UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended October 31, 2005
OR
[ ] 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 small business issuer as specified in its charter)
Nevada 88-0227654
- --------------------------------- ---------------------------------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
2582 Taft Court, Lakewood, CO 80215
----------------------------------------
(Address of principal executive offices)
(303) 232-0292
---------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: December 5, 2005.
Common Stock, par value $.001 58,366,819
- ----------------------------- ----------------
Title of Class Number of Shares
Transitional Small Business Disclosure Format Yes [ ] No [X]
Index
Exchange Rates............................................................... 3
Conversion Table............................................................. 3
Forward Looking Statements................................................... 3
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements............................................. 4
Consolidated Balance Sheet (Unaudited).................................... 4
Consolidated Statements of Operation (Unaudited).......................... 5
Consolidated Statements of Cash Flow (Unaudited).......................... 6
Notes to Consolidated Financial Statements (Unaudited).................... 7
Item 2 - Management's Discussion and Analysis or Plan of Operation........ 10
Item 3 - Controls and Procedure........................................... 13
PART II- OTHER INFORMATION
Item 1 - Legal Proceedings................................................ 14
Item 2 - Unregistered Sales of Equity Securities and Use of
Proceeds......................................................... 14
Item 3 - Defaults Upon Senior Notes....................................... 14
Item 4 - Submission of Matters to a Vote of Security Holders.............. 14
Item 5 - Other Information................................................ 14
Item 6 - Exhibits......................................................... 14
SIGNATURES................................................................... 15
-2-
Exchange Rates
Except as otherwise indicated, all dollar amounts described in this Report are
expressed in United States (US) dollars.
Conversion Table
For ease of reference, the following conversion factors are provided:
========================== =================================
1 mile = 1.6093 kilometers 1 metric tonne = 2,204.6 pounds
-------------------------- ---------------------------------
1 foot = 0.305 meters 1 ounce (troy) = 31.1035 grams
-------------------------- ---------------------------------
1 acre = 0.4047 hectare 1 imperial gallon = 4.5546 liters
-------------------------- ---------------------------------
1 long ton = 2,240 pounds 1 liter = 1.057 U.S. quarts
========================== =================================
Forward Looking Statements
The Company desires to take advantage of the "safe harbor" provisions contained
in Section 27A of the Securities Act of 1933, as amended (the "1933 Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "1934
Act"),and is including this statement herein in order to do so:
From time to time, the Company's management or persons acting on the Company's
behalf may wish to make, either orally or in writing, forward-looking statements
(which may come within the meaning of Section 27A of the 1933 Act and Section
21E of the 1934 Act), to inform existing and potential security holders
regarding various matters including, without limitation, projections regarding
financial matters, timing regarding transfer of licenses and receipts of
government approvals, effects of regulation and completion of work programs.
Such forward-looking statements are generally accompanied by words such as
"estimate," "project," "predict," "believes," "expect," "anticipate," "goal" or
other words that convey the uncertainty of future events or outcomes.
Forward-looking statements by their nature are subject to certain risks,
uncertainties and assumptions and will be influenced by various factors. Should
one or more of these forecasts or underlying assumptions prove incorrect, actual
results could vary materially.
-3-
PART I - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS
Fischer-Watt Gold Company, Inc.
Consolidated Balance Sheet
October 31, 2005
(Unaudited)
ASSETS
Current assets:
Cash $ 8,779
Other current assets 5,712
------------
Total current assets $ 14,491
============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities:
Accounts payable $ 82,497
Notes payable - shareholders 305,000
Accounts payable and accrued expenses - shareholders 1,399,745
------------
Total current liabilities 1,787,242
------------
Stockholders' (deficit):
Preferred stock, non-voting, convertible,
$2 par value, 250,000 shares authorized,
none outstanding --
Common stock, $.001 par value, 200,000,000
shares authorized, 58,366,819 shares
issued and outstanding 58,367
Additional paid-in capital 15,952,159
Common stock subscriptions 58,480
Accumulated (deficit) (17,841,757)
------------
(1,772,751)
------------
$ 14,491
============
See the accompanying notes to the consolidated financial statements.
