Q for the past two years were $34,000 and $36,000 respectively, net of expenses. The aggregate fees billed by StarkSchenkein, LLP for audit-related fees for the past two years were $0

_____________________________________________________________________________________________

Audit-Related Fees

There were no other fees billed by StarkSchenkein, LLP during the last two fiscal years for assurance and related services that were reasonably related to the performance of the audit or review of the Company's financial statements and not reported under "Audit Fees" above.

Tax Fees

The aggregate fees billed by StarkSchenkein, LLP during the last two fiscal years for professional services rendered for tax compliance were $4,400 and $7,300, respectively.

All Other Fees

There were no other fees billed by StarkSchenkein, LLP during the last two fiscal years for products and services provided.

PART IV

Item 15. Exhibits, Financial Statement Schedules.



Exhibit No.	Description of Exhibits
3.1	By-laws of the Corporation. Amended and restated. Filed as Exhibit 3.3 to Form 10-QSB filed December 16, 1996 and incorporated herein by reference.

10.1	Fischer-Watt Gold Company, Inc., non-qualified stock option plan of May 1987 and filed as Exhibit 36.10 to Form 10-K filed April 23, 1991 and incorporated herein by reference.

10.2	Agreement to Sale, dated November 21, 2000, between Fischer-Watt Gold Company, Inc. and Bullet Holdings, Inc., included with Form 8-K filed December 14, 2000 and incorporated herein by reference.

10.3	Letter Agreement, dated December 5, 2005, between Nexvu Capital Corp., Fischer-Watt Gold Company, Inc., and Minera Montoro, S.A. de C.V., filed as Exhibit 10.1 to Form 8-K filed December 7, 2005 and incorporated herein by reference.

10.4	Letter Agreement, dated June 27, 2006, between Rogue River Resources Corp. and Fischer-Watt Gold Company, Inc., filed as Exhibit 10.1 to Form 8-K filed June 7, 2006 and incorporated herein by reference.

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10.5	Letter Agreement, dated July 14, 2006, and executed effective July 31, 2006, between Grandcru Resources Corporation and Fischer-Watt Gold Company, Inc., filed as Exhibit 10.1 to Form 8-K filed August 10, 2006 and incorporated herein by reference.

10.6	Stock Purchase Agreement, dated January 25, 2007, among Fischer-Watt Gold Company, Inc., as Seller, and Rogue River Resources Corp., as purchaser, and Minera Montoro, S.A. De C.V., filed as Exhibit 10.1 to Form 8-K filed February 16, 2007.

10.7	Agreement, dated October 1, 2008, between Fischer-Watt Gold Company, Inc. and Tournigan Energy Ltd., filed as Exhibit 10.1 to Form 8-K filed October 6, 2008.

10.8	Promissory Note, dated February 27, 2009, payable by Fischer-Watt Gold Company, Inc. to Tournigan Energy Ltd., filed as Exhibit 10.1 to Form 8-K filed March 23, 2009
10.9	Agreement dated August 21, 2009, between Fischer-Watt Gold Company, Inc., and Tournigan Energy, Ltd., filed as Exhibit 10.1 to Form 8-K filed January 5, 2010
10.10	Agreement dated December 14, 2009, between Fischer-Watt Gold Company, Inc., and Tournigan Energy, Ltd., filed as Exhibit 10.1 to Form 8-K filed January 5, 2010
10.11	Amending Agreement, dated July 13, 2011, between Fischer-Watt Gold Company, Inc. and Tournigan Energy Ltd. fled as Exhibit 10.1 to Form 8-K filed July 15, 2011
10.12	Agreement dated December 23, 2010, between Fischer-Watt Gold Company, Inc., and Tournigan Energy, Ltd.
10.13	Stock Purchase Agreement by Fischer-Watt Gold Company, Inc. and Shareholders of New Fork Uranium Corporation, dated March 14, 2012 filed as Exhibit 10.1 to Form 8-K filed March 20, 2012
10.14	Employment Agreement, dated March 19, 2012, between Fischer-Watt Gold Company, Inc. and James G. Baughman filed as Exhibit 10.2 to Form 8-K filed March 20, 2012
31	Officers Certifications under Section 302 of the Sarbanes-Oxley Act of 2002*

32	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.* _________________ * Filed Herewith

__________________________________________________________________________________________

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:	April 25, 2012	By:	/s/ James G. Baughman
			James G. Baughman
			President, Chief Executive Officer,
			(Principal Executive Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Date:	April 25, 2012	By:	/s/ James G. Baughman
			James G. Baughman
			Director, Chairman, President and CEO, and
			Acting Chief Financial Officer (Principal
			Executive Officer and Principal Financial Officer)


Date:	April 25, 2012	By:	/s/ Gregory Schifrin
			Gregory Schifrin
			Director,


Date:	April 25, 2012	By:	/s/ James M. Seed
			James M. Seed
			Director


Date:	April 25, 2012	By:	/s/William Rapaglia
			William Rapaglia
			Director

_____________________________________________________________________________________________

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Cyclone Uranium (CYUR) Inactive 10-K2012 FY Annual report

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