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Fischer Watt Gold Co Inc · 10KSB · For 1/31/02

Filed On 4/9/02 · SEC File 0-17386 · Accession Number 931731-2-143

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 4/09/02  Fischer Watt Gold Co Inc          10KSB       1/31/02    1:36                                     Franco Madeleine/FA

Annual Report -- Small Business · Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB       Fischer-Watt 10-Ksb                                   36    177K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Certain Relationships and Related Transactions Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Description of Property DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT Executive Compensation Exhibits and Reports on Form 8-K Financial Statements Foreign Currency Translation Legal Proceedings Management's Discussion and Analysis Market for Common Stock and Related Stockholder Matters Security Ownership of Certain Beneficial Owners and Management Selected Financial Data Submission of Matters to A Vote of Security Holders
1	1st Page
6	Item 2. Description of Property
10	Item 3. Legal Proceedings
11	Item 4. Submission of Matters to A Vote of Security Holders
"	Item 5. Market for Common Stock and Related Stockholder Matters
"	Item 6. Selected Financial Data
"	Item 7. Management's Discussion and Analysis
13	Item 8. Financial Statements
14	Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
"	Item 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
16	Item 11. Executive Compensation
17	Item 12. Security Ownership of Certain Beneficial Owners and Management
19	Item 13. Certain Relationships and Related Transactions
"	Item 14. Exhibits and Reports on Form 8-K
29	Foreign Currency Translation

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U. S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 FORM 10-KSB
 -----------

(Mark One)                                                                      
[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
OF 1934 [FEE REQUIRED]                                        

For the fiscal year ended January 31, 2002

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) of THE SECURITIES  EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]                                 

For the Transition period from        to                                        
----      ----    
Commission file number 0-17386                                                  

 FISCHER-WATT GOLD COMPANY, INC.
 -------------------------------
(Name of small business issuer in its Charter)

Nevada                                    88-0227654        
------                                    ----------        
(State or other  jurisdiction            (IRS Employer Identification No.)      
of  incorporation  or  organization                                             

1410 Cherrywood Drive                                         
Coeur d'Alene, Idaho                                  83814   
--------------------                                  -----   
(Address of principal executive offices)                    (Zip Code)          

(Issuer's telephone number, including area code) 208-664-6757                   

Securities registered under Section 12(b) of the Exchange Act:  NONE            

Securities registered under Section 12(g) of the Exchange Act:                  
          Common Stock, $0.001 Par Value
          ------------------------------
      (Title of Class)

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 [  ] No [ X ]     

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [  ]                                             

The issuer's revenues for its most recent fiscal year were 0                    

The  aggregate  market  value of the voting stock held by  non-affiliates  as of
March 15, 2002 (using the average of the Bid and Asked prices) was $1,332,000   

The number of Shares of Common Stock,  $.001 par value,  outstanding  on January
31, 2002 was 46,223,384.                                                        

Documents Incorporated by Reference into this Report:  Yes                      

Transitional Small Business Disclosure Format (check one) Yes [  ]   No [ X ]   

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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
(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.                                                  

PART 1
Item 1. DESCRIPTION OF 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.                                                                      

During the fiscal  year ending  January  31,  2002,  the  Company  completed  no
material acquisitions.                                                          

Prior to and during  fiscal  year 1999,  the  Company's  only  producing  metals
property  was the El Limon Mine in the  Oronorte  district  in  Colombia,  South
America. On November 21, 2000, The Company entered into an agreement to sell its
Compania Minera Oronorte, S. A., subsidiary, which included the assets of its El

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Limon mine and certain other properties to "Grupo de Bullet" (Bullet). Bullet is
a  privately  held  Colombian  Company  that  is  principally   engaged  in  the
development and operation of mineral properties in the country. In consideration
of this  agreement the Company will receive $US3.7 million which will be paid as
a production royalty. Fischer Watt's decision to withdraw from Colombia resulted
from the continued political instability in that country.                       

The  Company had no revenue for the year.  General and  administrative  expenses
were $439,794 and exploration  expenses were $184,758.  The exploration expenses
were all related to acquisition of the La Balsa copper property in Mexico.      

Operations                                                                      
----------                                                                      
With the sale of  Oronorte  the Company had no cash  generating  operations.  In
August 2000, the Company  acquired the La Balsa copper property in Mexico.  This
property has the potential of developing into a profitable copper mine producing
SX/EW copper.  See Item 2 - Description of Properties for a detailed  discussion
of this project.  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 the mid part of  calendar  year  2002.  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 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.                                                    

Exploration Programs and Financing                                              
----------------------------------                                              
The Company  intends to  continue  its  exploration  program in Mexico and other
countries.  It is not known if the expenditures to be made by the Company on its
mineral  properties will result in discoveries of commercial  quantities of ore.
If the  Company's  efforts are not  successful  at  individual  properties,  the
expenditures at those properties will be written off.                           

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.  Licences  and permits are  required to conduct
exploration and mining operations.  There is no assurance that such permits will
be granted.  Amendment 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.                                

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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, odour, 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 depending 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.
Future   legislation   may   significantly   emphasise  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  granted  by  the  appropriate
authorities.  In most cases the concession 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's  present   activities  are  in  Mexico.  As  with  all  types  of
international  business operations,  currency  fluctuations,  exchange controls,
restrictions on foreign investment, changes to tax regimes, political action and
political instability could impair the value of the Company's investments.      

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

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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 judgement 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.   

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 mechanised  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.  Risk of  loss  by  theft  by  employees  is
relatively high and a high degree of security is required to mitigate such loss.
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.                                               

Calculation of Reserves and Mineral Recovery                                    

There is a degree of uncertainty  attributable  to the  calculation of reserves,
resources  and   corresponding   grades  being  mined  or  dedicated  to  future
production.  Until reserves or resources are actually  mined and processed,  the
quantity of reserves or  resources  and grades must be  considered  as estimates
only. Whether a mineral deposit will be commercially  viable depends on a number
of factors,  some of which are the particular attributes of the deposit, such as
the deposit's size,  quality,  proximity to  infrastructure,  financing cost and
government  regulations.  Any  material  change  in the  quantity  of  reserves,
resource   grade,   stripping  ratio  or  selling  prices  may  render  reserves
uneconomic,  require a  restatement  of ore  reserves  and affect  the  economic
viability of the  Company's  properties.  Canadian  National  Instrument  43-101
guides the company in the determination of reserves. Short term factors relating
to the ore reserves,  such as the need for orderly  development of ore bodies or
the processing of variable ore grades, or other operational problems, may impair
the profitability of a mine.                                                    

Currency Fluctuations and Foreign Exchange                                      

The Company  uses the United  States (US) dollar as its  currency of display and
measurement. The majority of its transactions are denominated in US dollars. The
value of the Mexican  Peso,  as reflected  in the  exchange  rate against the US
dollar,  has continued to fluctuate but has shown signs of stability as a result
of the election of a new President.                                             

Taxation Risks                                                                  

The tax risks of  investing  in Mexico and other Latin  American  countries  are
substantial.   Tax   legislation   is   evolving   and  is  subject  to  varying
interpretations,  frequent changes and inconsistent  enforcement at the federal,
regional  and local  levels.  Taxes  payable by Mexican  companies  to  federal,
regional and local  budgets are high and include  corporate  profits  tax,  IVA,
payments for subsoil use,  assets tax,  excise tax,  road fund taxes,  transport
taxes and payroll taxes.  Changes to taxation rates may have a material  adverse
impact on the Company.                                                          

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Item 2.  DESCRIPTION OF PROPERTY                                                

SUMMARY                                                                         
-------                                                                         
The following is a description of the Company's mineral properties.  The Company
holds interests in mineral  properties  located in the United States and Mexico.
The Company's interest in the properties varies on a property-by-property basis.

COLOMBIAN PROPERTIES                                                            
--------------------                                                            
On November 21, 2000, The Company entered into an agreement to sell its Compania
Minera Oronorte,  S. A.,  subsidiary,  which included the assets of its El Limon
mine and certain other properties to "Grupo de Bullet". In consideration of this
agreement  the  Company  will  receive  $US3.7  million  which will be paid as a
production  royalty.  Bullet  assumed  the  existing  liabilities.  There  is no
assurance  that Bullet  will be  successful  in its  attempt to raise  operating
capital  or return  the El Limon  mine to  profitability.  For this  reason  the
receivable is considered to be of no value. The continued political  instability
in Colombia resulted in the decision to withdraw from the country.              

