SPECTRAL CAPITAL Corp - Quarter Report: 2009 March (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
|
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE
|
|
SECURITIES
EXCHANGE ACT OF 1934
|
For the
quarterly period ended March 31, 2009
OR
|
[_]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE
|
|
SECURITIES
EXCHANGE ACT OF 1934
|
For the
transition period from ________ to ________
Commission
File No. 000-50274
FUSA
Capital Corporation
(Exact
name of Registrant as specified in its charter)
|
Nevada
|
510520296
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification Number)
|
|
701 Fifth Avenue,
Suite 4200, Seattle, WA
|
98104
|
|
(Address
of principal executive offices)
|
(Zip/Postal
Code)
|
|
(206)
274-5107
|
|
|
(Telephone
Number)
|
|
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] YES
[ ] NO
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer [ ] | Accelerated Filer [ ] |
| Non Accelerated Filer [ ] (Do not check if smaller reporting company) | Smaller Reporting Company [ X] |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act. [ ] Yes [ X] No
As of
April 30, 2009, there are issued and outstanding only common equity shares in
the amount of 69,947,083 shares, par value $0.0001, of which there is only a
single class.
TABLE
OF CONTENTS
|
PART
I.
|
FINANCIAL
INFORMATION
|
|
|
Item
1.
|
Financial
Statements:
|
|
|
Interim Consolidated Balance Sheet March 31, 2009 (unaudited) and December
31, 2008
|
4
|
|
|
Interim
Consolidated Statements of Operations for the three months and nine months
ended March 31, 2009 and March 31, 2008 and cumulative from
inception on February 9, 2005 through March 31, 2009.
|
5
|
|
|
Interim
Consolidated Statement of Cashflows for the nine months ended March 31,
2009 and March 31, 2008 and cumulative from inception on February 9, 2005
through March 31, 2009.
|
6
|
|
|
Interim
Consolidated Statement of Stockholders’ equity from inception on February
9, 2005 through March 31, 2009
|
7
|
|
|
Notes
to Financial Statements (unaudited)
|
8
|
|
|
Item
2.
|
Plan
of Operation
|
13
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures about market risk
|
19
|
|
Item
4.
|
Controls
and Procedures
|
|
|
Item
4T.
|
Controls
and Procedures
|
19
|
|
|
||
|
PART
II.
|
OTHER
INFORMATION
|
|
|
Item
1.
|
Legal
Proceedings
|
20
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
20
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
20
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders.
|
20
|
|
Item
5.
|
Other
Information
|
20
|
|
Item
6.
|
Exhibits
& Signature
|
20
|
2
FORWARD-LOOKING
STATEMENTS
In
addition to historical information, this Report contains forward-looking
statements. Such forward-looking statements are generally accompanied by words
such as "intends," "projects," "strategies," "believes," "anticipates," "plans,"
and similar terms that convey the uncertainty of future events or outcomes. The
forward-looking statements contained herein are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed in ITEM 2 of this
Report, the section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION." Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof and are in all cases subject to the Company's ability to cure its
current liquidity problems. There is no assurance that the Company will be able
to generate sufficient revenues from its current business activities to meet
day-to-day operation liabilities or to pursue the business objectives discussed
herein.
The
forward-looking statements contained in this Report also may be impacted by
future economic conditions. Any adverse effect on general economic conditions
and consumer confidence may adversely affect the business of the
Company.
FUSA
Capital Corporation undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof. Readers should carefully review the risk factors described in
other documents the Company files from time to time with the Securities and
Exchange Commission.
3
FUSA
CAPITAL CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
MARCH
31, 2009
(unaudited)
|
March
31,
|
December
31
|
|||||||
|
2009
|
2008
|
|||||||
|
(audited)
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
|
$ | 42,411 | $ | 14,366 | ||||
|
Restricted
cash-Note 3
|
11,500 | 11,500 | ||||||
|
Accounts
receivable
|
- | 280 | ||||||
|
Prepaid
expenses
|
500 | 500 | ||||||
|
Total
Current Assets
|
54,411 | 26,648 | ||||||
|
Property
and equipment-net - Note 6
|
13,025 | 14,654 | ||||||
|
Total
Assets
|
$ | 67,436 | $ | 41,300 | ||||
|
LIABILITIES AND STOCKHOLDERS’
EQUITY
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Accounts
payable and accrued liabilities
|
$ | 37,045 | $ | 38,113 | ||||
|
Promissory
note payable
|
50,000 | - | ||||||
|
Total
Current Liabilities
|
87,045 | 38,113 | ||||||
|
STOCKHOLDERS’
EQUITY (DEFICIT)
|
||||||||
|
Preferred
stock, $.0001 par value, 5,000,000 Shares authorized, none
issued
|
- | - | ||||||
|
Common
stock, par value $.0001, 500,000,000 Shares authorized, 69,947,083 issued
and outstanding
(2008-69,947,083
issued and outstanding)
|
6,993 | 6,993 | ||||||
|
Paid
in capital
|
5,549,999 | 5,549,999 | ||||||
|
Deficit
accumulated during the development stage
|
(5,576,601 | ) | (5,553,805 | ) | ||||
|
Total
Stockholders’ Equity (Deficiency)
