UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): _X_ Form 10-K and Form 10-KSB ___ Form 20-F ___
Form 11-K ___ Form 10-Q and Form 10-QSB ___ Form N-SAR
For Period Ended: January 31, 1996
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___ Transition Report on Form 10-K
___ Transition Report on Form 20-F
___ Transition Report on Form 11-F
___ Transition Report on Form 10-Q
___ Transition Report on Form N-SAR
For the Transition period Ended:__________________________
If the notification relates to a portion of the filing checked
above, identify the item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant
Fischer-Watt Gold Company, Inc.
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Address of Principal Executive Office (Street and Number)
1410 Cherrywood Drive
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City, State and Zip Code
Coeur d'Alene, ID 83814
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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;
(b) The subject annual report, semi-annual report, transition report
- - on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion
X 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 Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portions
thereof, could not be filed within the prescribed time period.
The Registrant acquired, effective August 24, 1995, directly and indirectly,
99.99% of the issued and outstanding shares of Compania Minera Oronorte S. A.,
a gold mining company located in Colombia in exchange for its equity
interests in Compania Minerales de Copan S. A. de C.V., a Honduran corporation
("Copan"). On January 5, 1996, the Registrant's certifying accountant
resigned and a new certifying accountant was engaged on March 29, 1996. On
January 29, 1996, the Registrant acquired Great Basin Management Co., Inc.
Audited financial statements are not yet available from the Registrant's
certifying accountant. As a result of all these factors, the Form 10-KSB
could not be filed with the prescribed time period. On April 15, 1996,
the Registrant hired a new Chief Financial Officer.
Exhibits
Item 601 Code Exhibit
1 16 Letter of BDO Seidman, LLP dated May 1, 1996 stating why
the audit is not available
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michele D. Wood 208 664-6757
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(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? ___ Yes _X_ No If answer is no, identify report(s).
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.
(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 changes, both
narratively and quantitatively, and if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
See Attached Narrative
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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 undesigned
hereunto duly authorized.
DATE: April 30, 1996 BY: /s/ George Beattie
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George Beattie, President
Narrative for Part IV - item (3)
Form 12b-25
The Registrant is unable to accurately determine consolidated net income for
the year ended January 31, 1996 due to the need for resolution of certain
accounting issues related to the Registrant's acquisitions during such fiscal
year. The Registrant's certifying accountant and Chief Financial Officer are
working on resolution of these issues. Net income for the year ended
January 31, 1995 was $135,000 or $0.01 per share.
BDO Seidman, LLP
Accountants and Consultants
900 Seafirst Financial Center
601 West Riverside Avenue
Spokane, Washington 99201-0611
Telephone: (509) 747-8095
Fax: (509) 747-0415
Securities and Exchange Commission April 30, 1996
450 Fifth Street, N. S.
Washington, D. C. 20549
Gentlemen:
This letter is written in response to the requirement of Rule 12b-25(c)
under the Securities Exchange Act of 1934 and in satisfaction of item (c) of
Part II of Form 12b-25.
We are the independent auditors of Fischer-Watt Gold Company, Inc.
("the Registrant"). The Registrant has stated in Part III of its filing on
Form 12b-25 that it is unable to timely file, without unreasonable effort or
expense, its Annual Report on Form 10-KSB for the year ended January 31, 1996,
because our Firm has not yet completed our audit of the financial statements
of the Registrant for the year ended January 31, 1996 and is therefore unable
to furnish the required opinion on such financial statements.
We hereby advise you that we have read the statements made by the Registrant
in Part III of its filing on Form 12b-25 and agree with the statements made
therein. We are unable to complete our audit of the Registrant's financial
statements and furnish the required opinion for a timely filing as we are
still in the process of obtaining and analyzing evidential matter pertaining
to two recent business acquisitions made by the Registrant. Therefore, we
have not yet had sufficient time to complete the auditing procedures which
we consider necessary in these circumstances.
Very truly yours
/s/ BDO Seidman, LLP
