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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
       1934 For the fiscal year ended December 31, 2004

[  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934

       For the transition period from _______________________ to _____________

       Commission file number 000-50274



                            FUSA Capital Corporation
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)

             Nevada                                      51-0520296
------------------------------------------  ------------------------------------
(State or jurisdiction of incorporation or  (I.R.S. Employer Identification No.)
          organization)



  1420 Fifth Avenue, 22nd Floor, Seattle, WA                 98101
-----------------------------------------------    -----------------------------
    (Address of principal executive offices)               (Zip Code)

                      Issuer's telephone number: (206) 274-5107

Securities registered under Section 12(b) of the Exchange Act:

   Title of each class               Name of each exchange on which registered

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

Securities registered under Section 12(g) of the Exchange Act:

Comn  common stock, $.0001 par value, 200,000,000 shares authorized

9,149,188 shares issued and outstanding as of December 31, 2004

18,149,188 shares issued and outstanding as of March 23, 2005

                                     - 1 -

<PAGE>

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject  to such  filing  requirements  for the past 90 days.  Yes X No Check if
disclosure of delinquent filers in response to Item 405 of Regulation S-B is not
contained in this form,  and no  disclosure  will be  contained,  to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.  State  issuer's  revenues for its most recent fiscal year: $0
for the year ended  December 31, 2004.  State the aggregate  market value of the
voting and non-voting common equity held by non-affiliates computed by reference
to the price at which the common  equity was sold:  $30,755,889  as of March 23,
2005.

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<PAGE>




                                TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS ..............................................  4
--------------------------
                                     PART I
ITEM 1.       DESCRIPTION OF BUSINESS....................................  4

ITEM 2.       DESCRIPTION OF PROPERTY.................................... 16

ITEM 3.       LEGAL PROCEEDINGS.......................................... 11

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF

              SECURITY HOLDERS........................................... 11

                                    PART II.

ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED

              STOCKHOLDER MATTERS........................................ 12

ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR

              PLAN OF OPERATION.......................................... 13

ITEM 7.       FINANCIAL STATEMENTS....................................... 18

ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE..................... 23


ITEM 8A.      CONTROLS AND PROCEDURES.................................... 23

                                    PART III

ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
              AND CONTROL PERSONS; COMPLIANCE WITH

              SECTION 16(a)OF THE EXCHANGE ACT........................... 24

ITEM 10.      EXECUTIVE COMPENSATION..................................... 26

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

              OWNERS AND MANAGEMENT...................................... 26

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED

              TRANSACTIONS............................................... 27

ITEM 13.      EXHIBITS AND REPORTS ON FORM 8-K........................... 27

ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES..................... 28


                                     - 3 -
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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 6 of this
Report, the section entitled "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION  AND 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.


                                     PART I

Item 1.
         Description of Business

A.
     Business Development and Summary

FUSA Capital Corporation,  a Nevada corporation,  hereinafter referred to as the
"Company" or "FUSA" was originally named Galaxy  Championship  Wrestling,  Inc.,
("Galaxy") which was organized by the filing of Articles of  Incorporation  with
the  Secretary  of State in the  State of  Nevada  on  September  13,  2000 (NV#
C24685-2000).  The  Articles  of  Incorporation  of the Company  authorized  the
issuance of twenty million  (20,000,000) shares of $0.001 par value Common Stock
and five million  (5,000,000)  shares of Preferred  Stock.  On May 7, 2004,  the
Company  voted to change its name from Galaxy  Championship  Wrestling,  Inc. to
FUSA Capital  Corporation.  On June 7th, 2004, the  shareholders  of the Company
voted to amend the Company's Articles of Incorporation to increase the number of
shares of common stock  authorized to be issued to 500,000,000,  having a $.0001
par value and 5,000,000  shares of Preferred Stock having a $.0001 par value. As
of December 31, 2004, the Company had issued  approximately  9,149,188 shares of
Common Stock to approximately  seventy-three  (73) shareholders of record. As of
March 23, 2005, the Company had issued approximately 18,149,188 shares of Common
Stock to approximately eighty (80) shareholders of record.