-4-
Fischer-Watt Gold Company, Inc.
Consolidated Statements of Operations
Three Months and Nine Months Ended October 31, 2005 and 2004
(Unaudited)
Three Months Nine Months
------------------------------- -------------------------------
2005 2004 2005 2004
------------ ------------ ------------ ------------
Revenue $ -- $ -- $ 43,954 $ --
------------ ------------ ------------ ------------
Costs and expenses:
Cost of sales -- -- 50,000 --
Exploration -- 4,325 11,739 60,745
Stock compensation-general and administrative -- -- 43,750 --
General and administrative 31,530 122,995 151,954 304,476
------------ ------------ ------------ ------------
31,530 127,320 257,443 365,221
------------ ------------ ------------ ------------
(Loss) from operations (31,530) (127,320) (213,489) (365,221)
------------ ------------ ------------ ------------
Other (income) and expense
Gain on the write off of accounts payable -- -- -- (67,235)
Interest expense 4,530 1,375 17,455 4,125
------------ ------------ ------------ ------------
4,530 1,375 17,455 (63,110)
------------ ------------ ------------ ------------
Net (loss) $ (36,060) $ (128,695) $ (230,944) $ (302,111)
============ ============ ============ ============
Per share information - basic and fully diluted
Net (loss) per share $ (0.00) $ (0.00) $ (0.00) $ (0.01)
============ ============ ============ ============
Weighted average shares outstanding 57,566,819 52,649,111 56,486,518 52,370,586
============ ============ ============ ============
See the accompanying notes to the consolidated financial statements.
-5-
Fischer-Watt Gold Company, Inc.
Consolidated Statements of Cash Flows
Nine Months Ended October 31, 2005 and 2004
(Unaudited)
2005 2004
---------- ----------
Cash flows from operating activities:
Net cash (used in) operating activities $ (65,392) $(202,679)
--------- ---------
Cash flows from investing activities:
Net cash provided by (used in) investing activities -- --
--------- ---------
Cash flows from financing activities:
Advances, (repayments) of related party
notes, net 19,500 --
Proceeds in sale of common stock 53,750 --
--------- ---------
Net cash provided by financing activities 73,250 184,971
--------- ---------
Increase (decrease) in cash and cash equivalents 7,858 (17,708)
Cash and cash equivalents, beginning of period 921 20,942
--------- ---------
Cash and cash equivalents, end of period $ 8,779 $ 3,234
========= =========
See the accompanying notes to the consolidated financial statements.
-6-
FISCHER WATT GOLD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2005
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The financial statements have been prepared in accordance with generally
accepted accounting principles for the interim financial information with the
instructions to Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of the Company's management, all adjustments (consisting of only normal
accruals) considered necessary for a fair presentation have been included.
For further information refer to the financial statements and notes thereto
included in the Company's Annual Report on Form 10KSB for the year ended January
31, 2005.
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has suffered material
recurring losses from operations since inception. At October 31, 2005, the
Company had an accumulated deficit of $17,841,757. In addition, the Company has
working capital and stockholder deficits at October 31, 2005, of $1,772,751.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.
Continuation of the Company is dependent on achieving sufficiently profitable
operations and obtaining additional financing. Management has and is continuing
to raise additional capital from various sources. There can be no assurance that
the Company will be successful in raising additional capital in the future. The
financial statements do not include any adjustment relating to the
recoverability and classification of assets and liabilities that might be
necessary should the Company be unable to continue as a going concern.
NOTE 2 - MINERAL PROPERTIES
La Balsa The Company holds a 65% interest in Minera Montoro ("Montoro") which in
turn has a 100% interest in mining concessions located in the state of
Michoacan, Mexico, known as the La Balsa property, Mr. Jorge E. Ordonez and his
associates ("Ordonez") own the remaining 35% of Montoro. The Company has agreed,
subject to the availability of funding, to fund the planning, exploration and
development costs, if any, of La Balsa through loans to Montoro to be repaid
from cash flow, if any, generated by the La Balsa property. If the Company is in
default of funding required for the La Balsa property for 90 days subsequent to
notice by Ordonez, the Company would lose its interest in La Balsa. Mr. Ordonez
was formerly a director of the Company who submitted his resignation on October
4, 2005.