|
(19,609 | ) | 3,187 | |||||
| $ | 67,436 | $ | 41,300 | |||||
The
accompanying notes are an integral part of the financial
statements
4
FUSA
CAPITAL CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
INTERIM
STATEMENTS OF OPERATIONS
THREE
MONTHS ENDED MARCH 31, 2009 and 2008
(unaudited)
|
Three
Months
|
Three
Months
|
February
9, 2005
|
||||||||||
|
ended
|
ended
|
(Inception)
to
|
||||||||||
|
March
31, 2009
|
March
31, 2008
|
March
31, 2009
|
||||||||||
|
REVENUE
|
||||||||||||
|
Sales
|
$ | 7,813 | $ | 16,842 | $ | 109,092 | ||||||
|
Interest and
other
|
- | - | 2,561 | |||||||||
| 7,813 | 16,842 | 111,653 | ||||||||||
|
OPERATING
EXPENSES
|
||||||||||||
|
Selling,
general and administrative
|
15,289 | 31,991 | 2,427,061 | |||||||||
|
Wages
and benefits
|
10,091 | 41,678 | 734,992 | |||||||||
|
Legal
fees
|
3,600 | - | 265,104 | |||||||||
|
Research
and development-Note 4
|
- | 10,375 | 1,991,195 | |||||||||
|
Beneficial
conversion expense
|
- | - | 230,900 | |||||||||
|
Interest
|
- | - | 1,631 | |||||||||
|
Loss
on disposal of property and equipment
|
- | - | 1,393 | |||||||||
|
Foreign
exchange loss (gain)
|
- | - | 4,047 | |||||||||
|
Depreciation
and amortization
|
1,629 | 2,348 | 31,931 | |||||||||
|
Total
Expenses
|
30,609 | 86,392 | 5,688,254 | |||||||||
|
INCOME
( LOSS) BEFORE INCOME TAXES
|
(22,796 | ) | (69,550 | ) | (5,576,601 | ) | ||||||
|
INCOME
TAX EXPENSE
|
- | - | - | |||||||||
|
NET
INCOME (LOSS)
|
$ | (22,796 | ) | $ | (69,550 | ) | $ | (5,576,601 | ) | |||
|
NET
LOSS PER COMMON SHARE, BASIC
|
$ | (0,00 | ) | $ | (0.00 | ) | ||||||
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
69,947,083 | 64,947,083 | ||||||||||
The
accompanying notes are an integral part of the financial
statements
5
FUSA
CAPITAL CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
INTERIM
STATEMENTS OF CASH FLOWS
THREE
MONTHS ENDED MARCH 31, 2009 and 2008
(Unaudited)
|
Three
Months
|
Three
Months
|
February
9, 2005
|
||||||||||
|
Ended
|
Ended
|
(Inception)
to
|
||||||||||
|
March
31, 2009
|
March
31, 2008
|
March
31, 2009
|
||||||||||
|
OPERATING
ACTIVITIES
|
||||||||||||
|
Net
loss from operations
|
$ | (22,796 | ) | $ | (69,550 | ) | $ | (5,576,601 | ) | |||
|
Adjustments
to reconcile net loss to net Cash (used) by operating
activities:
|
||||||||||||
|
Common
stock issued (cancelled) for compensation
|
- | - | 2,129,250 | |||||||||
|
Common
stock issued for services
|
- | - | 47,000 | |||||||||
|
Stock
options issued for services
|
- | - | 55,669 | |||||||||
|
Beneficial
conversion feature on warrant issuance
|
- | - | 230,900 | |||||||||
|
Depreciation
and amortization
|
1,629 | 2,346 | 31,931 | |||||||||
|
Loss
on disposal of property and equipment
|
- | - | 5,879 | |||||||||
|
Changes
in operating assets and liabilities:
|
||||||||||||
|
Decrease
(increase) in prepaid expenses
|
- | - | (500 | ) | ||||||||
|
Decrease
(increase) in accounts payable and accrued liabilities
|
(1068 | ) | 2,780 | 26,365 | ||||||||
|
Decrease
(increase) in accounts receivable
|
280 | - | ||||||||||
|
Decrease
(increase) in lease deposits
|
- | - | - | |||||||||
|
Total
adjustments
|
841 | 5,126 | 2,526,494 | |||||||||
|
Net
cash (used by) operating activities
|
(21,955 | ) | (64,424 | ) | (3,050,107 | ) | ||||||
|
INVESTING
ACTIVITIES
|
||||||||||||
|
Proceeds
on disposal of capital assets
|
- | - | 494 | |||||||||
|
Acquisition
of property and equipment
|
- | - | (51,327 | ) | ||||||||
|
Net
cash (used by) investing activities
|
- | - | (50,833 | ) | ||||||||
|
FINANCING
ACTIVITIES
|
||||||||||||
|
Cash
received in recapitalization of the company
|
- | - | 184 | |||||||||
|
Proceeds
from issuance of common stock
|
- | 300,000 | 2,212,000 | |||||||||
|
Offering
costs from issuance of stock
|
- | - | (4,000 | ) | ||||||||
|
Increase
(decrease) in promissory notes payable
|
50,000 | - | 946,667 | |||||||||
|
Net
cash provided by financing activities
|
50,000 | 300,000 | 3,154,851 | |||||||||
|
Net
increase (decrease) in cash
|
28,045 | 235,576 | 53,911 | |||||||||
|
Cash,
beginning of period
|
25,866 | 34,005 | - | |||||||||
|
Cash,
end of period
|
$ | 53,911 | $ | 269,581 | $ | 53,911 | ||||||
|
Cash
Summary, December 31
|
||||||||||||
|
Cash
|
$ | 42,411 | $ | 240,831 | $ | 42,411 | ||||||
|
Restricted
Cash
|
11,500 | 28,750 | 11,500 | |||||||||
|
Total
|
$ | 53,911 | $ | 269,581 | $ | 53,911 | ||||||
|
SUPPLEMENTAL
DISCLOSURES OF
|
||||||||||||
|
NON-CASH
INVESTING AND FINANCING ACTIVITIES
|
||||||||||||
|
Non-monetary
net liabilities assumed in a recapitalization of the Company on March 7,
2005:
|
||||||||||||
|
Liabilities
assumed
|
$ | - | $ | - | $ | 102,140 | ||||||
|
Less
cash received
|
- | - | 184 | |||||||||
|
Total
non-monetary net liabilities assumed
|
$ | - | $ | - | $ | 101,956 | ||||||
|
Interest
paid
|
$ | - | $ | - | $ | 1,631 | ||||||
The
accompanying notes are an integral part of the financial statements
6
FUSA
CAPITAL CORPORATION
(A
DEVELOPMENT STAGE COMPANY)
INTERIM
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
|
Deficit
|
||||||||||||||||||||||
|
Common Stock
|
Accumulated
|
|||||||||||||||||||||
|
During
|
Total
|
|||||||||||||||||||||
|
Paid-in
|
Development
|
Stockholders’
|
||||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||||
