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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION -----------------------------
Washington, D.C. 20549 OMB Number: 3235-0058
Expires: May 31, 1997
Estimated average burden
FORM 12b-25 hours per response ..... 2.50
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NOTIFICATION OF LATE FILING SEC FILE NUMBER
000-17386
(Check One): -----------------------------
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[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR CUSIP NUMBER
337730-10-5
For Period Ended: January 31, 1997 -----------------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _______________________________________________________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Fischer-Watt Gold Company, Inc.
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Full Name of Registrant
N/A
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Former Name if Applicable
1621 North 3rd Street, Suite 1000
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Address of Principal Executive Office (Street and Number)
Coeur d'lene, ID 83814
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable
| effort or expense;
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[X] | (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR,
| or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the
| subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth
| calendar day following the prescribed due date; and
|
| (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
The Registrant is unable to file in a timely manner given the incomplete status of the audit of the Colombian subsidiary
which prevents the completion of the consolidated audit, consolidation accounting, and related narrative portion of the Form
10-KSB.
SEC 1344 (6/94)
PART IV--OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this notification
Michele D. Wood (208) 664-6757
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of
1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [ ] Yes [X] No
a. Form 8 K/A due January 5, 1996 has not been filed.
b. Form 8 K/A due April 15, 1996 has not been filed.
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(3) Is it anticipated that any significant change in results of operations from the corresponding period
for the last fiscal year will be reflected by the earnings statements to be included in the subject
report or portion thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
The Registrant anticipates that a significant change in results of operations from the corresponding period for the last
fiscal year will be reflected in the current earnings statements based on the following:
1) The current year reflects twelve months of operations of the Colombian subsidiary compared to four
months of operation reported during the prior year.
2) The current year reflects twelve months of operations of the U.S. subsidiary compared to zero months of
operations reported during the prior year.
3) The results of operation for the prior year reported a gain on sale of mineral interests of $1,528,000, and a
gain on sale of trading securities of $206,000.
4) Selling, general and administrative expenses will increase as a result of the increased levels of activity
associated with the two acquisitions in the prior year, as well as, the infusion of working capital via a private
placement in March 1996.
5) Interest income will increase as a result of the infusion of working capital via private placement in March
1996.
6) The tax provision will increase as a result of increased levels of activity related to the Colombian acquisition,
partly offset by a decrease in the domestic tax provision attributed to the prior year gain on sale of trading
securities.
The quantitative explanations of the anticipated change cannot be made at this time as the consolidated information is not
yet available.
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Fischer-Watt Gold Company, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date May 1, 1997 By /s/ Michele D. Wood
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Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The
name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf
of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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