MEXICAN PROPERTY                                                                
----------------                                                                

Minera Montoro Properties                                                       
-------------------------                                                       

During 1989,  Fischer-Watt  acquired a 49% interest in Minera Montoro S.A. de C.
V.  ("Montoro"),  a corporation  duly  incorporated in and authorized to conduct
business  in Mexico.  During the fiscal  year ended  January  31,  1996 that was
increased to 50%.  Effective July 1996, the Company's  interest was increased to
65%.                                                                            

In  August  2000,   Montoro   obtained  five   contiguous   mining   concessions
approximately  15 km east of Lazaro  Cardenas,  Michoacan.  The  concessions are
referred to as "La Balsa" or "Balsa".  The  concessions  have been expanded from
600 hectares to  approximately  1000 hectares.  The concessions were obtained as
the result of a public  auction  conducted by  Secretaria  de Comercio y Fomento
Industrial (SECOFI). The concessions primarily contain copper mineralization.   

History, Location, Accessibility                                                
--------------------------------                                                
The Balsa copper deposit is located in the state of Michoacan,  Mexico, near the
port city of Lazaro Cardenas.  It is logistically well located and accessibility
is excellent.  Copper mineralization was discovered on the property by ASARCO in
the 1950's.  Since then, several companies,  including the Mexican subsidiary of
Cyprus AMAX Mineral  Company  (Minera  Cuicuilco),  have  controlled the mineral
rights.  The  property  did not meet  Cyprus'  criteria  because of size and the
property was idle for several years.                                            

Infrastructure                                                                  
--------------                                                                  
The property is located near the port city of Lazaro  Cardenas,  Michoacan.  The
area infrastructure is excellent.  The city has approximately  300,000 residents
and is the home of two steel  manufacturing  facilities,  some steel fabricating
plants,  and a deep-water port. The port has both container and bulk commodities
capabilities.  A large fertilizer manufacturing plant (Fertinal) is also located
in the port area.  The area is served by the TFM railroad,  which passes through
the property,  and Federal  Highway 37.  Electricity  is available from a nearby
coal  fired  generating  facility  and a  hydroelectric  plant  located  at Lake
Morelos.  Lake  Morelos is a man made lake  created by the damming of Rio Balsa.
Water is  available  from Lake  Morelos.  The  property  is  accessed by a state
maintained  dirt road that  serves  the  communities  of San Rafael and El Reno.
Approximate distances are shown below.                                          

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Item                      Distance          Item             Distance   
----                      --------          ----             --------   
Electrical Line           500 m             Phone Line       200 m      
Airport                   12 km             Port             20 km      
Main Road                 150 m             Lazaro Cardenas  15 km      
Lake                      1 km                                          

Geology                                                                         
-------                                                                         

The La  Balsa  property  is in a region  of  predominantly  metasedimentary  and
metavolcanic  rocks of Precambrian and Paleozoic ages. This metamorphic  complex
is overlain by rocks of Cretaceous age, which include  limestone,  sandstone and
shales. Locally, volcanic rocks are interbedded with the sedimentary rocks. This
sequence  of  rocks  is  intruded  by an  extensive  batholith  of  granitic  to
granodioritic composition. This igneous unit is estimated to be of Laramide age.

The  geology of the claim  area  appears to have  undergone  moderate  to strong
hydrothermal  alteration  and  weathering.  Argillization,   sericitization  and
silicification,  which are the resultants of hydrothermal  activity, are common.
No petrographic descriptions have been completed.                               

On the basis of the  abundance of clays and  oxidation,  the deposit was divided
into three major  alteration  and  mineralization  zones:  1) An  oxidized  zone
characterized  by the abundance of clay; 2) A rock oxide zone,  and 3) A sulfide
zone. The three rock types have significant  metallurgical  differences with the
copper recovery in the oxide zone being higher than from the sulfide.  The oxide
zones may be more extensive than original interpreted projections.              

The original copper  mineralization  in the deposit occurs as  chalcopyrite  and
bornite.  Most,  if not all,  of this type of  mineralization  is in the  quartz
monzonite and andesites.  In the oxide sectors of the deposit,  the oxide copper
mineralization occurs principally as malachite with minor amounts of chrysocolla
and  azurite.  These  oxide  copper  minerals  are most likely the result of the
oxidation of chalcocite.  Chalcocite is a secondary  copper mineral of supergene
origin.                                                                         

Drilling                                                                        
Several  mining  companies  have drilled the property since its discovery in the
1950's. The drilling history is summarized below.                               

                                                        [Enlarge/Download Table]


           Company     Year         No of Holes             Type                 Status  
           -------     ----         -----------             ----                 ------  
                                                                                         
ASARCO                 1950  Several shallow test holes  Percussion           Unavailable
St. Lucie Exploration  1969        Shallow Holes         Percussion           Unavailable
Minera Cuicuilco       1979              13              Core                 In database
Minera Cuicuilco       1987              35              Reverse Circulation             
Minera Cuicuilco       1989              28              Core                            
Montoro                2001              8               Core                            

Total                                    88                                              

Note:                                                                           
1.       Minera  Cuicuilco  is  the  Mexican   subsidiary  of  Cyprus  Minerals.
         Subsequent  to  the  drilling  Cyprus  merged  with  the  Phelps  Dodge
Corporation.                                                  

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2.       Reportedly,   work  was  done  on  the  property  by  the  Nevada  Star
         Corporation in 1995-96.  Efforts to obtain this  information  have been
unsuccessful.                                                 

The 88 drill holes that are in the database represent 3,234 meters of drilling. 

On  September  28,  2001 the  Company  began a drilling  program at the La Balsa
project. This program was initiated to confirm and expand the reserves,  provide
a better  understanding  of the geology,  and to provide material for additional
metallurgical  testing.  The drilling  consisted of 435 meters of core. The work
was  performed  by B.D.W.  Drilling,  Guadalajara,  Jalisco  and  supervised  by
Resource  Geosciences  de  Mexico,  Hermosillo,  Sonora.  The  samples  from the
drilling  were  analyzed in the  Vancouver,  B.C.  laboratory  of Bondar  Clegg.
Results  were very  favorable  with  selected  assays  in excess of 15%  copper.
Concurrent  with the drilling,  Seegmiller and  Associates,  an  internationally
recognized slope stability firm based in Salt Lake City, Utah, preformed various
rock mechanic  studies and slope  stability  analysis.  Aguayo and Associates of
Hermosillo,  Sonora,  performed  environmental  testing for potential  acid rock
drainage on representative samples.                                             

The La Balsa  project is rather  unusual  because,  although  it was  drilled by
several  companies since its discovery,  no drill core,  drill cuttings,  sample
rejects, pulps, etc. are known to survive.                                      

Metallurgy                                                                      
----------                                                                      
The previous owners had  metallurgical  testing done by Mountain States Research
of Tucson, AZ, Metcon Research of Tucson,  AZ, and the internal  laboratories of
Cyprus.  Metcon  completed  the most  extensive  study  and  concluded  that the
material is amenable  to heap  leaching  using  sulfuric  acid.  The results are
summarized below.                                                               

--------------------------------------------------------------        
       Metallurgical          Specific
Rock Type            Recovery              Gravity            
--------------------------------------------------------------        
Clay Oxide             79.3%                  2.44              
Rock Oxide             86.1%                  2.60              
Sulfide              51.8%                  2.86            

--------------------------------------------------------------        

Feasibility Study                                                               
-----------------                                                               
In October  2000 the  Company  retained K D  Engineering,  Tucson,  Arizona,  to
perform a pre-feasibility  study on the Balsa Project.  Simultaneously,  Mintec,
Inc., Tucson, Arizona, was retained to determine the ore reserves and complete a
mine design. K D Engineering subcontracted the geotechnical portion of the study
to the  Tucson  office  of  Golder  Associates.  The  pre-feasibility  study was
completed on January 4, 2001 and is summarized below.                           