|
Inception,
Feb 9, 2005, Stock issued for
services
@ $.0001 per share
|
27,000,000 | $ | 2,700 | $ | 6,300 | $ | - | $ | 9,000 | |||||||||||||
|
Net
(Loss), for the period ended March
6,
2005
|
(11,605 | ) | (11,605 | ) | ||||||||||||||||||
|
Balances,
March 6, 2005
|
27,000,000 | 2,700 | 6,300 | (11,604 | ) | (2,605 | ) | |||||||||||||||
|
Restated
Recapitalization March 7, 2005
|
27,447,564 | 2,744 | (104,701 | ) | (101,957 | ) | ||||||||||||||||
|
Shares
issued for cash in a private placement
|
||||||||||||||||||||||
|
March
9, 2005 Stock issued for cash
|
||||||||||||||||||||||
|
@
$.34 per share
|
300,000 | 30 | 99,970 | 100,000 | ||||||||||||||||||
|
March
31, 2005 Stock issued for cash
|
||||||||||||||||||||||
|
@
$.34 per share
|
390,000 | 39 | 129,961 | 130,000 | ||||||||||||||||||
|
April
5, 2005 Stock issued for cash
|
||||||||||||||||||||||
|
@
$.34 per share
|
60,000 | 6 | 19,994 | 20,000 | ||||||||||||||||||
|
April
15, 2005 Stock issued for cash
|
||||||||||||||||||||||
|
$.34
per share
|
120,000 | 12 | 39,988 | 40,000 | ||||||||||||||||||
|
April
21, 2005 Stock issued for cash
|
||||||||||||||||||||||
|
@
$.34 per share
|
60,000 | 6 | 19,994 | 20,000 | ||||||||||||||||||
|
Offering
costs
|
(4,000 | ) | (4,000 | ) | ||||||||||||||||||
|
Beneficial
conversion feature-
|
||||||||||||||||||||||
|
930,000
warrants issued in above PPM
|
230,900 | 230,900 | ||||||||||||||||||||
|
Shares
issued as compensation
|
||||||||||||||||||||||
|
June
15, 2005 Stock issued @ FMV of
|
||||||||||||||||||||||
|
$.89
per share
|
1,200,000 | 120 | 1,066,380 | 1,066,500 | ||||||||||||||||||
|
July
29, 2005 Stock issued @ FMV of
|
||||||||||||||||||||||
|
$1.02
per share
|
900,000 | 90 | 917,910 | 918,000 | ||||||||||||||||||
|
September
21, 2005 Stock issued
|
||||||||||||||||||||||
|
@
FMV of $1.22 per share
|
600,000 | 60 | 731,940 | 732,000 | ||||||||||||||||||
|
September
22, 2005 Stock issued
|
||||||||||||||||||||||
|
@
FMV of $1.21 per share
|
50,000 | 5 | 60,495 | 60,500 | ||||||||||||||||||
|
October
26, 2005 Stock issued
|
||||||||||||||||||||||
|
@
FMV of $1.19 per share
|
25,000 | 3 | 29,748 | 29,750 | ||||||||||||||||||
|
November
10, 2005 Stock issued
|
||||||||||||||||||||||
|
@
FMV of $.89 per share
|
50,000 | 5 | 54,495 | 54,500 | ||||||||||||||||||
|
Stock
options issued for
|
||||||||||||||||||||||
|
Compensation
to non-employees
|
||||||||||||||||||||||
|
April
18, 2005 120,000 options vested
|
||||||||||||||||||||||
|
@
FMV of $.32 per share
|
38,298 | 38,298 | ||||||||||||||||||||
|
April
18, 2005 21,819 options vested
|
||||||||||||||||||||||
|
@
FMV of $.40 per share
|
8,643 | 8,643 | ||||||||||||||||||||
|
Loss
for the period from March 6, 2005
|
||||||||||||||||||||||
|
to
March 31, 2006
|
(4,079,552 | ) | (4,079,552 | ) | ||||||||||||||||||
|
Balances,
December 31, 2005
|
58,202,564 | $ | 5,820 | $ | 3,346,315 | $ | (4,091,157 | $ | (739,022 | ) | ||||||||||||
|
Stock
options issued for
|
||||||||||||||||||||||
|
Compensation
to non-employees
|
||||||||||||||||||||||
|
January
1, 2006 7,273 options vested
|
||||||||||||||||||||||
|
@
FMV $.41 per share
|
2,996 | 2,996 | ||||||||||||||||||||
|
April
7, 2006, 21,819 options vested @
|
||||||||||||||||||||||
|
FMV
of $.40 per share
|
8,728 | 8,728 | ||||||||||||||||||||
|
Shares
issued for services to non-
|
||||||||||||||||||||||
|
employees
|
||||||||||||||||||||||
|
May
24, 2006, stock issued for FMV of
|
||||||||||||||||||||||
| $1.40 | 10,000 | 1 | 13,999 | 14,000 | ||||||||||||||||||
|
December
11, 2006, stock issued for FMV of
|
||||||||||||||||||||||
| $.96 | 25,000 | 3 | 23,997 | 24,000 | ||||||||||||||||||
|
Shares
issued for cash in a private
|
||||||||||||||||||||||
|
placement
|
||||||||||||||||||||||
|
February
16, 2006 Stock issued for cash
|
||||||||||||||||||||||
|
@
$1.00 per share
|
400,000 | 40 | 399,960 | 400,000 | ||||||||||||||||||
|
May
24, 2006 Stock issued for cash
|
||||||||||||||||||||||
|
@
$.75 per share
|
200,000 | 20 | 149,980 | 150,000 | ||||||||||||||||||
|
June
5, 2006 Stock issued for cash
|
||||||||||||||||||||||
|
@
$.75 per share
|
133,334 | 13 | 99,987 | 100,000 | ||||||||||||||||||
|
August
16, 2006 Stock issued for cash
|
||||||||||||||||||||||
|
@
$.75 per share
|
42,670 | 4 | 31,996 | 32,000 | ||||||||||||||||||
|
August
23, 2006 Stock issued for cash
|
||||||||||||||||||||||
|
@
$.75 per share
|
93,340 | 9 | 69,991 | 70,000 | ||||||||||||||||||
|
October
20, 2006 Stock issued for cash
|
||||||||||||||||||||||
|
@$.75
per share
|
133,334 | 13 | 99,987 | 100,000 | ||||||||||||||||||
|
December
18,2006 Stock issued for cash
|
||||||||||||||||||||||
|
@.75
per share
|
133,334 | 13 | 99,987 | 100,000 | ||||||||||||||||||
|
Shares
exchanged for debt
|
||||||||||||||||||||||
|
February
2, 2006 Stock issued for cash
|
||||||||||||||||||||||
|
@
$.91 per share
|
1,073,507 | 107 | 985,026 | 985,133 | ||||||||||||||||||
|
Cancellation
of share issued as
|
||||||||||||||||||||||
|
compensation
to employees
|
(600,000 | ) | (60 | ) | (731,940 | ) | (732,000 | ) | ||||||||||||||
|
Loss
for the period ended
|
||||||||||||||||||||||
|
December
31, 2006
|
(435,407 | ) | (435,407 | ) | ||||||||||||||||||
|
Balances,
December 31, 2006