-7-
FISCHER WATT GOLD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2005
(Unaudited)
In December 2004, the Company entered into a Memorandum of Understanding and
Binding Agreement (the "MOU") with Ordonez and The Astra Ventures, Inc., a Rhode
Island corporation ("Astra"). Astra, in turn, is owned by Mr. James Seed, a
director of the Company. As set forth in the MOU, Astra has been receiving a
Joint Venture interest in the La Balsa project from the interest of the Company
at the rate of 1% per $40,000 loaned to the Company. The loans also require
repayment from operating cash flow, if any, and bear interest at 5% per annum. .
To date, Astra has funded loans of approximately $864,028, resulting in its
owning 21.6% of the La Balsa project at October 31, 2005. Therefore, at that
date the Company's net ownership interest in La Balsa is approximately 43.4%. On
December 5, 2005, the Company agreed to enter into an agreement whereby Astra
will relinquish its interest in La Balsa in return for repayment of its loans of
approximately $865,000 plus the granting of options to Mr. Seed. See Note 5 -
Subsequent Events.
On June 1, 2005, the Company issued a release advising of financing with Nexvu
Capital Corp of Vancouver BC Canada wherein Nexvu will provide all necessary
capital to put the La Balsa property into production and the Company will
receive a carried interest in the oxide portion of the ore body and a royalty
interest in the sulfide portion of the property. On December 5, 2005, the
Company announced an agreement with Nexvu wherein Nexvu will acquire the entire
65% interest held by the Company in Montoro. See Note 5 - Subsequent Events.
El Limon
On November 21, 2000, the Company entered into an Agreement to sell the assets
of it El Limon mine and certain other properties located in the country of
Colombia to "Grupo de Bullet." As consideration the Company would receive up to
US$3.7 million in the form of a production royalty if and when the El Limon mine
becomes a producing property. Given the uncertainty of realization, the Company
has assigned no value to this production royalty.
NOTE 3 - COMMON STOCK
Effective June 30, 2005, the Company issued to a Mr. Seed, a director and then
chairman of the Company, 875,000 restricted shares valued at their fair market
value of $0.05 per share for aggregate $43,750 as consideration for services
rendered on behalf of the Company. The expense for this stock grant was recorded
during the quarter ended July 31, 2005.
During the three months ended April 30, 2005, the Company issued a third party
1,442,308 restricted shares of common stock at approximately $0.104 per share
($149,971), which were subscribed for in the prior year. In addition, the
Company issued 375,000 restricted shares of common stock for warrants exercised
in previous periods. The Company also issued 505,400 shares of common stock as
payment to a director for services rendered valued at their fair market value of
$17,000 or $0.034 per share.
-8-
FISCHER WATT GOLD COMPANY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
October 31, 2005
(Unaudited)
NOTE 4 - RELATED PARTY TRANSACTIONS
As discussed in note 3 above, Mr. Seed, who owns approximately 27.8% of the
outstanding shares of the Company at October 31, 2005, is receiving an economic
interest in the La Balsa project in return for funding the Company. In addition,
effective June 30, 2005, Mr. Seed was issued 875,000 restricted shares of the
Company valued at $43,750 related to his services on behalf of the Company.
The Company has promissory notes with certain of its directors and/or officers
who have been providing critical funding necessary for business purposes. These
notes are unsecured but interest bearing at 5% for $205,000 and prime plus 2%
for $100,000. The following balances are outstanding under such notes as of
October 31, 2005:
Mr. Seed and the James Michael Seed Trust $ 275,000
Mr. Peter Bojtos 30,000
----------
$ 305,000
==========
In addition, the Company owes certain current and former executive officers,
employees, and directors salary and expenses reimbursement which amounts are
non-interest bearing. The balance owed as of October 31, 2005 is $1,399,745.
In October 2005, two directors, as holders of options for 1,000,000 common
shares, advised that they would be exercising these options. The proceeds of
$10,000 were received prior to October 31, 2005.
