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PS: und es sind +17,14% das Pluszeichen ist sehr sehr wichtig, soviel Zeit muss sein *gins*
hören ???? 
habe ich da was verpasst, Technisch meine ich und wenn ja, bitte ich um Aufklärung, wie kann ich mein Lappi Technisch umrüsten, so das ich hier nicht mehr Lesen brauch, sondern die Postings nur noch abhören brauch, lesen ist immer sooooo anstrengend und Ermüdet für meine Augen ... *fg* 
Optionen
| Boardmail an "Börsenspinner" |
Wertpapier: Spectral Capital Corp |
Optionen
| Boardmail an "Börsenspinner" |
Wertpapier: Spectral Capital Corp |
ich frag emich immer, wie die ihr geld denn verdienen? genau wie google? woher bekommen die letzendlich ihr geld?
Optionen
| Boardmail an "Börsenspinner" |
Wertpapier: Spectral Capital Corp |
auf der anderen seite vom Teich, bekommen anscheinend das Holz nicht zum brennen um uns mit Rauchzeichen zu Signalisieren, was Fusa macht.
Optionen
| Boardmail an "Börsenspinner" |
Wertpapier: Spectral Capital Corp |
Optionen
| Boardmail an "Jorgos" |
Wertpapier: Spectral Capital Corp |
Solong Hold on
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(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, 2007
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)
1420 Fifth Avenue, 22nd Floor, Seattle, WA
98101
(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
State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date. There were 59,913,749 common stock shares, par value $0.0001, as of March 31, 2007.
TABLE OF CONTENTS
PART I.
FINANCIAL INFORMATION
Item 1.
Financial Statements:
Condensed Consolidated Balance Sheet March 31, 2007 (unaudited)
4
Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2007 and cumulative from inception on February 9, 2005 through March 31, 2007.
5
Unaudited Condensed Consolidated Statement of Cashflows for the three months ended March 31, 2007 and cumulative from inception on February 9, 2005 through March 31, 2007.
6
Consolidated Statement of Stockholders’ equity from inception on February 9, 2005 through March 31, 2007
7
Notes to Financial Statements (unaudited)
8
Item 2.
Plan of operation
13
Item 3
Controls and Procedures
17
PART II
OTHER INFORMATION
Item 1
Legal Proceedings
18
Item 2
Changes in Securities and Small Business Issuer Purchases of Equity Security
18
Item 3
Defaults Upon Senior Securities
18
Item 4
Submission of Matters to a Vote of Security Holders.
18
Item 5
Other Information
18
Item 6
Exhibits and Reports on Form 8-K
18
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.
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
The accompanying un audited financial statements have been prepared in accordance with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2007 are not necessarily indicative of the results that can be expected for the year ending December 31, 2007.
The following interim un audited financial statements of FUSA Capital Corporation (the “Company”) for the three-month period ended March 31, 2007 are included with this Quarterly Report on Form 10-QSB:
Condensed Consolidated Balance Sheet March 31, 2007 (unaudited)
Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2007 and cumulative from inception on February 9, 2005 through March 31, 2007.
Unaudited Condensed Consolidated Statement of Cashflows for the three months ended March 31, 2007 and cumulative from inception on February 9, 2005 through March 31, 2007.