Reserves                                                                        
----------------------------------------------------------------                

Class          Type           Tonne            %Cu                      
----------------------------------------------------------------                

Measured      Clay Oxide         556,447          0.998                         
Rock Oxide       2,081,640          0.878           
Sulphide         6,481,094          2.677           
      ---------          -----
Sub Total        9,119,181          2.164           

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Indicated     Clay Oxide         103,041          0.939                         
Rock Oxide       1,246,182          0.548           
Sulphide         2,147,934          0.206           
      ---------          -----
Sub Total        3,497,157          0.349           

Inferred      Clay Oxide           3,221          0.728                         
Rock Oxide         186,425          0.442           
Sulphide        11,684,788          0.154           
     ----------          -----
Sub Total       11,874,434          0.159           

Total         Clay Oxide         662,709          0.99                          
Rock Oxide       3,514,247          0.74            
Sulphide        20,313,816          0.96            
    ----------          ----
Total           24,490,772          0.93            
----------------------------------------------------------------                

----------------------------------------------------------------                
Class          Type           Tonne           Cu%                       
----------------------------------------------------------------                

Measured   Clay Oxide         659,488          0.989                      
And      Rock Oxide       3,327,822          0.754                    
Indicated   Sulphide         8,629,028          2.062                       
      ---------          -----
Sub Total       12,616,338          1.661           

----------------------------------------------------------------                

Total Tonne mined                   3.5 million (Proven & Probable only)        
Average Grade of Ore Mined          1.42% Cu                                    
Striping Ratio (Waste to Ore)       0.68:1                                      
Ton per day of refined copper       14                                          
Type of Copper Produced             Electrolytic                                
Total Capital Requirement           $10 million (Approximately)                 
Project Life                        7.5 years                                   
Cash Cost per Lb of Cu              $0.54                                       
Revenue @ $0.85 per Lb of Cu        $66 million                                 

Current Metallurgical Testing                                                   
-----------------------------                                                   

In  September  2001 the Company  retained  Mountain  States  Research of Tucson,
Arizona to perform  additional  metallurgical  testing.  This  testing is to: A.
Confirm the  recoveries  projected by previous  work,  B. Develop a process flow
sheet for use in a feasibility  study, and C. Project  processing  operating and
capital costs. This work is on-going with final results expected June 2002.     

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Ore Reserves and Mine Design                                                    
----------------------------                                                    
The  Company  has  retained  Mintec of  Tucson,  AZ to  integrate  the  recently
completed drilling into the ore body model,  recalculate reserves and update the
mine design. A structural  geologist has been retained to confirm the geological
interpretations.  This work is on-going and is projected  for  completion in the
2nd Quarter of 2002.                                                            

Plans for Balsa                                                                 
---------------                                                                 
The Company plans to complete a study suitable for financing (i.e.  Bankable) by
the third quarter of 2002.                                                      

Montoro is currently  undertaking  a continuous  review of  meritorious  Mexican
mineral properties and hopes to acquire  additional worthy properties;  however,
there can be no assurance that any properties will be acquired.                 

DOMESTIC PROPERTIES                                                             
-------------------                                                             
Annual  filing fees of $100 per claim are required to continue the  ownership of
any federal  unpatented  lode mining claim in the United  States.  An unpatented
lode  mining  claim  gives  the  owner  the right to mine the ore and to use its
surface for mining related activities. A patented mining claim conveys fee title
to the claimant (all surface and mineral rights).  The Company has no filing fee
obligations.                                                                    

Management Evaluation                                                           
---------------------                                                           
Fischer-Watt  has  eliminated its  exploration  efforts in the United States and
evaluated  its  property  holdings  for  potential  development.  Based  on this
evaluation  the  properties,  with the  exception of the Castle,  were  dropped,
assigned to others or returned to their underlying owners.                      

Castle, Esmeralda County, Nevada                                                
--------------------------------                                                
The Castle property is located  approximately 22 miles west of Tonopah,  Nevada,
along the southern edge of the Monte Cristo Range.  Access is by US Highways 6 &
95, which passes just north of the property.                                    

On  September  27,  1999,  FWG  entered  into an  agreement  with  Platoro  West
Incorporated  (PWI), a private Corporation  headquartered in Durango,  Colorado.
Under the terms of this  agreement  PWI  assumes  all  financial  and  reporting
responsibilities  relative to The Castle Property. FWG retains a 1.0% NSR on all
claims contained in the Castle property and 0.7% NSR on specific adjacent claims
held by PWI.                                                                    

FINANCIAL COMMITMENTS                                                           
---------------------                                                           
The Company has no lease  payments or work  commitments  related to any domestic
property it controls.                                                           

Item 3. LEGAL PROCEEDINGS                                                       

As part of the agreement to sell  Oronorte,  Grupo de Bullet assumed all related
liabilities.                                                                    

On  October  18,  1996,  Fischer-Watt  Gold  Company,  Inc.  commenced  a  legal
proceeding against Greenstone Resources Canada Ltd. During 2000 Greenstone filed
for bankruptcy and its primary  creditors have taken control of the assets.  The
likelihood  of success in this legal action is so remote that no further  action
will be taken.                                                                  

None of the known legal proceedings will have a material affect on the company. 

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Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                     

During the fiscal year no matters were submitted to a vote of security  holders,
through the solicitation of proxies or otherwise.                               

 PART II

Item 5. MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS                 

Market Information                                                              
------------------                                                              
The Company's  common stock trades on the OTC Bulletin  Board.  The high and low
bid  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 BID    LOW BID
                               --------    -------
Year Ended January 31, 2002                                           
First Quarter                            $ .03     $ .02          
Second Quarter                             .04       .02          
Third Quarter                              .02       .01          
Fourth  Quarter                            .03       .01          

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 common shares were issued for various reasons. The issuances are
discussed in the attached auditors report.                                      

At the close of the  fiscal  year there  were 644  beneficial  holders of common
shares.  Approximately  30% of the  outstanding  stock  is  controlled,  through
various trusts, by Jim Seed, Chairman of the Board.                             

Item 6. SELECTED FINANCIAL DATA                                                 

See the attached financial statements.                                          

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS.                                  

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,

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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 majeure 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.                                                    

Summary                                                                         
The Company had no revenue for the year.  This lack of revenue was the result of
the sale of Oronorte.                                                           

On November 21, 2000,  the Company  entered into an Agreement to sell the assets
of its El Limon mine and  certain  other  properties  to "Grupo de  Bullet".  In
consideration  of this  agreement the Company will receive  $US3.7 million which
will be paid as a production royalty.  There is no assurance that Bullet will be
successful  in its efforts to acquire the capital  necessary to operate El Limon
mine. The receivable from Bullet is considered to be without value.             

The Company  reported net loss of $634,552 for the year ended January 31, 2002..
For the same time period the General and  Administrative  expenses were $439,794
and Exploration costs were $184,758 The exploration costs are totally applicable
to the La Balsa  property.  General  and  Administrative  costs  increased  from
$369,133 in the prior year.  This  increase was the result of costs  incurred in
acquiring La Balsa.  The Company has an  accumulated  deficit of $16 million and
continues to experience negative cash flow. The management plans to place the La
Balsa property into  production as soon as possible.  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 metals. Management's plans may require
additional  financing  or  disposition  of some of the  Company's  non-producing
assets. While the Company has been successful in raising cash in the past, there
can be no  assurance  that its  future  cash  raising  efforts  and  anticipated
operating improvements will be successful.                                      

Short-term Liquidity                                                            

As of January 31, 2002 the Company had $6,564 in cash.                          

On January 31, 2002,  the Company's  current ratio of current  assets to current
liabilities  was less than 1:1 A current ratio of less than 1:1  indicates  that
the Company does not have  sufficient  cash and other current  assets to pay its
bills and other  liabilities  incurred at the end of its fiscal year and due and
payable  within the next  fiscal  year.  To correct  this  situation  it will be
necessary for the Company to acquire additional capital.                        

Long-term Liquidity:                                                            

Cash flows from operations  during fiscal 2002 are not expected to be sufficient
to fund operating and  administrative  expenses and  exploration  expenses.  The
Company anticipates needing additional funding from equity or borrowings.       

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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.                                  

FISCAL 2001 COMPARED TO FISCAL 2000                                           

Revenues                                                                        

The Company had no revenues in either year. The enclosed consolidated  financial
statements have been restated to reflect the sale of Oronorte.                  

Forward Sales of Precious Metals                                                

The Company does not presently  employ forward sales  contracts or engage in any
hedging  activities.  All of the  production  is 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.                                                              

Sales of Mineral Properties                                                     

No material income was received from the sale of mineral  properties  during the
year.                                                                           

Discontinued Operations                                                         

The Company discontinued no operations during the fiscal year.                  

COSTS AND EXPENSES                                                              

Selling, General and Administrative:                                            

Selling, general and administrative costs increased from $369,000 in fiscal 2000
to $439,794 in fiscal 2001. The increase was the result of expenses  incurred in
the acquisition of La Balsa.                                                    

Foreign Exchange Gain                                                           

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  the
Colombian  unit 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.                                                                         

Other Income and Expenses                                                       

Net interest expense remained constant at $10,000 for fiscal 2000 and 2001.     

Item 8.  FINANCIAL STATEMENTS.                                                  

See Index to Financial Statements attached hereto.                              

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Item 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE                                          

The Company retains Stark, Winter, Schenkein & Co, LLP 7535 East Hampden Avenue,
Colorado,  as its  principle  independent  auditor.  There has been no  material
disagreement between the parties during the fiscal year.                        