NOTE 5 - SUBSEQUENT EVENTS
On December 5, 2005 the Company signed a Letter of Agreement with Nexvu Capital
Corporation wherein Nexvu has agreed to acquire the Company's 65% interest in
the La Balsa for a total consideration of $2,235,000. In addition, Nexvu has
agreed that the Company will get a 1% NSR royalty on the porphyry portion of the
property. Nexvu will have the option of purchasing 50% of the 1% NSR royalty by
paying to the Company $1,000,000. If after seven years, the property has not
gone into production, the Company can demand that Nexvu purchase the 50% of 1%
NSR for $1,000,000. Payment of the $2,235,000 will be completed by April 30,
2007. Payments are scheduled to be $50,000 by January 15, 2006, $695,000 by
April 30, 2006, $745,000 by October 31, 2006 and $745,000 by April 30, 2007.
There can be no assurance that the scheduled payments will be received by the
Company.
On December 13th, 2005, the Company accepted a private placement subscription of
$100,000 from an overseas institutional investor who purchased 2,000,000 units
at $0.05 per unit. Each unit is comprised of one share of the Company's common
stock and one share purchase warrant entitling the holder to purchase one
additional common share of the Company at a price of US$0.10 up until 4PM
Mountain Time, January 15, 2008. However, if the common shares of the Company
trade at or over an average price of US$0.15 per share for a 20 day continuous
period, the average price being weighted by the number of shares traded, then,
upon written notice to the holder by the Company, the holder shall be required
to exercise the warrants within 30 days of the date of that notice, after which
the warrants will expire.
-9-
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview
- --------
The following outlines results to date in the current fiscal year and outlines
our plan of operation for the foreseeable future. It also analyzes our financial
condition at October 31, 2005 and compares that condition to our financial
condition at year-end January 31, 2005. Finally, the discussion summarizes the
results of our operations for the three and nine month periods ended October 31,
2005 and compares those results to the three and nine month periods ended July
31, 2004. This information should be read in conjunction with the other
financial information and reports filed with the Securities and Exchange
Commission ("SEC"), especially our Annual Report on Form 10-KSB for the year
ended January 31, 2005.
As of October 31, 2005, the Company controls only one mining property, the La
Balsa property, located in Mexico, through a 65% equity interest in Minera
Montoro S.A de C.V.(Montoro), which in turn has a 100% interest in the La Balsa
property. Under a memorandum of understanding entered into in December 2004
("MOU") with Jorge E. Ordonez, a former director of the Company, and The Astra
Ventures, Inc ("Astra"), a company with Mr. Seed as president, who is also a
director of the Company, has an agreement wherein he receives an interest in the
project at the rate of 1% per $40,000 loaned. Under the terms of the loan
agreement, the loans require repayment from operating cash flow, if any, and
bear interest at 5% per annum. Through October 31, 2005, Astra has funded loans
of $864,028, which translates into a 21.6% interest in La Balsa project at
October 31, 2005. This effectively reduced the Company's interest in La Balsa to
43.4% at October 31, 2005.
On December 5, 2005, the Company and Astra executed a resolution wherein Astra
agreed to relinquish its 21.6% interest in the La Balsa project. Under terms of
the agreement, the Company has agreed to repay Astra the loans it has advanced
to date of $864,028, in three equal installments. Each installment of $288,000
will come from advances made to the Company by Nexvu Capital Corporation as part
of their financing commitment to the Company.
As further consideration, Astra will also receive stock options in the Company
as follows:
Series #1 - being an option to acquire 4,000,000 common shares at $0.30 per
share. This option will be exercisable for a period of five (5) years.
Series #2 - being an option to acquire an additional 4,000,000 common shares at
$0.40 per share. This option will be exercisable for a period of seven (7)
years.
Series #3 - being an option to acquire an additional 2,000,000 common shares at
$0.60 per share. This option will be exercisable for a period of ten (10) years.