Consolidated Statement of Stockholders’ equity from inception on February 9, 2005 through March 31, 2007
Notes to Financial Statements (unaudited)
3
FUSA CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INTERIM CONSOLIDATED BALANCE SHEET
MARCH 31, 2007 AND DECEMBER 31, 2006
March 31,
2007
December 31,
2006
ASSETS
CURRENT ASSETS
Cash
$
86,341
$
68,923
Restricted cash-Note 2
28,750
28,750
Prepaid expenses
3,000
500
Total Current Assets
118,091
98,173
Property and equipment-Note 5
32,643
29,344
Lease deposits
2,155
2,155
Total Assets
$
152,889
$
129,672
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities
$
47,355
$
49,244
Total Current Liabilities
47,355
49,244
COMMITMENTS AND CONTINGENCIES
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, 60,047,083 issued and outstanding (2006-59,847,083 issued and outstanding)
6,003
5,983
Paid in capital
4,750,989
4,601,009
Deficit accumulated during the development stage
(4,651,458
)
(4,526,564
)
Total Stockholders’ Equity (Deficit)
105,534
80,428
$
152,889
$
129,672
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
FUSA CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
for the three months ended March 31, 2007 and March 31, 2006
for the period February 9, 2005 (Inception) to March 31, 2007
Three Months Ended March 31, 2007
Three Months Ended March 31, 2006
February 9, 2005 (Inception) to March 31, 2007
REVENUE
Sales
$
-
$
1,019
$
13,150
Interest
-
-
1,145
-
1,019
14,295
EXPENSES
Selling, general and administrative
104,844
300,074
2,611,285
Research and development-Note 4
17,608
24,440
1,807,737
Beneficial conversion expense
-
-
230,900
Interest
-
-
1,631
Depreciation and amortization
2,442
1,596
14,200
Total Expenses
124,894
326,110
4,665,753
NET INCOME (LOSS)
$
(124,894
)
$
(326,110
)
$
(4,651,458
)
NET LOSS PER COMMON SHARE, BASIC
$
(0,00
)
$
(0.01
)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
59,980,416
59,184,902
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
5
FUSA CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INTEIRM CONSOLIDATED STATEMENT OF CASH FLOWS
for the three months ended March 31, 2007 and March 31, 2006
for the period from February 9, 2005 (Inception) to March 31, 2007
Three Months Ended March 31, 2007
Three Months Ended March 31, 2006
February 9, 2005 (Inception) to March 31, 2007
OPERATING ACTIVITIES
Net loss from operations
$
(124,894
)
$
(325,091
)
$
(4,651,458
)
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
2,442
1,596
14,200
Loss on disposal of property and equipment
-
-
4,486
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses
(2,500
)
10,620
(3,000
)
Decrease (increase) in accounts payable and accrued liabilities
(1,889
)
(108,220
)
36,674
Decrease (increase) in lease deposits
-
-
(2,155
)
Total adjustments
(1,947
)
(96,004
)
2,513,024
Net cash (used by) operating activities
(126,841
)
(421,095
)
(2,138,434
)
INVESTING ACTIVITIES
(Increase) in property and equipment
(5,741
)
-
(51,326
)
Net cash (used by) investing activities
(5,741
)
-
(51,326
)
FINANCING ACTIVITIES
Cash received in recapitalization of the company
-
-
184
Proceeds from issuance of common stock
150,000
400,000
1,412,000
Offering costs from issuance of stock
-
-
(4,000
)
Increase (decrease) in advances payable
-
-
896,667
Net cash provided by financing activities
150,000
400,000
2,304,851
Net increase (decrease) in cash
17,418
(21,095
)
115,091
Cash, beginning of period
97,673
370,844
-
Cash, end of period
$
115,091
$
349,749
$
115,091
Cash Summary, March 31,
Cash
$
86,341
$
320,999
$
86,341
Restricted Cash
28,750
28,750
28,750
Total
$
115,091
$
349,749
$
115,091
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
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
6
FUSA CAPITAL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock
Paid-in
Deficit Accumulated During Development
Total 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
Loss for the period ended March 31, 2007
(124,894
)
(124,894
)
Balances, March 31, 2007
60,047,083
6,003
4,750,989
(4,561,458
)
105,534
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
7
FUSA CAPITAL CORPORATION
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
March 31, 2007
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, 2006.
The results of operations for the three months ended March 31, 2007 are not indicative of the results that may be expected for the full year.
Note 2 - Significant accounting policies
Use of estimates
The preparation of consolidated 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, 2007 current assets include restricted cash of $28,750, 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 Consolidated Financial Statements
March 31, 2007
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 year March 31, 2007 within this category, which are included in selling, general and administrative expense, amounted to approximately $21,476 ( 2006-76,000).