PART III

Item  10.  DIRECTORS,   EXECUTIVE  OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT.                             

Directors and Executive Officers:                                               

The  following  table sets forth  certain  information  as to all  directors and
executive officers of Fischer-Watt:                                             

                     Positions Held           Position
Name                     Age     With the Company         Held Since            
----                     ---     ----------------         ----------            

George Beattie           73      Chief Executive Officer  August 27, 1993       
President     

Gerald D. Helgeson       67      Director                 March 14, 1994        
Secretary     

Peter Bojtos             53      Director                 April 24, 1996        
Vice Chairman 
Vice President

James M. Seed            60      Chairman of the Board    June 1, 1996          

Jorge E. Ordonez         61      Director                 June 12, 1996         

R.M. (Mike) Robb         61      Vice President                                 
                                   of Operations          February 1, 1997(Note)

Note: Mr. Robb resigned his position on January 1, 2002.                        

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 outside accountants.                                     

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

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GEORGE BEATTIE                                                                  

George Beattie, born November 22, 1927, has an Engineer of Mines degree from the
Colorado School of Mines. He has been active in the mineral industry since 1960,
working up from front  line  supervisory  positions  to  Director  of Mining for
Callahan  Mining  Corporation  and  General  Manager,  Western  Mines for United
Nuclear Corp. In 1980, Mr. Beattie formed Mineral  Advisors,  Inc., a consulting
firm offering  expertise in the development and management of mineral  projects.
He is also  recognized as an expert in the  application of  explosives,  and has
served as a consultant for Western States Energy in the Pacific  Northwest.  Mr.
Beattie became Chief Executive  Officer of Fischer-Watt  Gold Company,  Inc., on
August 27, 1993. Mr. Beattie  devotes all of his business time to the affairs of
the Company.                                                                    

GERALD D. HELGESON                                                              

Gerald  Helgeson  was born in St.  Cloud,  Minnesota  on October 3, 1933.  After
graduating from the University of Minnesota in 1955, Mr.  Helgeson  founded Jack
Frost,  Inc., which became the largest  integrated  poultry complex in the Upper
Midwest.  In  addition,  Mr.  Helgeson  was a member  of the  Young  President's
Organization.  Mr.  Helgeson  is now  semi-retired  and  resides  in  Fallbrook,
California and he presently  belongs to the Los Angeles YPO Graduate Group.  Mr.
Helgeson has been a director of the Company  since March 14, 1994.  Although Mr.
Helgeson was  appointed  Vice  President of the Company in October 1995, he does
not generally function in an executive officer capacity for the Company.        

JORGE E. ORDONEZ                                                                

Jorge  Ordonez,  born  October  22,  1939 in  Tulsa,  Oklahoma,  is a  certified
professional  engineer in Mexico who  resides in Mexico  City.  He received  his
degree in  Geological  Engineering  from the  Universidad  Nacional  Autonoma de
Mexico in Mexico City in 1962 and his Masters from Stanford University in 1965. 

As President of Ordonez  Profesional,  S.C.,  Jorge  Ordonez is a consultant  to
World  Bank,  international  and  Mexican  Mining  Companies,  and  the  Mexican
government.  In addition to his  affiliation  with the Company,  Mr.  Ordonez is
presently  Managing Director of Altos Hornos de Mexico,  S.A. de C.V.,  Managing
Director of Grupo Gan, Mining Division,  Managing Director of Minera Carbonifera
Rio Escondido,  Vice President of Minera Montoro, S.A. and a member of the Board
of Directors of Hecla Mining Company (HL-NYSE).                                 

The  Mexican  National  Geology  Award  was  awarded  to Mr.  Ordonez  in  1989,
recognizing contributions made to the mining industry as an Academician with the
Mexican  Academy of  Engineering  and in leading  roles with the Mexican  Silver
Council,  the  Silver  Institute  and the  North  America  Society  of  Economic
Geologists. He has been a Director of Fischer-Watt Gold Company, Inc. Since June
5, 1996.                                                                        

PETER BOJTOS                                                                    

Peter  Bojtos,  P. Eng.,  was born on March 26, 1949 and  received a Bachelor of
Science Honours degree in Geology from Leicester University,  England. He has an
extensive background in the mining industry,  with over 30 years in exploration,
production and corporate management. He is a member of the Board of Directors of
several natural resource companies.  From August 1993 until 1995, Mr. Bojtos was
President and Chief Executive Officer of Greenstone Resources Ltd.              

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From  1992 to  August  1993 he was  President  and Chief  Executive  Officer  of
Consolidated  Nevada  Goldfields  Corporation.  Prior  to that Mr.  Bojtos  held
several key positions, including vice-president of Corporate Development, during
his twelve years with Kerr Addison Mines,  Limited,  including that of President
of RFC Resources and New Kelore Mines Ltd.                                      

Mr. Bojtos  became a Vice  President and Vice Chairman of the Board of Directors
of Fischer-Watt Gold Company, Inc., in April 1996.                              

JAMES M. SEED                                                                   

James Seed was born on April 4, 1941. He was graduated from Brown  University in
1963 and  received his MBA from  Stanford  University  in 1965.  He is Chairman,
President and Owner of The Astra  Ventures  Incorporated  and The Astra Projects
Incorporated,  privately owned land development  companies  focusing on creating
building  sites  in  the  Minneapolis   suburban  communities  and  a  community
surrounding a Robert Trent Jones, II championship  golf course. He has been with
these companies since 1979.                                                     

From  November 1979 to May 1989, he was the President and Owner of Buffinton 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 is a Commissioner  of Rhode Island  Investment  Commission and 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 became a Director of  Fischer-Watt  Gold Company,  on June 1, 1996, and
was appointed Chairman of the Board on October 20, 1999.                        

Item 11.  EXECUTIVE COMPENSATION.                                               

     The following  table  presents the  compensation  awarded to, earned by, or
paid to Mr. George  Beattie,  the Chief  Executive  Officer,  the only executive
officer whose total annual salary and bonus exceeds $100,000.                   

SUMMARY COMPENSATION TABLE
    Annual Compensation       Long Term Compensation
Name and                                                                        
Principal                  Fiscal                                               
Position                   Year                      Salary $                   
--------                   ----                      --------                   

George Beattie,            2001                      100,000                    
       2000                      100,000
President, CEO             1999                      100,000                    
       1998                      100,000
       1997                      100,000

The Company's chief executive  officer is also a director.  Directors receive no
cash  compensation  for their  services  except  directors who are not employees
receive a communications  allowance of $250 each six months. Over the past three
years non-employee  directors have been issued stock options as compensation for
serving as a  director,  the  exercise  price of which was based on fair  market

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value of the stock and vest after one year's service and expire five years after
vesting. Pursuant to this program Gerald D. Helgeson has been granted options to
purchase 400,000 shares of stock. Continuance of this program is currently being
evaluated.                                                                      

Do to a severe cash shortage; none of the executives or employees of the Company
were paid during the year. The moneys due are included in accounts payable.     

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.       

Security ownership of certain  beneficial  owners,  management and all owners of
more than 5% of the outstanding common stock as of April 1, 2002.               

Name and Address of               Amount and nature of             % of         
beneficial owner                  beneficial ownership             Class        
----------------                  --------------------             -----        

Cede & Co.                        26,324,893 Shares                59.3         
PO Box 222                        Owned indirectly.  Note 1                     
New York, NY 10274                                                              

Peter Bojtos                      1,050,000 shares                              
Officer and Director              owned directly and                            
2582 Taft Court                   indirectly.    Note 2             2.4%        
Lakewood, CO 80215                                                              

James M. Seed                     12,691,600 shares                             
Director                          owned indirectly, Note 2, 3,     28.6%        
and Chairman of the Board                                                       
70 South Main Street                                                            
Providence, RI 02903                                                            

George Beattie                    1,000 shares                                  
Officer and Director              owned directly,                               
1410 Cherrywood Drive             Note 2                            1.0%        
Coeur d' Alene, ID                                                              

Gerald D. Helgeson                No shares                                     
Officer and Director              owned directly,                               
3770 Poppy Lane                   Note 2, 4                         0.0%        
Fallbrook, CA                                                                   

Jorge E. Ordonez                  No shares                                     
Director                          owned directly                    0.0%        
Ave. Paseo de                     Note 2                                        
las Palmas 735-205                                                          
Mexico City, Mexico                                                             

Directors and                     13,742,600 shares                             
Officers as a Group               owned directly,                               
(Six persons)                     and indirectly                   33.0%        

Note 1 - Cede & Company is a brokerage clearing company.                        