Plan of Operation
- -----------------
The Company's plan of operation for 2005 was to obtain financing necessary to
advance the La Balsa property to production and finance corporate overhead. On
June 1, 2005, the Company announced that arrangements had been completed for
financing on the La Balsa property with Nexvu Capital Corporation of Vancouver
Canada wherein Nexvu will provide all necessary capital to put the property into
production and the Company will receive a carried interest in the oxide portion
of the ore body and a royalty interest in the sulfide portion of the property.
In addition to the La Balsa project, Nexvu will also provide up to $2,000,000 of
financing by way of convertible debentures to enable the Company to continue its
exploration activities in Latin America.
-10-
Liquidity and Capital Resources
- -------------------------------
As of October 31, 2005, the Company had a working capital deficit of
$(1,772,751) comprised of current assets of $14,491 and current liabilities of
$1,787,242, including $1,704,745 owed to related parties. The working capital
deficit at January 31, 2005 was $1,595,557. This represents an increase in the
working capital deficit of $187,194 for the nine months ended October 31, 2005.
Neither the Demand Notes nor the accrued expenses due to related parties have
specific terms of repayment. In addition to the Nexvu agreement, management of
the Company recognizes that the Company does not currently have sufficient funds
to sustain its operations but it continues to seek other appropriate financing,
either in equity or debt format, but there is no assurance said financing is
available or will be obtained.
Results of Operations
- ---------------------
For the nine months ended October 31, 2005, the Company recorded a net loss of
$(230,944), compared to a net loss for the corresponding period in 2004 of
$(302,111).
The Company has reduced general and administrative costs to $151,954 compared to
$304,476 in the previous year. Interest charges of $17,455 have been accrued on
the debt to related parties outstanding compared to $4,125 in the previous year.
The Company incurred stock compensation expense of $43,750 and $0 in the nine
months ended October 31, 2005 and 2004, respectively.
General and administrative expenses for the three-month period ended October 31,
2005 were down significantly to $31,530 compared to $122,995 as the Company
concentrated on financial requirements for La Balsa, and carefully controlled
its overhead. There were no exploration activities in the three months ended
October 31, 2005 and only $11,739 for the nine months ended October 31, 2005.
La Balsa Project
- ----------------
The Company, through its 65% ownership in Montoro, owns 100% of the La Balsa
copper property in the state of Michoacan, Mexico. On June 1, 2005 Fischer-Watt
entered into a Letter of Intent with Nexvu Capital Corp. of Vancouver ("Nexvu"),
B.C., Canada, for the development of the La Balsa.
On December 5, 2005, the Company entered into a Letter of Agreement with Nexvu
Capital Corporation wherein Nexvu agreed to acquire the entire 65% interest in
Montoro held by the Company for a total consideration of $2,235,000. The
Agreement calls for payments as follows:
On or before January 15, 2006 - the sum of $50,000. April 30, 2006 - the sum of
$695,000. October 31, 2006 - the sum of $745,000. April 30, 2007 - the sum of
$745,000.
The foregoing payments total $2,235,000 and Nexvu will acquire the entire 65%
position held in Montoro by the Company.
In addition to the above stated payments, the Company will also acquire a 1% NSR
royalty on the porphyry portion of the property. Nexvu retains an option to
acquire 50% of the 1% NSR royalty for $1,000,000. If the property is not in
production in seven (7) years, Nexvu will be obligated to acquire the 50% of the
1% NSR royalty for $1,000,000.
Commitments and Contingencies
- -----------------------------
Management is not aware of any legal action against the Company.
-11-
Foreign Currency Exchange
- -------------------------
The Company accounts for foreign currency translation in accordance with the
provisions of Statement of Financial Accounting Standards No. 52, "Foreign
Currency Translation" ("SFAS No.52"). The assets and liabilities of foreign
operations are translated at the rate of exchange in effect at the balance sheet
date. Income and expenses are translated using the weighted average rates of
exchange prevailing during the period. The related translation adjustments are
reflected in the accumulated translation adjustment section of shareholders'
equity.
Going Concern Consideration
- ---------------------------
As the independent certified public accountants have indicated in their report
on the financial statements for the year ended January 31, 2005, and as shown in
the unaudited interim financial statements for the period ended October 31,
2005, the Company has experienced significant operating losses that have
resulted in an accumulated deficit of $17,841,757 at October 31, 2005. These
conditions raise doubt about the Company's ability to continue as a going
concern.