The original business of the Company, as Galaxy, was a development stage company
that had a primary business to develop,  produce,  and market live entertainment
in the forum of  professional  wrestling.  Galaxy never  developed a significant
business in this field and ceased efforts toward establishing  operations in the
professional wrestling field on March 31, 2004.

On March 31, 2004, the controlling  shareholders of Galaxy sold 5,750,000 shares
of common  stock of the  Company  to Camila Maz in a private  transaction,  thus
effecting  a change of control in the  Company.  On May 7, 2004,  President  and
Director  Jerome  Jolly  resigned  as an Officer  and  Director,  Secretary  and
Treasurer Grady Johnson also resigned as an Officer and Director.  Concurrently,
Ms. Maz was  appointed as the Sole  Director and Officer of the Company.  On May
24, 2004, the Company  dismissed its auditors and engaged the accounting firm of
Braverman  International P.C. as the Company's auditors.  During the period from
March 31, 2004 until  December 31, 2004,  the Company  engaged in no significant
business activities and had no revenues. From March 31, 2004 until March 7, 2005
the Company was engaged in the search for a business combination.

On March 7, 2005,  FUSA entered  into a merger  agreement  with FUSA  Technology
Investments Corp., a Nevada corporation ("FTIC").  The purpose of the merger was
to provide value to existing FUSA shareholders by providing the Company with the
opportunity to enter the emerging  growth field of video and audio search engine
technology.

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<PAGE>

Specifically,  as a  result  of the  merger,  FUSA has the  opportunity  to own,
develop  and market the  incomplete  video and audio  search  engine  technology
conceived by FTIC.

This     incomplete      solution      consists     primarily   of   the  design
requirements,   specifications   and   know-how  of  Chief   Executive   Jenifer
Osterwalder, together with an evaluation copy of a partially completed prototype
of the search engine.  A third party vendor designed this evaluation  copy, and,
although  FUSA believes it can obtain rights to the  underlying  technology,  it
does not have  such  rights  currently  nor can there be any  assurance  it will
obtain  such  rights.  THEREFORE,  FUSA  DOES  NOT YET HAVE  THE  RIGHTS  TO ANY
FUNCTIONAL  OR  PARTIALLY  FUNCTIONAL  SEARCH  ENGINE AND MAY NEVER  OBTAIN SUCH
RIGHTS.

As a result of the merger,  FUSA is  now  a technology    company   focused   on
the development and marketing of audio and video search engine technology.  When
completed, this technology will provide a complete video and audio search engine
solution,  consisting of multiple  modules.  The search engine solution  modules
will work  together  providing a  comprehensive  video and audio  search  engine
system to discover,  scrape,  index and generate  metadata in RSS (Really Simple
Syndication)  format for syndication to any Internet enabled device.  The search
engine solution can be deployed as a stand-alone  server for corporate use or in
a cluster of servers in a high  volume  public  search  engine  environment.  We
intend to market our search solution to companies who operate Internet  websites
with news, video clip,  music and sports content.  We also intend to license our
technology  to original  equipment  manufacturer  ("OEM")  customers  for use in
various  electronic  devices such as wireless phones,  television set top boxes,
PDA's, wireless MP3 players, personal video recorders,  digital appliances, cars
and kiosks. We also intend to offer consumers search engine capabilities through
the  development of various  internet sites based on the following URLs which we
already       own:        www.searchforvideo.com;        www.searchforaudio.com;
www.searchfortv.com;    www.searchforipod.com;    www.searchfortivo.com;
www.searchformedia.com; www.searchforpodcasts.com.