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Note 2 - The options to purchase shares is shown below.                         

Note 3 - James M. Seed owns no shares, options or warrants directly, but through
various related trusts.  Mr. Seed was appointed Chairman of the Board on Oct 20,
1999.                                                                           

Note 4- Mr.  Helgeson  has  assigned  all of his options to his wife,  Gerald D.
Helgeson.                                                                       

                                                        [Enlarge/Download Table]


                                   Options and Warrants to Purchase Common Stock                        
--------------------------------------------------------------------------------------------------------
                                            Weighted                          Date                      
                                                          ----------------------------------------------
       Issued To            Amount       Exercise Price       Granted       Exercisable     Expires     
--------------------------------------------------------------------------------------------------------

                                                                                                        
George Beattie                 500,000        0.22                 Various        Current       Various 
                               500,000        0.05                10/27/99       10/31/99      10/31/04 
                               250,000        0.16                11/28/98       11/28/99      10/31/03 

Peter Bojtos                   500,000        0.05                10/27/99       10/31/99      10/31/04 
                               100,000        0.37                  3/1/97         3/1/97       2/28/02 
                               100,000        0.11                12/17/98       12/17/98      12/16/03 

Jim Seed                       500,000        0.05                10/27/99       10/31/99      10/31/04 
                               300,000        0.10                12/30/97       12/31/97      12/31/02 
                               500,000        0.05                 2/28/00        2/28/01       2/28/02 

Jorge Ordonez                  500,000        0.05                10/27/99       10/31/99      10/31/04 

Jerry Helgeson                 500,000        0.05                10/27/99       10/31/99      10/31/04 
                               400,000        0.24                 Various        Current               

James Christl                   50,000        0.05                 11/5/99        11/6/99       11/6/04 

                               200,000        0.05                12/20/99       02/14/00      02/28/02 

Jeffery Abbas                  500,000        0.05                 2/28/00        2/28/01       2/28/02 

Centex Securities              375,000        0.05                 1/14/00        1/14/00       9/23/03 

Barbara Schiller               125,000        0.05                03/16/00       03/16/00      02/28/02 

Thomas Brewer                  100,000        0.05                02/07/00       02/14/00      02/28/02 

Robert Cornelious              200,000        0.05                02/14/00       02/16/00      02/28/02 

Mike Whited                    200,000        0.05                02/10/00       02/14/00      02/28/02 
--------------------------------------------------------------------------------------------------------
 Total *                     6,400,000                                                                  
--------------------------------------------------------------------------------------------------------

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*As of April 15/2002                                                            
<                                                                               
Indebtedness of Directors and Officers                                          

No Company directors or officers are indebted to the Company.                   

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                       

Jorge E. Ordonez  became a Director of the Company on June 5, 1996.  Mr. Ordonez
has numerous interests and is a director of Hecla Mining Company,  which is also
in the mining business. Mr. Ordonez is a principal shareholder in Minera Montoro
S.A.  de C.V.  ("Montoro"),  a  Mexican  corporation.  The  Company  holds a 65%
interest in Montoro. During the past two fiscal years no significant or material
transactions have occurred between the Company and Montoro.                     

The Company owed Kennecott Exploration Company (Kennecott) $500,000 plus accrued
interest for various business transactions  occurring in 1995 and 1996. On March
1999,  Kennecott  forgave this  obligation  in return for a one-time  payment of
$100,000.  The Company  borrowed  the payment  from James Seed,  a Director  and
Chairman of the Board,  under normal  commercial  conditions with payment due in
two years.                                                                      

Item 14.  EXHIBITS AND REPORTS ON FORM 8-K.                                     

(a) Exhibits                                                          

Exhibit Item 601                                                                
No.   Category      Exhibit                                                     

1        2        Mining Property  Purchase  Agreement dated September 30, 1996,
between  Fischer-Watt  Gold  Company,  Inc. and  Kennecott  Exploration  Company
("KEC")  whereby FWG purchased  mining claims owned by KEC in Esmeralda  County,
Nevada,  and, upon closing,  delivered to KEC a Promissory Note in the amount of
$700,000  and filed as Exhibit  6.2 to Form  10-QSB  filed  October 18, 1996 and
incorporated herein by reference.                                               

2        3        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.                                                                      

3        10       Option  effective  June 1,  1996,  whereby  Fischer-Watt  Gold
Company, Inc., grants Gerald D. Helgeson an option to purchase 100,000 shares of
Fischer-Watt  restricted  common  stock.  Filed as Exhibit  31.10 to Form 10-KSB
filed September 26, 1996 and incorporated herein by reference.                  

4        10       Option  effective  June  1,  1996  whereby  Fischer-Watt  Gold
Company,  Inc.,  grants  Peter  Bojtos an option to purchase  100,000  shares of
Fischer-Watt  restricted  common  stock.  Filed as Exhibit  33.10 to Form 10-KSB
filed September 26, 1996 and incorporated herein by reference.                  

5        10       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.                                           

6        10       Promissory note dated September 30, 1996, whereby Fischer-Watt
Gold Company,  Inc., promises to pay $700,000 to Kennecott  Exploration Company,
Inc.  and filed as Exhibit  48.10 to Form  10-QSB  filed  October  18,  1996 and
incorporated herein by reference.                                               

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7        10       Option effective February 1, 1997,  whereby  Fischer-Watt Gold
Company,  Inc.,  Grant R. M.  Robb an  option  to  purchase  100,000  shares  of
restricted common stock.. Incorporated herein by reference.                     

8        10       Option effective October 31, 2000,  whereby  Fischer-Watt Gold
Company,  Inc.,  Grant George Beattie,  Peter Bojtos,  Jim Seed,  Jorge Ordonez,
Jerry  Helgeson and R. M. Robb each an option to purchase  100,000 shares common
stock. Incorporated herein by reference.                                        

(b)  Reports on Form 8-K                                                

On December 13, 2000,  the Company  filed a report on Form 8-K.  This report was
related to the sale of the Colombian assets                                     

Exhibit Number 21 - Subsidiaries of Company                                     

Name of Subsidiary                        Ownership         Incorporated In     
------------------                        ---------         ---------------     

Minera Montoro, S. A. de C. V.              65%                  Mexico         

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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.

/s/George Beattie 
                    --------------------------------------
  George Beattie
                       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.                                                            

Signature and Title                                  Date               
-------------------                                  ----               

/s/George Beattie                                    April 8, 2002      
--------------------------------------                                  
George Beattie                                                    
Acting Chief Financial Officer                                    
Principal Financial and Accounting Officer)                       

/s/Gerald D. Helgeson                                April 8, 2002      
--------------------------------------                                  
Gerald D. Helgeson                                                
Director, Secretary                                               

/s/James M. Seed                                     April 8, 2002      
--------------------------------------                                  
James M. Seed                                                     
Director                                                          
Chairman of the Board and Director                                

/s/George Beattie                                    April 8, 2002      
--------------------------------------                                  
George Beattie                                                    
President, Chief Executive Officer                                
(Principal Executive Officer)                                     

/s/Peter Bojtos                                      April 8, 2002      
--------------------------------------                                  
Peter Bojtos                                                      
Director and Vice President                                       
Vice Chairman of the Board                                        

/s/Jorge Ordonez                                     April 8, 2002      
--------------------------------------                                  
Jorge Ordonez                                                     
Director                                                          

21

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 Fischer-Watt Gold Company, Inc.
and Subsidiaries

Contents                                                                        

Report of Independent Auditors                                   F-2            

Financial Statements:                                                           
Consolidated Balance Sheet                                 F-3      
Consolidated Statements of Operations                      F-4      
Consolidated Statement of Stockholders' (Deficit)          F-5      
Consolidated Statements of Cash Flows                      F-6      
Notes to Consolidated Financial Statements                 F-7      

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Report of Independent Auditors                                                  

Board of Directors and Shareholders                                             
Fischer-Watt Gold Company, Inc.                                                 

We have audited the accompanying consolidated balance sheet of Fischer-Watt Gold
Company,  Inc.  and  subsidiaries  as  of  January  31,  2002  and  the  related
consolidated statements of operations,  stockholders'  (deficit), and cash flows
for each of the two years then ended.  These consolidated  financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an  opinion  on these  consolidated  financial  statements  based on our
audits.                                                                         

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.                                               

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Fischer-Watt Gold Company, Inc. and subsidiaries as of January 31, 2002, and the
consolidated  results of their  operations  and their cash flows for each of the
two years then ended in conformity with accounting principles generally accepted
in the United States of America.                                                

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company incurred net losses from operations during the
periods presented, has no revenue producing operations,  and has working capital
and stockholder  deficiencies  as of January 31, 2002.  These  conditions  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note 2. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.                                                    