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 2006 consolidated financial statements, and permits varying transition methods including retroactive adjustment of prior periods or prospective application beginning in 2006. The Company will adopt SFAS 123R using the modified prospective method effective January 1, 2006. Under this transition method the Company began recording stock option expense prospectively, starting in first quarter 2006.
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, 2007.
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 Consolidated Financial Statements
March 31, 2007
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 year ended March 31, 2007, the currency exchange transactions resulted in a (loss) gain of $ (25) (2006 -3,379). As of March 31, 2007, 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.
Note 3 - Going concern
The Company's consolidated 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 revenues. It has incurred a significant operating loss as of March 31, 2007.
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.
10
FUSA CAPITAL CORPORATION
(A Development Stage Company)
Notes to Consolidated Financial Statements
March 31, 2007
Note 4 - Related party transactions
During the period March 31, in lieu of paying its former technology officer his earned compensation directly of $1,358 (2006- $ 18,559), it paid it to a consulting company owned by the former officer. This amount relates principally to his efforts through March 31, 2007, 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 5 - Property and equipment
A summary of property and equipment as of March 31, 2007 follows:
Cost
Accumulated Depreciation and Amortization
Net Book Value
Furniture and fixtures
$
8,228
$
2,166
$
6,062
$
6,356
Computer systems
28,601
6,809
21,792
17,480
Leasehold improvements
8,621
3,832
4,789
5,508
$
45,450
$
12,807
$
32,643
29,344
Note 6 - Commitments and contingencies
Operating Leases
The Company conducts its operations from two separate office facilities in Vancouver, Canada and one office in Seattle, Washington. One of the facilities in Vancouver is leased under a three-year operating lease expiring in October 2008. The other lease is short term as of March 31, 2007. The office in Seattle is leased under a month to month rental.
The following is a schedule of future minimum lease payments, exclusive of all executory costs, required under the long-term operating lease above as of March 31, 2007 for the fiscal years ended:
2007
$
21,233
2008
23,593
Lease and rental expense included in selling and administrative expenses for the year totaled $5,276 ( 2006- $ 16,542)
11
FUSA CAPITAL CORPORATION
(A Development Stage Company)
Interim Notes to Consolidated Financial Statements
March 31, 2007
Note 7 - Issuance of Common Stock
During the period, the company issued 200,000 shares of common stock for cash consideration of $ 150,000.
12
Item 2. Plan of Operation
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.
The following discussion regarding our plan of operations for the next 12 months contains forward-looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors and subsequent events.
OVERVIEW
We are a development stage technology company focused on the refinement and marketing of a comprehensive suite search engine technologies. Our objective is to become the leading innovator of search engine technologies for online consumers as well as digital content providers. To that end we currently operate and market the website searchforvideo.com which is an online video clip directory that aggregates and indexes video clips through relationships with online video providers as well as using advanced search technology to uncover videos from various sites across the web. It is the intention of the company to expand the number of sites that the company develops, operates and markets in the future.
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.
13
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.
Our principal executive offices are located at 1420 Fifth Avenue, 22nd Floor, Seattle, Washington 98101. Our phone number is (206) 274-5107.
The Company’s fiscal year end is December 31.
RESULTS OF OPERATIONS
We have limited capital resources. In the period from February 9, 2005 (Date of Inception) to March 31, 2007, the Company generated no significant revenues and posted a net loss of $4,651,458 resulting from costs of general and administrative expenses, website development stock compensation and interest expenses. The Company is considered a development stage company.
Financial Condition and Liquidity
Overview
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 incurred an accumulated net loss of $4,651,458 for the period from inception to March 31, 2007.
Our financial statements included in this report have been prepared without any adjustments that would be necessary if we become unable to continue as a going concern and are therefore required to realize upon our assets and discharge our liabilities in other than the normal course of business.
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Cash and Working Capital
The Company's cash balance as of March 31, 2007 was $115,091, as compared to the cash balance of $349,749 as of March 31, 2006.