Our  search solution  is not  yet  functional; we currently  have  no  customers
for  our technology  nor do we have any  relationships  in place  with any OEMs.
We do not currently operate  any  websites  that  allow  consumers  to  use  our
technology.  Some of the  largest,   best   known   and   most   technologically
sophisticated  companies in the world compete in the search engine space.Google,
Yahoo,      Microsoft   and   Lycos     are     well-financed,    established
competitors      in         this         space.   In      addition,   a   number
of start-ups  have entered the audio and video  search  subspecialty  within the
search engine space. Many of these start-ups are better financed than we are and
may have established customer relationships.

Although our  position is one of  vulnerable,  new entrant,  we believe that the
possibility of commercial success for us exists in this field because:

     1.  No established or emerging company in this space has developed a market
         dominant audio/video search engine product.

     2.  Because of the size and  diversity  of the  audio/video  search  engine
         market,  we believe  that the market will support a number of different
         solutions  based on the  preferences  of  individual  corporate and OEM
         licensors.

     3.  We believe our technology   is  competitive with any publicly available
         audio/video search engine technology.

     4.  Our  "agnostic"  independent,  non-affiliated  status in this  field is
         attractive  to  customers  who may not  wish to align  themselves  with
         search  engine  vendors who have  competitive  products to their own or
         whose corporate parents are direct or indirect competitors.

     5.  As has been  established  by the success of  google.com,  search engine
         technology is  sufficiently  powerful and disruptive that it can create
         enormous   value  in  a  short  period  of  time,   displacing   large,
         well-financed and established market leaders.

                                     - 5 -
<PAGE>

We believe that our competitive  position versus other new entrants to the space
is strong because of the  flexibility,  simplicity and ease of deployment of our
technology as well as our relatively low overhead, anticipated responsiveness to
customer  demands and our expertise in the area of Real Simple  Syndication  (an
HTML  programming  language  which is optimal for the deployment of this kind of
search engine technology.

FUSA does not  currently  have any  customers  or  revenues.  Moreover,  we have
limited capital  resources.  In the approximately  three years of operation from
September  13,  2000 (Date of  Inception)  to  December  31,  2004,  the Company
generated  revenues  amounting  to  $6,644  and  posted a net  loss of  $410,092
resulting from cost of goods sold,  general and administrative  expenses,  legal
expense, and depreciation expense. In its current business line of search engine
technology,  FUSA  has  produced  no  revenues  to date  and  does  not have any
financial  results  for  expenses,  as we did not  initiate  development  in the
current  business  line  until  March 7,  2005.  The  Company  is  considered  a
development stage company.

The Company's  executive  offices are located at 1420 Fifth Avenue,  22nd Floor,
Seattle, Washington, 98101. The Company's telephone number is 206-274-5107.

The Company's fiscal year end is December 31.

B.
     Business of Issuer

(1)
     Principal Products and Services and Principal Markets

Overview

FUSA  Capital  Corporation  is a  technology  company  that  specializes  in the
development  and marketing of search engine  solutions for audio and video.  The
proliferation of audio and video files on the Internet,  as well as in Intranets
and corporate and university  environments and on individual  desktop computers,
has created an enormous volume of available media sources. Audio and video files
themselves  contain  vast  amounts of  valuable  information  and are readily in
demand by consumers and businesses, both as sources of current news, information
and  entertainment,  as well as sources of archival media.  Any vast quantity of
information is only useful as individual  users can efficiently sort through and
identify desired data. This  identification  normally  traditionally takes place
via the gradual collection of metadata about information sources,  which is then
quickly searched to obtain desired data. For instance, a newspaper article might
be associated  with metadata (or  information  about the data) as to its author,
subject,  number of words, keywords and date. Metadata has a long history of use
in information management;  library card catalogues containing author, title and
subject  information  and a Dewey  Decimal  number were forms of metadata  about
books.

Because the  Internet  and  information  technology  has created an  exponential
increase in the amount of available data that can be delivered to the individual
user,  metadata  has been  transformed  from a  helpful  method to make book and
periodical  retrieval more efficient,  to an absolutely essential element of the
ability  to use  information.  Indeed,  because  of the  amount  of  information
currently  available,  the  information  has virtually no value to an individual
user  without  appropriate  metadata  and a mechanism  or search  engine to comb
through that metadata to find desired information.