/s/Stark Winter Schenkein & Co., LLP                                            
------------------------------------                                            
Stark Winter Schenkein & Co., LLP                                         

Denver, Colorado                                                                
March 15, 2002                                                                  

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Fischer-Watt Gold Company, Inc. and Subsidiaries
Consolidated Balance Sheet
January 31, 2002
ASSETS

Current Assets:                                                                 
Cash                                                   $       6,564        
                                               -------------

Property and Equipment, net                                        662          
                                               -------------

                                               $       7,226
                                               =============

 LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilities:                                                            
Accounts payable                                       $      32,132        
Note payable - shareholder                                  100,000         
Accounts payable and accrued expenses - shareholders       1,011,929        
                                               -------------
Total current liabilities                              1,144,061    
                                               -------------

Stockholders' (Deficit):                                                        
Preferred stock, non-voting, convertible,                                   
$2 par value, 250,000 shares authorized,                                  
none outstanding                                                  -       
Common stock, $.001 par value, 50,000,000                                   
shares authorized, 46,223,384 shares                                      
issued and outstanding                                       46,223       
Additional paid-in capital                                14,804,609        
Accumulated (deficit)                                    (15,987,667)       
                                               -------------
                                                   (1,136,835)
                                               -------------
                                               $       7,226
                                               =============

See the accompanying notes to the consolidated financial statements.            
F-3 

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                                                                [Download Table]


               Fischer-Watt Gold Company, Inc. and Subsidiaries                    
                      Consolidated Statement of Operations                         
                     Years ending January 31, 2001 and 2002                        

                                                             2001            2002  
                                                             ----            ----  

                                                                                   
Revenue                                              $           -   $           - 
                                                     --------------  --------------
Costs and expenses:                                                                
 Exploration                                                88,843         184,758 
 General and administrative                                369,133         439,794 
                                                     --------------  --------------
                                                           457,976         624,552 
                                                     --------------  --------------
(Loss) from operations                                    (457,976)       (624,552)
                                                     --------------  --------------
Other income (expense):                                                            
 Interest expense                                          (10,000)        (10,000)
 Other income                                               20,778               - 
                                                     --------------  --------------
                                                            10,778         (10,000)
                                                     --------------  --------------
(Loss) from continuing operations                         (447,198)       (634,552)

Discontinued operations:                                                           
 (Loss) from the operations of Oronorte (net                                       
   of income tax benefit of $92,000)                      (207,419)              - 
 Gain from the disposition of Oronorte (net                                        
   of income taxes of $731,000)                          1,095,735               - 
                                                     --------------  --------------
Net income (loss) before income taxes                      441,118        (634,552)

Income taxes (benefit)                                    (639,000)              - 
                                                     --------------  --------------
Net income (loss)                                    $   1,080,118   $    (634,552)
                                                     ==============   =============

Per share information -                                                            
  basic and fully diluted                                                          

Continuing operations                                $       (0.01)  $       (0.01)
Discontinued operations                                       0.04             -   
                                                     --------------  --------------
Net income (loss) per share                          $        0.03   $       (0.01)
                                                     --------------  --------------
Weighted average shares outstanding                     41,323,384      45,767,134 
                                                     ==============   =============

See the accompanying notes to the consolidated financial statements.            
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                                                        [Enlarge/Download Table]


               < Fischer-Watt Gold Company, Inc. and Subsidiaries                                                        
                Consolidated Statement of Stockholders (Deficit)                                                         
                     Years ending January 31, 2001 and 2002                                                              
                                                                Additional                                               
                                           Common Stock         Paid in       Capital Stock   Accumulated                
                                     Shares            Amount   Capital        Subscribed      (Deficit)        Total    
                                     ------            ------   ----------    -------------   -----------       -----    

                                                                                                                         
Balance, January 31, 2000           40,298,384   $     40,298   $ 14,186,021  $     68,750   $(16,433,233)  $ (2,138,164)

Common shares subscribed for              --             --             --          10,000           --           10,000 
Issuance of stock subscriptions        800,000            800         36,700       (37,500)          --             --   
Issuance of shares for cash          3,300,000          3,300         79,200          --             --           82,500 
Contribution to capital                   --             --          175,000          --             --          175,000 
Net income for the year                   --             --             --            --        1,080,118      1,080,118 
                                    ----------         ------     ----------        ------    -----------       -------- 

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 stock subscriptions        825,000            825         40,425       (41,250)          --             --   
Issuance of stock for services       1,000,000          1,000         24,000          --             --           25,000 
Net (loss) for the year                   --             --             --            --         (634,552)      (634,552)
                                    ----------         ------     ----------        ------   -------------      ---------
Balance, January 31, 2002         $ 46,223,384   $     46,223   $ 14,804,609  $       --     $(15,987,667)  $ (1,136,835)
                 === ====         ============   ============   ============        ======   =============   ============


See the accompanying notes to the consolidated financial statements.            
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                                                        [Enlarge/Download Table]


                Fischer-Watt Gold Company, Inc. and Subsidiaries                     
                      Consolidated Statement of Cash Flows                           
                     Years ending January 31, 2001 and 2002                          

                                                              2001           2002    

Cash flows from operating activities:                                                
                                                                                     
Net income (loss)                                         $ 1,080,118   $  (634,552) 
                                                          ------------      ---------
  Adjustments to reconcile net income (loss) to net                                  
   cash (used in) operating activities:                                              
   Depreciation                                                 6,444         6,400  
   Issuance of common stock for services                         --          25,000  
   Gain on the disposition of subsidiary                   (1,095,735)         --    
   Net assets (liabilities) of discontinued operations       (495,353)         --    
Changes in assets and liabilities:                                                   
   Other current assets                                         3,267          --    
   Accounts payable                                             7,528       (17,000) 
   Accounts payable and accrued expenses - shareholders       245,233       343,066  
                                                          ------------      ---------
       Total adjustments                                   (1,328,616)      357,466  
                                                          ------------      ---------
  Net cash (used in) operating activities                    (248,498)     (277,086) 
                                                          ------------      ---------
Cash flows from investing activities:                                                
  Net cash provided by (used in) investing activities            --            --    

Cash flows from financing activities:                                                
   Proceeds from sale of common shares                         92,500          --    
   Capital contribution by shareholder                        175,000       263,263  
                                                          ------------      ---------
  Net cash provided by financing activities                   267,500       263,263  
                                                          ------------      ---------

Increase (decrease) in cash and cash equivalents               19,002       (13,823) 

Cash and cash equivalents, beginning of period                  1,385        20,387  
                                                          ------------      ---------
Cash and cash equivalents, end of period                  $    20,387   $     6,564  
                                                          ============      =========
Supplemental cash flow information:                                                  
   Cash paid for interest                                 $      --     $      --    
   Cash paid for income taxes                             $      --     $      --    

Non cash investing and financing activities:                                         

   Common shares issued for stock subscription            $    37,500   $    41,250  

See the accompanying notes to the consolidated financial statements.
F-6 

 Fischer-Watt Gold Company, Inc.
and Subsidiaries
 Notes to Consolidated Financial
Statements
January 31, 2002

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.
Operating  activities of the Company  include  locating,  acquiring,  exploring,
developing,   improving,  selling,  leasing  and  operating  mineral  interests,
principally those involving metals.                                             

Principles of Consolidation                                                     

The consolidated financial statements include the accounts of Fischer-Watt,  and
its majority owned  subsidiaries.  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.                                           

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  records its interest in mineral  properties and areas of geological
interest  at  cost,  less  expenses  recovered  and  receipts  from  exploration
agreements. Exploration development costs are deferred until the related project
is placed in  production  or abandoned.  Deferred  costs are amortized  over the
economic life of the related project  following  commencement of production,  by
reference  to  the  ratio  of  units  produced  to  total  estimated  production
(estimated  proven  and  probable  reserves),  or  written  off if  the  mineral
properties or projects are sold or abandoned.                                   