|
59,847,083 | 5,983 | 4,601,009 | (4,526,564 | ) | 80,428 | ||||||||||||||||
|
Shares
issued for cash in a private
|
||||||||||||||||||||||
|
placement
|
||||||||||||||||||||||
|
February
20, 2007 Stock issued for cash
|
||||||||||||||||||||||
|
@
$.75 per share
|
200,000 | 20 | 149,980 | 150,000 | ||||||||||||||||||
|
May
20, 2007 Stock issued for cash
|
||||||||||||||||||||||
|
@
$.60 per share
|
250,000 | 25 | 149,975 | 150,000 | ||||||||||||||||||
|
July
10, 2007 Stock issued for cash
|
||||||||||||||||||||||
|
@
$.40 per share
|
250,000 | 25 | 99,975 | 100,000 | ||||||||||||||||||
|
August 22,
2007 Stock issued for cash
|
||||||||||||||||||||||
|
@
$.25 per share
|
400,000 | 40 | 99,960 | 100,000 | ||||||||||||||||||
|
November
16, 2007 Stock issued for
|
||||||||||||||||||||||
|
Cash
@ $.10 per share
|
1,500,000 | 150 | 149,850 | 150,000 | ||||||||||||||||||
|
Loss
for the year ended
|
||||||||||||||||||||||
|
December
31, 2007
|
(726,059 | ) | (726,059 | ) | ||||||||||||||||||
|
Balances,
December 31, 2007
|
62,447,083 | 6,243 | 5,250,749 | (5,252,623 | ) | 4,369 | ||||||||||||||||
|
Shares
issued for cash in a private
|
||||||||||||||||||||||
|
placement
|
||||||||||||||||||||||
|
January
15, 2008 Stock issued for cash
|
||||||||||||||||||||||
|
@
$.04 per share
|
7,500,000 | 750 | 299,250 | 300,000 | ||||||||||||||||||
|
Loss
for the period
|
||||||||||||||||||||||
|
December
31, 2008
|
(301,182 | ) | (301,182 | ) | ||||||||||||||||||
|
Balances,
December 31, 2008
|
69,947,083 | 6,993 | 5,549,999 | (5,553,805 | ) | 3,187 | ||||||||||||||||
|
Loss
for the period
|
(22,796 | ) | (22,796 | ) | ||||||||||||||||||
|
Balances,
March 31, 2009
|
69,947,083 | 6,993 | 5,549,999 | (5,576,601 | ) | (19,609 | ) | |||||||||||||||
The
accompanying notes are an integral part of the financial statements
7
FUSA
CAPITAL CORPORATION
(A
Development Stage Company)
Notes
to Interim Financial Statements
March
31, 2009
Note 1 – Interim
Reporting
The
accompanying unaudited interim consolidated financial statements have been
prepared by FUSA Capital Corporation ( the “Company” pursuant to the rules and
regulations of the United States Securities and Exchange
Commission. Certain information and disclosures normally included in
annual financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted pursuant to such rules and regulations. In the opinion of
management, all adjustments and disclosures necessary for a fair presentation of
these financial statements have been included. Such adjustments
consist of normal recurring adjustments. These interim consolidated financial
statements should be read in conjunction with the audited financial statements
of the Company for the fiscal year ended December 31, 2008.
The
results of operations for the three months ended March 31, 2009 are not
indicative of the results that may be expected for the full year
Note 2 – General
Organization and Business
Galaxy
Championship Wrestling Inc., a development stage company, was incorporated on
September 13, 2000 under the laws of the State of Nevada and changed its name to
Fusa Capital Corporation on June 17, 2005. On March 7, 2005, the
Company acquired all of the issued and outstanding shares of Fusa Technology
Investments, Inc., a development stage Nevada Corporation , formed on February
9, 2005, under the laws of the State of Nevada. For accounting purposes, the
transaction was accounted for as a recapitalization such that the historical
transactions of the acquired company, were carried forward.
The
Company is in the business of developing internet search engine
technology. It has limited revenue and in accordance with SFAS # 7,
is considered to be in the development stage.
Note 3 – Significant accounting policies
Use
of estimates
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results
could differ from these estimates.
Restricted
cash
At March
31, 2009 current assets include restricted cash of $11,500 (December 31
2008-$11,500), which is held as short term, interest bearing collateral to
support a bank credit facility for the Company.
Cash
Equivalents
The
Company considers all highly liquid investments with the original maturities of
three months or less to be cash equivalents.
Financial
instruments
The fair
value of cash, accounts payable and accrued liabilities are comparable to the
carrying amounts thereof given their short-term maturity.
Concentrations
of credit risk
The
Company is subject to concentrations of credit risk on their temporary cash
investments due to the use of a limited number of banking institutions. The
Company mitigates this risk by placing temporary cash investments with major
financial institutions, which have all been accorded high ratings by primary
rating agencies.
8
FUSA
CAPITAL CORPORATION
(A
Development Stage Company)
Notes
to Interim Financial Statements
March
31, 2009
Advertising
Costs
We
expense all advertising, promotion and marketing costs as they so far have not
included any direct- response advertising costs requiring
capitalization. Non direct and related costs incurred during the
three months ended March 31, 2009 within this category, which are included in
selling, general and administrative expense, amounted to approximately $nil (
2008-$644).