While the Internet  Search Engine  business has developed to provide  reasonably
effective  metadata  gathering and search engine  technologies to allow users to
find text and images on the Internet,  no technology  has yet been  successfully
commercialized  on any large  scale for  allowing  users to find audio and video
content.  Because of the relatively  higher file size,  density and  information
contained in audio and video over text or individual  images,  the efficiency of
audio and video  search  engines is even more  crucial to user than  traditional
text/image search engines.

FUSA believes it can develop a powerful,  complete,  comprehensive  solution for
the gathering of metadata about audio and video sources and its useful searching
and syndication. Once developed, FUSA intends to develop and market its solution
in three key markets: the enterprise market, the consumer market and the digital
device market.

Current Operations

FUSA has extremely limited current  operations.  We have one full-time employee,
President and Chief Executive  Officer Jenifer  Osterwalder.  We have no current

                                     - 6 -
<PAGE>

customers,  no current sales  capability and very limited  business  development
capability.  Although we intend to develop  proprietary search engine technology
for audio and video, we do not have a technical  development staff or agreements
with any  information  technology  service  providers  regarding our  continuing
product development.

Our  incomplete  search  engine  solution  consists   primarily  of  the  design
requirements,   specifications,  vendor  relationships  and  know-how  of  Chief
Executive Jenifer  Osterwalder,  together with an evaluation copy of a partially
completed  prototype of the search  engine.  A third party vendor  designed this
evaluation  copy,  and,  although  FUSA  believes  it can  obtain  rights to the
underlying  technology,  it does not have such rights currently and there can be
no  assurance it will obtain the rights.  THEREFORE,  FUSA DOES NOT YET HAVE THE
RIGHTS TO ANY  FUNCTIONAL  OR PARTIALLY  FUNCTIONAL  SEARCH ENGINE AND MAY NEVER
OBTAIN SUCH RIGHTS. If we cannot obtain rights to this technology, we believe it
will be difficult for us to obtain a comparable  solution from other vendors and
our final product, if produced,  might be less technologically advanced and less
effective than the product we are currently contemplating.

Marketing Activities

Our current  marketing  activities are limited to building  awareness  about the
FUSA search engine solution through media and press activities  initiated by our
President and Chief Executive Officer.

Product Marketing Strategy

The Company's four point  marketing plan covers methods of (a) Driving  Traffic:
driving traffic to the Company's  websites of consumers  looking for audio/video
content,  (b) Gathering  Data:  developing a valuable  library of consumer usage
data from our website that provides potential  commercial  licensors of the FUSA
technology  with  current,  cutting edge  information  about how their audio and
video  is  being  used  by real  consumers;  (c)  Enterprise  Sales:  using  our
technology and our collected user information to develop  business  alliance and
customer  relationships with major enterprises involved in the delivery of news,
sports,  music,  entertainment  and other  audio and video  content  toward  the
licensing of the FUSA search solution by these  enterprises;  and (d) Device/OEM
Sales:  Based on our  anticipated  success in licensing  the FUSA  technology to
media  enterprises,  we intend to become the audio/video search engine of choice
for distribution with new digital devices.  We intend to undertake this strategy
by utilizing the efforts of our chief executive officer,  together with staff we
intend to hire  over the next 12  months  in the key  areas of  sales,  business
development and information technology.

(2)
     Distribution Methods of the Products

We intend to distribute  our products on the Internet for our consumer  websites
and  downloadable  products and through  direct  sales and business  development
efforts for our enterprise and OEM clients.