Costs associated with  pre-exploration,  exploration,  and acquisition generally
are deferred until a  determination  is made as to the existence of economically
recoverable mineral reserves.  If these costs are incurred by the Company during
a period covered under a generative  exploration  program agreement with a third
party,  they are expensed  until such time as the third party  decides to either
reject a property  identified  during  the  exploration  period or proceed  with
further  exploration of the property.  If an election to proceed occurs,  future
costs are capitalized as incurred.  Costs associated with abandoned projects are
expensed at the time of abandonment.                                            

Non-producing  mineral interests are initially recorded at acquisition cost. The
cost basis of mineral interests  includes  acquisition cost, bonus payments made
to attract a joint venture partner, and the cost of exploration and development,
less bonus payments received on unproven properties and advance royalty payments
received.                                                                       
F-7 

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 Fischer-Watt Gold Company, Inc.
and Subsidiaries
 Notes to Consolidated Financial
Statements
January 31, 2002

Mineral interests in unproven  properties are evaluated on a quarterly basis for
possible  impairment.   Management   evaluation  considers  all  the  facts  and
circumstances known about each property  including:  the results of drilling and
other  exploration  activities to date; the  desirability  and  likelihood  that
additional future exploration activities will be undertaken by the Company or by
others;  the land holding costs including work  commitments,  rental and royalty
payments and other lease and claim maintenance commitments;  the expiration date
of the lease  including any earlier dates by which notice of intent to terminate
the lease must be given in order to avoid work commitments; the accessibility of
the property;  the ability and  likelihood of joint  venturing the property with
others; and, if producing, the cost and revenue of continued operations.        

Unproven properties are considered fully or partially impaired, and are fully or
partially abandoned, at the earliest of the time that: geologic mapping, surface
sample assays or drilling results fail to confirm the geologic concepts involved
at the time the  property  was  acquired;  a decision is made not to perform the
work commitments or to make the lease payments  required to retain the property;
the Company  discontinues  its efforts to find a joint  venture  partner to fund
exploration  activities  and has decided not to fund those costs itself;  or the
time the property interest terminates by contract or by operation of law.       

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, ranging from 2 to 7 years.

Stock-Based Compensation                                                        

The Company  accounts for stock based  compensation  in accordance with SFAS No.
123,  "Accounting for Stock-Based  Compensation." The provisions of SFAS No. 123
allow  companies to either  expense the estimated fair value of stock options or
to continue to follow the  intrinsic  value  method set forth in APB Opinion 25,
"Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro forma
effects on net income  (loss) had the fair value of the options  been  expensed.
The Company has elected to continue to apply APB 25 in accounting  for its stock
option incentive plans.                                                         

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.                                                               
F-8 

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 Fischer-Watt Gold Company, Inc.
and Subsidiaries
 Notes to Consolidated Financial
Statements
January 31, 2002

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.  In situations
where a  non-producing  mineral  interest is exchanged  for a producing  mineral
interest,  the gain or loss is the difference  between the net book value of the
exchanged                                                                       

property  and the fair market  value of the  exchanged  property or the property
received, whichever fair market value is more clearly determinable.             

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.                                                           

Bonus  payments on proven  properties,  received as an incentive to enter into a
joint  exploration  and  development  agreement,  are recognized as revenue when
received. For unproven properties,  bonus payments received are first applied as
a reduction of the cost basis of the property  with any excess being  recognized
as revenue.                                                                     

Foreign Currency Translation                                                    

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 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,  but  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 in  accordance  with the  provisions  of
Statement of Financial  Accounting  Standards  No. 109,  "Accounting  for Income
Taxes" ("SFAS 109").  SFAS 109 requires the recognition of deferred income taxes
to provide for 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.                                                                        
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 Fischer-Watt Gold Company, Inc.
and Subsidiaries
 Notes to Consolidated Financial
Statements
January 31, 2002

Concentration of Credit Risk                                                    

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.                          

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  effect  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                                             

The carrying amount reported in the balance sheets for cash and cash equivalents
and accounts payable and accrued expenses  approximate fair value because of the
immediate or short-term maturity of these financial instruments.  The fair value
of long-term debt  approximates  its carrying value as the stated interest rates
of the debt reflect current market conditions.                                  

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.                                                     

Loss Per Share                                                                  

The Company  calculates net income (loss) per share as required by SFAS No. 128,
"Earnings 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.        

Reclassifications                                                               

Certain  prior year  amounts  have been  reclassified  to conform to the current
year's presentation.                                                            

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 Fischer-Watt Gold Company, Inc.
and Subsidiaries
 Notes to Consolidated Financial
Statements
January 31, 2002

Segment Information                                                             

The Company  follows SFAS No. 131,  Disclosures  about Segments of an Enterprise
and Related  Information."  Certain information is disclosed,  per SFAS No. 131,
based on the way management organizes financial information for making operating
decisions and assessing performance.  The Company currently operates in a single
business segment and will evaluate additional segment disclosure requirements as
it expands its operations.                                                      

Recent Pronouncements                                                           

In July 2001, the Financial  Accounting  Standards Board (FASB) issued Statement
of Financial  Accounting Standards (SFAS) 141, Business  Combinations,  and SFAS
142,  Goodwill and  Intangible  Assets.  SFAS 141 is effective  for all business
combinations  completed  after June 30, 2001. SFAS 142 is effective for the year
beginning January 1, 2002; however certain provisions of that Statement apply to
goodwill and other  intangible  assets  acquired  between July 1, 2001,  and the
effective  date of SFAS 142.  The Company does not believe the adoption of these
standards will have a material impact on the Company's financial statements.    

In July 2001,  the FASB  issued SFAS No. 143,  Accounting  for Asset  Retirement
Obligations.  This statement  addresses  financial  accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs.  This Statement  applies to all entities.  It
applies to legal obligations associated with the retirement of long-lived assets
that result from the acquisition,  construction, development and (or) the normal
operation of a long-lived asset, except for certain obligations of lessees. This
Statement  is  effective  for  financial  statements  issued  for  fiscal  years
beginning  after June 15,  2002.  The  Company is  evaluating  the impact of the
adoption of this standard and has not yet  determined  the effect of adoption on
its financial position and results of operations.                               

In August 2001,  the FASB issued SFAS No. 144,  Accounting for the Impairment or
Disposal of Long-Lived Assets. This statement addresses financial accounting and
reporting for the  impairment or disposal of  long-lived  assets and  supersedes
FASB Statement No. 121,  Accounting for the Impairment of Long-Lived  Assets and
for  Long-Lived  Assets to Be Disposed Of. The  provisions  of the statement are
effective  for  financial  statements  issued for fiscal years  beginning  after
December 15, 2001.  The Company is evaluating the impact of the adoption of this
standard  and has not yet  determined  the effect of adoption  on its  financial
position and results of operations.                                             

Note   2.   Financial    Condition,                                             
Liquidity, and Going Concern                                                    

The Company  incurred  operating  losses of $447,198  and $634,552 for the years
ended January 31, 2001 and 2002, has a stockholders' deficit of $1,136,835 and a
working capital  deficiency of $1,137,497 at January 31, 2002. In addition,  the
Company has no revenue producing operations.                                    

F-11

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 Fischer-Watt Gold Company, Inc.
and Subsidiaries
 Notes to Consolidated Financial
Statements
January 31, 2002

These conditions raise substantial doubt about the Company's ability to continue
as a going concern.                                                             

During October 2000 the Company  disposed of its  operations in Columbia,  which
had  incurred  operating  losses  over the past  several  years (see Note 3). In
addition,  the Company is attempting to develop mineral  properties in Mexico as
Mexico is  supportive of the mining  industry and NAFTA has made doing  business
there attractive.                                                               

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 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,  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 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 3. Discontinued Operations                                                 

The  Company   disposed  of  its  subsidiary,   Compania  Minera  Oronorte  S.A.
("Oronorte"),  which operated a mining property in North Central Colombia during
October 2000.  Oronorte  accounted for all of the  Company's  operating  revenue
during the year ended January 31, 2001. In exchange for the Oronorte  operations
the  Company  received  $3.7  million in the form of a 3% royalty on  production
sales less any payments or settlements  with creditors.  The Company will record
revenue from the proceeds of this royalty, if any, as received.                 

The assets  and  liabilities  disposed  of  consisted  principally  of  accounts
receivable, inventory, property and equipment and mineral interests.            

The Company  recorded a gain of  $1,095,735 on the disposal (net of income taxes
of $731,000).                                                                   

Operating  results for  Oronorte  for the year ended  January 31, 2001 are shown
separately in the accompanying consolidated statements of operations.           