Stock-based
compensation
As
permitted by SFAS No. 123, Accounting for Stock-Based Compensation, the Company has elected
to follow Accounting Principles Board Opinion (“APB”) No. 25, Accounting for Stock Issued to Employees, and related
interpretations in accounting for its stock-based compensation to employees.
Under APB No. 25, when the exercise price of the Company’s employee stock
options is equal to or greater than the fair value of the underlying stock on
the date of grant, no compensation expense is recognized.
In
December 2004, the FASB issued SFAS 123R, Share Based Payments. SFAS 123R is applicable to
transactions in which an entity exchanges its equity instruments for goods and
services. It focuses primarily on transactions in which an entity obtains
employee services in share-based payment transactions. SFAS No. 123R supersedes
the intrinsic value method prescribed by APB No. 25, requiring that the fair
value of such equity instruments be recorded as an expense as services are
performed. Prior to SFAS 123R, only certain pro forma disclosures of accounting
for these transactions at fair value were required. SFAS 123R will be effective
for the first quarter 2007 financial statements, and
permits varying transition methods including retroactive adjustment of prior
periods or prospective application beginning in 2007. The Company
will adopt SFAS 123R using the modified prospective method effective January 1,
2007. Under this transition method the Company began recording stock option
expense prospectively, starting in first quarter 2007.
For stock
based compensation to non-employees, the Company is required to follow SFAS No.
123, which requires that stock awards granted to directors, consultants and
other non-employees be recorded at the fair value of the award
granted.
Research
and development costs
Pursuant
to SFAS No. 2, "Accounting for Research and Development Costs," our research and
development costs, which relate to the development of software to be used in our
search engine technology, were expensed as technological feasibility of the
software had not been reached as of March 31, 2009.
The cost
of materials and equipment that are acquired for research and development
activities and that have alternative future uses are capitalized when acquired,
such as computer equipment.
9
FUSA
CAPITAL CORPORATION
(A
Development Stage Company)
Notes
to Interim Financial Statements
March
31, 2009
Property
and equipment
Property
and equipment are recorded at cost. Depreciation is provided over the
estimated useful lives of the related assets using the straight-line method and
the half year convention. Estimated useful lives for property and equipment
categories are as follows:
|
Furniture
and fixtures
|
7
years
|
|
Computer
systems
|
5
years
|
|
Leasehold
improvements
|
Lease
term
|
Long
lived assets are tested for impairment whenever events or changes in
circumstances indicate their carrying amount may not be
recoverable. The determination of any impairment loss includes a
comparison of estimated undiscounted future cash flows anticipated to be
generated during the remaining life of the asset or group of assets to the net
carrying value of the asset or group of assets. Where the net
carrying amount of the asset or the group of assets is less than the
undiscounted future cash flows, an impairment loss is recognized.
Income
taxes
Deferred
tax liabilities and assets are determined based on the differences between the
book values and the tax bases of assets and liabilities, using tax rates in
effect for the years in which the differences are expected to reverse. A
valuation allowance is provided to offset any deferred tax asset if, based upon
the available evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized.
Foreign
currency transactions
The
business of the Company from Canada involves incurring a substantial number of
operational transactions in Canada for which it transacts payments in Canadian
currency through a bank account maintained for that purpose. Included in such
transactions are payments for salaries, rent, consulting and many other
expenses. At the time of payment, each Canadian disbursement is translated into
the U. S. dollar equivalent amount and an exchange gain or loss on currency is
recorded at that time. During the period ended March 31, 2009, the currency
exchange transactions resulted in a (loss) gain of $ (740) (2008 –$(25). As of
March 31, 2009, the Canadian bank account balance, which was the only account
balance maintained in foreign currency at that date was converted into a U. S.
dollar equivalent amount.
Revenue
recognition
The
company recognizes revenues when products are fully delivered or services have
been provided and collection is reasonably assured.
10
FUSA
CAPITAL CORPORATION
(A
Development Stage Company)
Notes
to Interim Financial Statements
March
31, 2009
Note 4 - Going concern
The
Company's financial statements are prepared using the accounting
principles generally accepted in the United States of America applicable to a
going concern, which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
has not commenced its planned principal operations and has not generated
significant revenues. It has incurred a significant operating loss as of March
31, 2009.
The
Company is dependent upon its ability to secure equity and/or debt financing and
there are no assurances that the Company will be successful. Without sufficient
financing, completion of the technology and achievement of profitable operations
thereby, it would be unlikely for the Company to continue as a going concern.
Management’s plan is to complete the development of its video and audio search
engine technology and to utilize it as an internet service for
profit.
Note 5 – Related party transactions
During
the period ended March 31, in lieu of paying its technology officer’s his earned
compensation directly of $8,001 ( 2008- $ 10,375), it paid it to a consulting
company owned by the Officer. This amount relates principally to his efforts
through March 31, 2009, in furthering the development of the Company’s video and
audio search engine technology, accordingly, the entire amount was included in
research and development expense.
Note 6 - Property and equipment
A summary
of property and equipment as of March 31, 2009 and December 31, 2008
follows:
|
Net
Book
|
||||||||||||||||
|
Accumulated
|
Value
|
|||||||||||||||
|
Cost
|
Depreciation
|
2009
|
2008
|
|||||||||||||
|
Furniture
and fixtures
|
$ | 8,228 | $ | 4,516 | $ | 3,712 | $ | 4,005 | ||||||||
|
Computer
systems
|
26,713 | 17,400 | 9,313 | 10,649 | ||||||||||||
|
Leasehold
improvements
|
8,621 | 8,621 | - | - | ||||||||||||
| $ | 43,562 | $ | 30,537 | $ | 13,025 | 14,654 | ||||||||||
11
FUSA
CAPITAL CORPORATION
(A
Development Stage Company)
Notes
to Interim Financial Statements
March
31, 2009
Note 7 – Promissory Note
Payable
The
promissory note payable bears interest at 10% per annum and is due December 31,
2009. At the option of the note holder, the promissory note payable balance
outstanding, with any accrued interest, may be converted into common shares of
the company. The number of shares issued will be calculated at a per share
conversion price of $0.005.