The ability of the Company to achieve its operating goals and thus positive cash
flows from operations is dependent upon the future market price of gold, future
capital raising efforts, and the ability to achieve future operating
efficiencies anticipated with increased production levels. Management's plans
will require additional financing, reduced exploration activity, or disposition
of or joint ventures with respect to mineral properties. While the Company has
been successful in these capital-raising endeavors in the past, there can be no
assurance that its future efforts, and anticipated operating improvements will
be successful. The Company does not currently have adequate capital to continue
its contemplated business plan beyond 2005 The Company is presently
investigating all of the alternatives identified above to meet its short-term
liquidity needs. The Company believes that it can arrange a transaction or
transactions to meet its short-term liquidity needs, however there can be no
assurance that any such transactions will be concluded or that if concluded they
will be on terms favorable to the Company.
Cautionary Note Regarding Forward-Looking Statements
- ----------------------------------------------------
This Form 10-QSB contains or incorporates by reference "forward-looking
statements," as that term is used in federal securities laws, about our
financial condition, results of operations and business. These statements
include, among others:
- - statements concerning the benefits that we expect will result from our
business activities and certain transactions that we contemplate or have
completed, such as increased revenues, decreased expenses and avoided expenses
and expenditures; and
- - statements of our expectations, beliefs, future plans and strategies,
anticipated developments and other matters that are not historical facts.
These statements may be made expressly in this document or may be incorporated
by reference to other documents that we will file with the SEC. You can find
many of these statements by looking for words such as "believes," "expects,"
"anticipates," "estimates" or similar expressions used in this report or
incorporated by reference in this report.
These forward-looking statements are subject to numerous assumptions, risks and
uncertainties that may cause our actual results to be materially different from
any future results expressed or implied by us in those statements. Because the
statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied. We caution you not to put undue
reliance on these statements, which speak only as of the date of this report.
Further, the information contained in this document or incorporated herein by
reference is a statement of our present intention and is based on present facts
and assumptions, and may change at any time and without notice, based on changes
in such facts or assumptions.
-12-
Risk Factors Impacting Forward-Looking Statements
- -------------------------------------------------
The important factors that could prevent us from achieving our stated goals and
objectives include, but are not limited to, those set forth in our other reports
filed with the SEC and the following:
The worldwide economic situation;
o Any change in interest rates or inflation;
o Foreign government changes to laws or regulations related to Company
activities;
o The willingness and ability of third parties to honor their contractual
commitments;
o 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;
o 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
o 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 3. CONTROLS AND PROCEDURES
The Company maintains disclosure controls and procedures that are aimed to
provide the information required to be disclosed in the Company's Exchange Act
reports and they be recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure based closely on the definition of
"disclosure controls and procedures" in Rule 13a-14(c). The Company's disclosure
controls and procedures are designed to provide a reasonable level of assurance
of reaching the Company's desired disclosure control objectives. In designing
and evaluating the disclosure controls and procedures, management recognized
that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. The Company's
certifying officer has concluded that the Company's disclosure controls and
procedures are effective in reaching that level of assurance.
Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer of the effectiveness
of the design and operation of the Company's disclosure controls and procedures.
Based on the foregoing, the Company's Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures were effective.
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect the internal controls subsequent
to the date the Company completed its evaluation.
-13-
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
None
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Effective June 30, 2005, the Company issued 875,000 shares to a director as
consideration for services with a fair market value of $43,750. In October
2005, the Company issued 400,000 restricted common shares of its stock for a
total consideration of $20,000 for payment of a stock subscription.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
None
Item 6. EXHIBITS.
Exhibit No. Document
- ----------- --------
31 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 for Peter Bojtos.
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 for Peter Bojtos.
-14-
SIGNATURES
In accordance the requirements 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.
Dated: December 20, 2005 By: /s/ Peter Bojtos
------------------------------------------
Peter Bojtos, Chairman of the Board,
President, and Chief Financial Officer.
-15-