Three Month Period Ending March 31, 2007
Operating expenses for the three month period ended March 31, 2007 totaled $124,894 and from inception to the period ended March 31, 2007 totaled $4,665,753. The company experienced a net loss of $124,894 and $4,651,458 for the three month period ended March 31, 2007 and from inception to period ended March 31, 2007, respectively, against $14,295 revenue from operations and interest in the entire period and no revenue in the three month period ending March 31, 2007. The major expenses during this three month period were for general and administrative expenses and legal and accounting fees.
The earnings per share (fully diluted -- weighted average) consisted of a net loss of $0.00 for the three month period ended March 31, 2007.
Liquidity and Capital Resources
For the three month period ended March 31, 2007, net cash used in operating activities, consisting mostly of loss from operations was $126,841. For the period from inception to March 31, 2007, net cash used in operating activities, consisting mostly of loss from operations was $2,138,434.
For the period from inception to March 31, 2007, net cash resulting from financing activities was in the amount of $2,304,851.
Our capital resources have been limited. We have not yet generated significant revenues, 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.
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.
15
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, 2006. 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 focus on expanding the number of websites that the company develops, operates and markets. It is believed that this will increase the company’s overall value by increasing its assets and marketability via the additional websites. It is also believed that this direction will give the company an increased ability to better monetize our traffic.
By September 30, 2007, we believe that we will be in a position to begin producing advertising revenue. Our strategy involves using multiple advertising streams in order to maximize revenue. Combined with anticipated high traffic and rich consumer usage data it is the intention to escalate revenues over time.
We also anticipate spending approximately $2,000,000 on operations and salaries and costs related to marketing and research and development over the course of the next twelve months. In addition to the payments for office space, we believe that we will have to spend approximately $100,000 for our servers and network administration costs.
Our twelve-month plan requires us to accomplish the following steps:
·
Increase traffic to all websites by focusing on retention of current users and driving traffic for significant increases in new users to all websites.
·
Continue to develop our technical team;
·
Compile usage statistics for our websites;
·
Identify our most likely customers amongst content providers;
·
Develop rapport with likely content customers;
·
Present content customers with sales presentation;
·
Add at least one additional site under the “searchformedia” umbrella; and
·
Architect and begin development of subsequent versions and upgrades to core technology.
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ITEM 3. Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this Quarterly Report on Form 10-Q. The evaluation included certain internal control areas in which we have made and are continuing to make changes to improve and enhance controls. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
(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.
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PART II OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Changes in Securities and Small Business Issuer Purchases of Equity Securities Recent Sales of Unregistered Securities
During the period, the company issued 200,000 shares of common stock for cash consideration of $150,000
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
None.
Item 6. Exhibits and Reports on Form 8-K
(a) LIST OF EXHIBITS
List of 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.
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
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On March 1, 2007, the Company filed a report on form 8-K relating to the adoption of it’s 2007 Stock Option and Compensation Award Plan (the "Plan").
Key features of the Plan include the following:
o
All directors, employees, consultants, advisors of FUSA and its subsidiaries are eligible to participate in the Plan. It is a ten-year plan with a 7 million share authorization.
o
Options may be issued as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended, or as non-qualified stock options.
o
President and CEO Jenifer Osterwalder was granted options to purchase 5,000,000 shares of common stock under the Plan at an exercise price of $1.05 per share and with a term of five years, such options being subject to vesting over a period of two years.
o
Director Alexander Khersonski was granted options to purchase 100,000 shares of common stock under the Plan at an exercise price of $1.05 per share and with a term of five years, such options being subject to vesting over a period of two years.
o
Options granted under the Plan will have a maximum term of ten years and unless otherwise determined by the Compensation/Stock Option Committee at the time of grant will be subject to a vesting period of four years.
o
The total number of Options authorized under the plan shall be increased or adjusted consistent with any stock splits, stock dividends or other dividends under the supervision of the board of directors.
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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 Captial Corporation
/s/ Jenifer Osterwalder
Jenifer Osterwalder
Chief Executive Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
Dated: May 8, 2007
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Also keine Panik, Leute, in den USA, ist nach der Bekanntgabe der Zahlen auch keine Panik ausgebrochen, eher im Gegenteil.