Note 8 – Issuance of Common Stock
In
February 2006, all of the advances included as debt on the December 31, 2005
consolidated balance totaling $985,133 were converted to equity through the
issuance of a total of 1,073,507 shares of restricted common stock.
During
the year ended December 31, 2007, the company issued 2,600,000 (2006-1,209,346)
shares of common stock for proceeds of $ 650,000 ( 2006-$952,000).
During
the year ended December 31, 2007, the company issued nil (2006-10,000) shares of
common stock for services rendered. The resulting value of stock compensation of
$ nil ( 2006-$14,000) has been included in selling, general and administrative
expenses and also included as a component of shareholders’ equity as at December
31, 2007.
During
the year ended December 31, 2007, the company issued nil (2006-25,000) shares of
common stock to a director of the company for services rendered. The resulting
value of stock compensation of nil ( 2006-$ 24,000) has been included in
selling, general and administrative expenses and also included as a component of
shareholders’ equity as at December 31, 2007.
In
addition during the year ended December 31, 2007, the company cancelled nil
(2006-600,000) shares of common stock which had previously been issued for
services rendered. The previously recorded value of stock
compensation of nil ( 2006-$ 722,000) has been credited to research and
development expenses and included as a component of shareholders’
equity as at December 31, 2007.
During
the year ended December 31, 2008 the company issued 7,500,000 shares of common
stock for cash consideration of $ 300,000
Note
9 Technology License
Agreement
During
the year ended December 31, 2008, the company entered into a technology license
agreement with Minerva Technologies Pvt. Ltd. to acquire a perpetual,
fully-paid, royalty free exclusive license
to technology Minerva has related to the
Argon Search Engine Software. As consideration for the license,
the company has agreed to pay Minerva a one-time license fee of 23,000,000
shares of common stock of the company. To March 31, 2009, the shares have not
yet been issued.
12
|
Item
2.
|
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
The
following discussion and analysis of our financial condition and results of our
operations should be read in conjunction with our financial statements and
related notes appearing elsewhere in this report. This discussion and analysis
contains forward-looking statements that involve risks, uncertainties and
assumptions. The actual results may differ materially from those anticipated in
these forward-looking statements.
OVERVIEW
We are a
development stage technology company focused on the refinement and marketing of
a comprehensive suite of media search engine technologies. Our objective is to
maintain the media search engine properties and technologies we currently have
and to eventually enhance and grow those properties and technologies. We
currently operate the website newstowatch.com.
Newstowatch.com is a
breaking news discovery service that programatically reads thousands of current
news stories and intelligently categorizes, organizes and ranks the most popular
stories and topics from around the web. We also operate the
consumer media search websites searchforvideo.com,
podanza.com and
iheard.com. We
hope to be able to maintain our existing suite of on-line properties and
technologies through the current challenging financial environment and to
eventually be able to expand and grow our web properties and technologies in the
future.
13
CORPORATE
HISTORY AND DEVELOPMENT
We were
incorporated in the State of Nevada on September 13, 2000 as Galaxy Championship
Wrestling, Inc., a media and entertainment company focused on developing,
producing and marketing live entertainment in the professional wrestling
sphere.
On March
31, 2004, unable to generate sufficient revenues to sustain our professional
wrestling business, we ceased operations in this field and began exploring other
business opportunities.
Also on
March 31, 2004 our controlling shareholders entered into a certain private stock
purchase agreement, wherein they sold an aggregate of 5,750,000 of our common
shares, representing a sixty-two and seventeen twentieths percent (62.85%)
controlling interest, to an unrelated third party.
By
certificate of amendment filed June 17, 2004, we changed our name from Galaxy
Championship Wrestling, Inc. to FUSA Capital Corporation.
During
the period from March 31, 2004 until March 7, 2005 we had no meaningful
operations and did not carry on any active business, focusing instead on
identifying and evaluating the merits of alternative potential business and
acquisition opportunities which might allow us to restart
operations.
On March
7, 2005 we entered into a certain plan and agreement of reorganization with FUSA
Technology Investments Corp. ("FTIC"), a Nevada corporation engaged in the
emerging growth field of audio and video search engine technology, whereby we
acquired all of the issued and outstanding capital stock of FTIC in addition to
obtaining certain intellectual property concepts related to search engine
technology as developed by FTIC and its principals.
On April
22, 2005, our board of directors declared a three-for-one common stock dividend,
wherein each holder of record of our common shares as of May 3, 2005 received
two additional shares for each common share then held. Unless otherwise noted,
all references to the number of common shares included in this annual report on
Form 10-K for the fiscal year ended December 31, 2008 are stated on a
post-dividend basis. Per share amounts have also been restated to reflect the
common share dividend.
Since
April, 2005, we have been engaged continuously in the development and operation
of consumer focused media search engine technologies and portals. During the
last six months of 2008, we began to substantially curtail our operations and
ongoing technology development as a consequence of (i) having completed a
substantial portion of our planned principal technology development work and
(ii) being unable to raise sufficient funds through revenue or sales of debt or
equity securities to continue our previous levels of operation and
development.
14
We have
consistently lost money on our on-line consumer media properties due to the
expenses involved in hosting, promotion, development and management of those
sites. In an effort to maintain as much traffic as possible on our
most popular media site, www.searchforvideo.com, which is also
responsible for a large proportion of our expenses, we contracted with Brass
Consulting Ltd. to maintain the site in exchange for net revenue produced from
the site. This agreement is cancellable after 30 days
notice. This agreement allows us to maintain www.searchforvideo.com in the absence
of adequate personnel or financial resources and to preserve its value for the
future when we may have sufficient resources to maintain the site ourselves and
grow its user base and revenue potential.
Our
principal executive offices are located at 701 Fifth Avenue, Suite 4200,
Seattle, Washington 98104. Our phone number is (888)366-6115.
The
Company’s fiscal year end is December 31.