Net sales of Oronorte for the year ended  January 31, 2001 were  $28,915.  These
amounts are not included in revenue in the accompanying  consolidated statements
of operations.                                                                  

  F-12

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Assets and liabilities disposed of consisted of the following on the disposition
date:                                                                           
Cash$                              1,625
Accounts receivable              162,281
Inventory                        311,649
Property and equipment                  
  And mineral interests          388,438
                             -----------
Total assets                     863,993
 Liabilities                   (2,690,728)
                             -----------
 Net liabilities              $(1,826,735)
                             ===========

Fischer-Watt Gold Company, Inc. 
and Subsidiaries
 Notes to Consolidated Financial
Statements
January 31, 2002

Assets are shown at their net  realizable  values and  liabilities  are shown at
their face amounts.                                                             

Note 4. Property and Equipment                                                  

Property and equipment consist of the following:                                

Furniture and fixtures             $   60,284                         
Less: accumulated depreciation         59,622                         
          ----------
          $      662
          ==========

Depreciation  expense  charged to  operations  was $6,444 and $6,400  during the
years ended January 31, 2001 and 2002.                                          

Note 5. Notes Payable - Shareholder                                             

During  December  1999 a  shareholder  of the Company  advanced  $100,000 to the
Company  to be used to settle the  Company's  obligation  to a vendor.  The note
evidencing  the loan bears  interest at prime plus 2% and is payable on December
31,  2002.  Accrued  interest of $20,000 is  included  in  Accounts  payable and
accrued expenses - shareholders at January 31, 2002.                            

Note 6. Stockholders' (Deficit)                                                 

During  the  years  ended  January  31,  2000  and  2001  the  Company  accepted
subscriptions for 1,625,000 shares of common stock for cash aggregating $78,750.
During the years ended January 31, 2001 and 2002 the Company  issued 800,000 and
825,000 of the shares subscribed for.                                           

During the year ended January 31, 2001 the Company accepted subscriptions for an
additional  50,000 shares of common stock for cash  aggregating  $10,000.  These
common shares and the 750,000 common shares  described  above were issued during
the year ended January 31, 2001.                                                

During the year ended January 31, 2001 the Company  issued  3,300,000  shares of
common stock to a  significant  shareholder  for cash  aggregating  $82,500.  In
addition, this shareholder contributed $175,000 to the capital of the Company to
be  used  primarily  for  the   identification  and  assessment  of  new  mining
properties.                                                                     

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 new mining properties.                                            

  F-13

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 Fischer-Watt Gold Company, Inc.
and Subsidiaries
 Notes to Consolidated Financial
Statements
January 31, 2002

During the year ended January 31, 2002 the Company  issued  1,000,000  shares of
common stock in exchange for  consulting  services.  These shares were valued at
their fair market value of $25,000.                                             

Note 7.  Common  Stock  Options and                                             
Warrants                                                                        

During February 2000 the Company issued options to purchase  1,000,000 shares of
common  stock at $.05 per share  (fair  value at the time of the  grant).  These
options expire two years from the date of the grant.                            

During July 2000 the Company  issued  options to  purchase  1,000,000  shares of
common  stock at $.025 per share (fair  value at the time of the  grant).  These
options expire three years from the date of the grant.                          

Note  8.  Stock-Based  Compensation Plans                                       

The Company accounts for stock-based  compensation plans by applying APB Opinion
#25,  "Accounting  for Stock Issued to Employees,"  and related  Interpretations
("APB 25").  Under APB 25, because the exercise price of the Company's  employee
stock options  approximates the market price of the underlying stock at the date
of grant, no compensation cost is recognized.                                   

The Company's 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.                       

Statement of Financial Accounting Standards No. 123 ("SFAS 123"), Accounting for
Stock-Based Compensation,  requires the Company to provide pro forma information
regarding  net income and  earnings  per share as if  compensation  cost for the
Company's  stock option plans had been  determined in  accordance  with the fair
value based method  prescribed  in SFAS 123. The fair value of the option grants
is estimated on the date of grant  utilizing the  Black-Scholes  option  pricing
model with the following weighted average assumptions for grants during the year
ended  January  31,  2001:  expected  life of  options  of 2.5  years,  expected
volatility of 143%,  risk-free  interest rate of 5.0% and no dividend yield. The
weighted  average fair value at the date of grant for options granted during the
year ended January 31, 2001 approximated $.01 per option.  These results may not
be representative of those to be expected in future years.                      

Under the  provisions  of SFAS 123, the Company's net income (loss) and earnings
(loss) per share would have been reduced  (increased)  to the pro forma  amounts
indicated below:                                                                

January 31,                                                                     
    2001                  2002
    ----                  ----
Net income (loss)                                                               
As reported            $ 1,080,118           $(634,552)                     
Pro forma              $ 1,060,118           $(634,552)                     

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 Fischer-Watt Gold Company, Inc.
and Subsidiaries
 Notes to Consolidated Financial
Statements
January 31, 2002

Earnings  (loss)  per share - basic and fully diluted                           
As reported                $ 0.03        $(0.01)                            
Pro forma                  $ 0.03        $(0.01)                            

The following table summarizes the stock option activity:                       

                                    Stock         Weighted-average
                                  Options        Price per Share

Outstanding  at  January  31,  2000      7,009,000              $0.24           
Granted                                  2,000,000               0.04           
Expired                                   (416,000)              1.50           
                              ---------               ----
Outstanding at January 31, 2001                                                 
and 2002                                 8,593,000              $0.16           
                              =========              =====

The following table summarizes information about fixed-price stock options:     

Outstanding at January 31, 2002:                                                

            Options  Outstanding         Options Exercisable

             Weighted-   Weighted-
Average           Average     Average       
Range of          Number            Contractual Exercise    Number     Exercise 
Prices            Outstanding       Life         Price    Exercisable    Price  
------            -----------       ----         -----    -----------    -----  

$ 0.03            1,000,000          1.4 years   $ 0.03    1,000,000     $0.03  
$ 0.05-$0.07      4,761,000          2.0           0.05    4,761,000      0.05  
$ 0.11-$0.22      1,800,000          1.5           0.17    1,800,000     0.17   
$ 0.37-$0.56        450,000           .6           0.47      450,000     0.47   
$ 0.72              200,000           .3           0.72      200,000     0.72   
$ 1.15              382,000           .3           1.15      382,000     1.15   
     ----------                               ----------
$ 0.03-$1.15      8,593,000          1.6 years   $ 0.16    8,593,000   $ 0.16   
      ==========                               ===========

The Company accounts for transactions  with individuals  other than employees in
which goods or  services  are the  consideration  received  for the  issuance of
equity  instruments in accordance  with the provisions of SFAS 123, based on the
fair  value  of the  consideration  received  or the fair  value  of the  equity
instrument issued, whichever is more reliably measurable.                       

F-15

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 Fischer-Watt Gold Company, Inc.
and Subsidiaries
 Notes to Consolidated Financial
Statements
January 31, 2002

Note 9. Income Taxes                                                            

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

January   31,                          2001                  2002               
                        ----                  ----

Domestic                           $ 1,379,537           $(  634,552)           
Foreign                               (299,419)                  -              
Net income (loss) before taxes     $ 1,080,118           $(  634,552)           

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

January   31,                          2001                  2002               
                        ----                  ----

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 carryforwards of approximately $7.5 million and
Colombian tax loss  carryforwards of  approximately  $8.0 million at January 31,
2002, which expire from 2003 to 2021.                                           

The  net  operating  loss  carryforwards  are  entirely  offset  by a  valuation
allowance  as  management  does not believe the Company has met the "more likely
than not" standard imposed by FAS 109 to allow recognition of a net deferred tax
asset.                                                                          

Note 10.  Transactions with Related Parties                                     

During the years ended January 31, 2001 and 2002 certain  employee  shareholders
deferred salaries and expenses aggregating $224,732 and $333,066. These advances
and  deferrals  are  included  in  accounts   payable  and  accrued  expenses  -
shareholders in the accompanying consolidated financial statements.             

F-16

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10KSB Filing	Date	First	Last	Other Filings

	8/27/93	14	15
	3/14/94	14	15
	1/31/96	6		10KSB, NT 10-K
	4/24/96	14
	6/1/96	14	19
	6/5/96	15	19
	6/12/96	14
	9/26/96	19		10KSB
	9/30/96	19
	10/18/96	10	19	10QSB
	2/1/97	14	20
	4/13/98	14
	9/27/99	10
	10/20/99	16
	1/31/00	33		10KSB
	10/31/00	20		10QSB
	11/21/00	2	12
	12/13/00	20		8-K
	1/4/01	8
	1/31/01	25	36	10KSB
	6/30/01	31
	7/1/01	31
	9/28/01	8
	12/15/01	31
	1/1/02	14	31
For The Period Ended	1/31/02	1	36
	3/15/02	1	23
	4/1/02	17
	4/8/02	21
Filed On / Filed As Of	4/9/02
	6/15/02	31
	12/31/02	33

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Fischer Watt Gold Co Inc · 10KSB · For 1/31/02

Filed On 4/9/02 · SEC File 0-17386 · Accession Number 931731-2-143

Annual Report -- Small Business · Form 10-KSBFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Annual Report -- Small Business · Form 10-KSB
Filing Table of Contents