Aber dennoch, sollte die Aktie wieder Fallen, so bis 0,60 € oder 0,50 € währe das eine tolle Sache, ich würde kräftig Nachkaufen, anschließend wüde ich mir die Aktien schön, so 2 Jahre zur Seite legen, Sie Kostet ja dann nicht viel.
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| Außerbörsliche Handelsplätze | ||||||||
| TradeGate / EUR | 0,67 3.000 |  +0,0200+3,08 | 16:32:52 09.05.2007 | 0,65 0,72 | 0,65 0,65 | 0,68 0,65 | 10.140 | |
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Naja, ich war schon vor ca. 18 Monaten der Meinung (und immer mal wieder zwischendurch), dass das Ganze bei FUSA evtl. nur eine riesen Abzocke ist. Hatte mich allerdings damals in einer schwachen Minute dazu hinreißen lassen mir doch ein paar Positionen aufzubauen. Für mich ist der Wert insofern abgeschrieben, dass ich Fusa auf Gedeih und Verderb halten werde - entweder Totalschaden und ausbuchen, oder es wird in 10 Jahren vielleicht doch noch was draus.
Bevor jetzt irgendjemand mich darauf hinweißt, dass ich schon positiver zu dem Wert gepostet hatte - RICHTIG - die Hoffnung stirbt schließlich zuletzt. Und nachdem die Zahlen jetzt bekannt sind... wüsste ich nicht was dem Wert noch helfen könnte. Wie Skydancer schon bestätigt hat, interessiert sich doch kein Schwein hinsichtlich Übernahme, etc. für FUSA.
Grüße, der nun sehr, sehr LONG eingestellte Jump
Ich kann mich noch genau darann Erinnern, als RTL auf Sendung ging, ARD als auch ZDF haben RTL Todgeschrieben, auch RTL hat in Ihren Anfägertagen, mit Zahlen zu Kämpfen gehabt, und wo stehen Sie heute ? naja, ich möchte nur damit Sagen ... das Todgeglaubte meistens länger Leben, schau dir alleine mal die Entwiklung von Google an, ich meine damit die anfänge, da hat Google auch ganz schön mit Zahlen zu Kämpfen gehabt, Sie haben es aber, mit den Jahren geschaft, einer der Größten zu werden.
Nur Ausdauer und viel Fleiß, hat Sie zu dem gemacht, was Sie heute sind.
Wieso sollte es nicht auch Fusa schaffen ???? Frage ich dich.
Du weißt doch, in Amerika ist alles ein wenig einfacher und da wird alles ein wenig schneller angenommen als in unserem Lande.
Ich habe immerwereder das Gefühl, das wir Deutschen nur Pesemisten sind, wir lassen, alles was neu ist nicht so schnell an uns ran, Traurig aber war.
In diesem Sinne
Börsenspinner
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Hammeraktie hin Hammeraktie her, es gibt keine Hammeraktien, oder kennst du eine Firma, die Hämmer herstellt, die auch an der Börse Gelistet sind ? ich nicht, aber sollte es doch solche Aktie geben, teile es mir doch bitte mit, ich werde mir dann überlegen ob ich da einsteige 
kann ja nie schaden, eine Hammeraktie im Depo zu haben
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In dem Thread wird er ja als überwiegend schlecht gesehen.
So wie ich das sehe (bitte bitte korrigiert mich), hat sich insgesamt nichts geändert. DIe Cashsituation hat sich auch nicht verschlechtert, sondern sogar noch ein wenig Zuwachs bekommen(?).
Und so wie ich das verstanden habe rechnen die mit größeren Umsätzen erst im September, so dass wir wahrscheinlich erst im 4Q07 gute Zahlen sehen werden oder?
Hat sich doch dann eigentlich nicht viel verändert?
Durch newstowatch ist das Wachstum außerdem breiter und gefestigter.
Welche Aspekte genau sind es die euch an dem Bericht stören. Würd' mich auch über eine qualifizierte Meinung von annie freuen oder bist du schon raus?