RESULTS
OF OPERATIONS
Financial
Condition and Liquidity
Our
financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We have limited capital
resources. In the period from February 9, 2005 (Date of Inception) to March 31,
2009, the Company generated $111,653 in revenues and posted a net loss of
$5,576,601 resulting from costs of general and administrative expenses, website
development stock compensation and interest expenses. The Company is considered
a development stage company.
15
Cash and Working
Capital
The
Company's cash balance as of March 31, 2009 was $42,411, as compared to the cash
balance of $14,366 as of December 31, 2008.
Three Month Period Ending
March 31, 2009
Operating
expenses for the three month period ended March 31, 2009 totaled $30,609 and
from inception to the period ended March 31, 2009 totaled $5,688,254. The
company experienced a net loss of $22,796 and $5,576,601 for the three month
period ended March 31, 2009 and from inception to period ended March 31, 2009,
respectively, against $111,653 in revenue, $109,092 from operations and $2,561
from interest in the entire period and $7,813 in revenue, consisting of $7,813
in revenues from sales and $0 in interest for the three month period ending
March 31, 2009. The major expenses during this three month period were for
general and administrative expenses, legal and accounting fees.
Revenues
decreased during the period as compared with comparable periods in
2008. We believe this was due to a lack of funds to pay for marketing
to support traffic to our Internet websites. Less traffic leads to
less revenue from advertising on our sites.
The
earnings per share (fully diluted -- weighted average) consisted of a net loss
of $0.00 for the three month period ended March 31, 2009.
For the
three month period ended March 31, 2009, net cash used in operating activities,
consisting mostly of loss from operations was $21,955. For the period from
inception to March 31, 2009, net cash used in operating activities, consisting
mostly of loss from operations was $3,050,107.
For the
period from inception to March 31, 2009, net cash resulting from financing
activities was in the amount of $3,154,851. Cash proceeds from the
sale of common stock during the three month period ending March 31, 2009 were
$50,000.
Our
capital resources have been limited. We have not yet generated sufficient
revenues to cover our expenses, and to date have relied on the sale of equity
and related party loans for cash required for our activities. No investment
banking agreements are in place and there is no guarantee that the company will
be able to raise capital in the future should that become
necessary.
16
Future
Financings
We
anticipate that if we pursue any additional financing, the financing would be an
equity financing achieved through the sale of our common stock. We do not have
any arrangement in place for any debt or equity financing. If we are successful
in completing an equity financing, existing shareholders will experience
dilution of their interest in our company.
Off Balance Sheet
Arrangements
We have
no significant off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
stockholders.
Significant
Contingencies
Our
financial statements have been prepared assuming we will continue as a going
concern. Our independent auditors have made reference to the substantial doubt
about our ability to continue as a going concern in their report of independent
registered public accounting firm on our audited financial statements for the
year ended December 31, 2008. Our continuation is dependent upon the ability of
the Company to generate profitable operations in the future and/or to obtain the
necessary financing to meet its obligations and pay its liabilities arising from
normal business operations when they come due. The outcome of these matters
cannot be predicted with any certainty at this time and raise substantial doubt
that the Company will be able to continue as a going concern.
PLAN OF
OPERATION
Over the
next six to twelve months we intend to maintain our current web properties and
make whatever modest efforts we are capable of, given our limited resources, to
slow the deterioration of user traffic on these properties while we search for
additional financing to allow us to promote and update our
properties. We believe our sites, www.newstowatch.com, www.searchforvideo.com,
www.iheard.com and www.podanza.com, will continue to deteriorate in spite of
consumers recognizing the unique content, ease-of-use, speed of search tools and
quality of indexed content due to lack of promotion and updating of the
properties. We will not be able to expand our participatory
media offerings over the course of the year due to lack of
resources. It is believed that the combination of the growth of our
participatory media website, www.Newstowatch.com and the organic growth of our
other consumer portals could increase the company’s overall value by increasing
its assets and marketability if we had the resources to promote and update our
properties. In the absence of additional resources, our properties
are likely to continue to have their user traffic deteriorate.
We
currently produce a small amount of advertising revenue that we have derived
during the principal development phase of our various consumer
portals. Not only will this revenue not be enough to make us cash
flow positive, we have also signed an agreement where virtually all of our small
revenues will go to Brass Consulting Ltd. in exchange for maintaining www.searchforvideo.com. Of
course, we can cancel this agreement at any time and we hope to do so, as soon
as financing and market conditions improve and we can raise the resources
necessary to service, promote and update our sites. There can be no
assurance such resources will be forthcoming and we have no understandings with
any potential investors or partners regarding the same.
We also
anticipate spending much less on operations and salaries and costs related to
marketing and no money related to research and development over the course of
the next twelve months now that principal development on our consumer portals
has been completed and we lack the resources to improve or promote our
properties . We anticipate our largest expenses will be hosting, administrative,
legal and accounting expenses, payments of our www.searchforvideo.com revenue to
Brass Consulting Ltd. and the salary of our chief executive officer, Jenifer
Osterwalder.
17
Our
twelve-month plan requires us to accomplish the following steps:
|
|
·
|
Minimizing
the deterioration of user traffic on our
websites;
|
|
|
·
|
Raise
additional funds in order to promote and improve our
sites;
|
|
|
·
|
Compile
usage statistics for our websites;
|
|
|
·
|
Raise
funds to enhance our participatory media capabilities and to promote the
associated community of
www.Newstowatch.com;
|
|
|
·
|
Develop
rapport with likely strategic partners ;
and
|
|
|
·
|
Terminate
our consulting arrangement with Brass Consulting Ltd. and take back the
operation of www.searchforvideo.com as soon
as we have sufficient
resources.
|
18
Foreign
Currency and Credit Risk. The Company has no significant
off-balance-sheet concentrations of credit risk such as foreign exchange
contracts, options contracts or other foreign hedging arrangements. The
Company’s reporting currency is the US Dollar. We do undertake
software development expenses in Canada which must be paid in Canadian dollars
and are subject to cost variations based in currency rate
fluctuations.
Fair
Value of Financial Instruments. The carrying value of the Company's
financial instruments, including prepaid expenses, related party receivables,
accounts payable and accrued liabilities at March 31, 2009 and 2008 approximates
their fair values due to the short-term nature of these financial
instruments.
ITEM
4. CONTROLS AND PROCEDURES
(a)
Evaluation of disclosure controls and procedures.
Under the
supervision and with the participation of our
management, including our principal executive officer and principal
financial officer, we conducted an evaluation of our
disclosure controls and procedures, as such
term is defined under Rule 13a-15(e) promulgated under the
Securities Exchange Act of 1934, as
amended (the Exchange Act). As a
result of this evaluation, we identified
material weaknesses in
our internal control
over financial reporting as of December 31,
2007. Accordingly, we concluded that our
disclosure controls and procedures were not effective as of December
31, 2008.
As
required by SEC Rule 15d-15(b), our
Chief Executive Officer carried out an
evaluation under the supervision and with
the participation of our management, of the effectiveness of the
design and operation of our disclosure controls and
procedures pursuant to Exchange Act
Rule 15d-14 as of the end of the period covered by this report. Based
on the foregoing evaluation, our Chief Executive Officer
has concluded that
our disclosure controls and procedures are
not
effective in timely alerting them
to material information required to
be included in our periodic SEC filings and to ensure that
information required to be disclosed in our periodic SEC filings is
accumulated and communicated to our management, including
our Chief Executive Officer, to allow
timely decisions
regarding required disclosure as a result of
the deficiency in our internal control over financial
reporting discussed below.
The
material weakness identified in our
annual report on Form 10-K for the
year ended December 31, 2008
was related to a lack of an accounting staff
resulting in a lack of segregation of duties and accounting technical
expertise necessary for an effective system of internal control.
(b)
Changes in internal control over financial reporting.
There
were no changes in our internal control over financial reporting that occurred
during the period covered by this Quarterly Report on Form 10-Q that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
ITEM
4T. CONTROLS AND PROCEDURES
Management's
Quarterly Report on Internal Control over Financial Reporting.
Management's assessment of the effectiveness of
the registrant's internal control over
financial reporting is as of the period ended March 31, 2009. Based
on the evaluation, management concluded that there is a material weakness in our
internal control over financial reporting. The material weakness
relates to the monitoring and review of work performed by
contracted accounting personnel in the preparation of
audit and financial statements, footnotes and financial data provided
to FUSA’s registered public accounting firm in connection with the
annual audit. Our lack of an accounting staff results in a lack of segregation
of duties and accounting technical expertise necessary for
an effective system
of internal control.
A material weakness is a control deficiency, or combination of control
deficiencies, in
ICFR such that there is
a reasonable possibility that a
material misstatement of our annual or interim financial statements
will not be prevented or detected on a timely basis
by employees in the normal course of their
assigned functions.
Notwithstanding this material weakness, we believe that the financial statements included
in this report fairly present, in all material
respects, our
financial position and results of operations as of and for the
period ended March 31, 2009.
Remediation of
Material Weakness
As
discussed in Management's Annual Report on
Internal Control over Financial
Reporting, as of
December 31, 2008, there
were material weaknesses in our
internal control over financial reporting. We
are in the process of analyzing our processes for all business units and
the establishment of formal policies
and procedures with necessary segregation of
duties, which will establish
mitigating controls to compensate for the risk due to lack
of segregation of
duties. In addition, we
are evaluating the necessary steps
to improve our controls over financial reporting and we
are in the initial planning phase of upgrading, where possible, certain of our information technology systems
impacting financial reporting.
Through
these steps, we believe we are addressing the deficiencies that affected our
internal control over financial reporting as of December
31, 2008 and March 31,
2009. However, the effectiveness of
any system of internal controls is subject to
inherent limitations and there can be no assurance that our internal
control over financial reporting will prevent or detect all
errors. Because the remedial actions require hiring of
additional personnel, upgrading certain of our
information technology systems, and relying extensively on manual review and
approval, the successful operation of
these controls for at least several
quarters may be
required before management may be able to
conclude that the material weakness has been remediated.
The
aggregate costs of remediation are estimated to be $150,000 or more on an annual
basis to hire the requisite accounting staff.
Changes
in Internal Control Over Financial Reporting.
There was
no change in
our internal control over financial reporting that
occurred during the period ended March 31, 2009, that has materially affected,
or is reasonably likely to materially affect, our internal
control over financial reporting.
19
PART
II OTHER INFORMATION
Item
1. Legal Proceedings
Not
Applicable
Item
2. Unregistered Sales of Securities and Use of Proceeds
During
the nine month period ending March 31, 2009, the Company borrowed $50,000 from
various shareholders at 10% annual interest. The debt is convertible at the
option of the holder into the Company’s common stock at the per share price of
$0.005. The debt is due by December 31,2009.
Item
3. Defaults Upon Senior Securities
Not
Applicable
Item
4. Submission of Matters to a Vote of Security Holders
Not
Applicable
Item
5. Other Information
Not
applicable.
Item
6. Exhibits and Reports on Form 8-K
(a) LIST
OF EXHIBITS
|
Exhibits
|
|
|
3.1
|
Articles
of Incorporation of the Company filed September 13, 2000 and Amendments
thereto, incorporated by reference to the Registration Statement on Form
10-SB, as amended, previously filed with the SEC.
|
|
3.2
|
By-Laws
of the Company adopted September 13, 2000 , incorporated by reference to
the Registration Statement on Form 10-SB, as amended, previously filed
with the SEC.
|
|
10.1
|
Technology
License Agreement between the Company and Minerva Technologies Pvt. Ltd.
Dated August, 23, 2007, incorporated by reference to the Company’s Current
Report on Form 8K, previously filed with the SEC on August 27,
2007.
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act
of 2002
|
|
32.1
|
Certification
of the Company’s Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
(b)
REPORTS ON FORM 8-K
None.
20
SIGNATURE
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
FUSA
Capital Corporation
|
|
|
/s/ Jenifer
Osterwalder
|
|
|
Jenifer
Osterwalder
|
|
|
Chief
Executive Officer
|
|
|
(Duly
Authorized Officer and Principal
|
|
|
Financial
and Accounting Officer)
|
|
Dated:
June 3, 2009
21