Consumer Websites

We   are   the   owner   of   the   distinctive   and   easy-to-remember   URLs:
www.searchforvideo.com;   www.searchforaudio.com;   www.searchfortv.com;
www.searchforipod.com;  www.searchfortivo.com;  www.searchformedia.com;
and  www.searchforpodcasts.com.  We believe  that these  websites,  when
sufficiently  promoted  and  advertised,  will become  attractive  websites  for
consumers to find relevant  audio and video  content that meets their needs.  We
believe that  consumer's use of the FUSA search  technology  through these sites
will provide us with valuable data regarding  actual consumer usage patterns for
video  and  audio  material  on the  Internet  as well as  catapult  us into the
position of a leading  search engine for audio and video.  This brand  awareness
and  valuable  consumer  data  will  form the  basis  for our  discussions  with
enterprises and OEMs in our other segments. We also believe that revenues can be
achieved  through  advertising  on and links through our consumer  websites that
could provide an additional source of revenue for us. At the current time, we do
not  operate  any  of the  above  websites,  we are  deriving  no  revenue  from
advertising or links and we do not have any agreements related thereto.

Enterprise Clients
------------------

We intend to distribute our complete  audio and video search engine  solution to
enterprise  customers  who operate  websites in the areas of news,  video clips,
music and sports.  Our method of distribution  will be direct sales conducted in
person by our chief executive  officer as well as by our  to-be-hired  sales and
business development staff.

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<PAGE>

OEM/Digital Device Sales

We intend to market and  distribute  our search engine  solutions to OEM clients
who  manufacture  and market a wide variety of digital  devices,  including  MP3
players,  personal video recorders and entertainment systems within vehicles. We
intend to distribute  such products  through direct sales conducted in person by
our chief  executive  officer as well as by our  to-be-hired  sales and business
development staff, as well as through strategic alliances that we intend to form
with customers for enterprise licenses of our search engine solutions.


(3)
     Status of Any Announced New Product or Service

In March 9, 2005, we announced the acquisition of FTIC by FUSA and  concurrently
announced  our intent to deploy an  audio/video  search  solution.  This product
should be  available  for  consumer  use on our  websites  by April 30, 2005 and
should be available for license by enterprise customers by July 31, 2005.

(4)
     Competitive Business Conditions and the Issuer's Competitive Position

Industry Description

The search engine  industry can really be divided into two separate  industries.
These are, broadly  speaking,  the web portal/web  service or consumer  directed
search engine tool and the software based  enterprise  licensed search tool. All
search engines have in common their primary  function of connecting  people with
useful  information.  Our industry has  functioned  traditionally  through three
primary  revenue/business  models,  consisting  of  search  portal  advertising,
keyword  advertising and software  solution  sales.  As the  audio/video  search
engine business is just  developing,  it will probably foster the development of
additional  revenue  models.  For instance,  relationships  between audio search
engines and music  download  services may provide a more direct model for search
engine  revenue than  currently  exists...meaning  that music download sites may
wish to sponsor  audio search  engines and then  seamlessly  integrate  purchase
capabilities for those search result songs which exist in their  libraries.  The
most sophisticated,  largest financed and most well known companies in the world
compete in the search  engine  industry,  which has  tended to be  dominated  by
Inktomi, Yahoo, Microsoft, Lycos, Ask Jeeves and more recently, by Google. While
the search engine industry itself is a multi-billion dollar, global business, no
reliable  statistics are available on the size of the audio/video  search engine
industry.

Many  websites are currently  offering  partially  functional,  beta versions of
video and audio search that produce inconsistent results, as this technology has
not yet been  deployed  on any large  scale.  While the search  engine  industry
itself is robust,  competitive and well developed, the audio/video search engine
industry is relatively new and uncharted.

Competitive Position in our Industry.

Our position within the audio/video search engine industry can best be described
as vulnerable new entrant. In addition to large, multi-national competitors such
as Microsoft,  Yahoo and Google,  smaller competitors,  such as singingfish.com,
are providing functional audio/video search solutions on the Internet right now.
All of these companies have  substantially  more cash,  technological  and human
resources  than  we do.  In  addition,  many  of our  competitors  have  already
established sales  relationships  with enterprise and OEM customers,  making our
business development and sales efforts more difficult.


                                     - 8 -
<PAGE>


Methods of Competition

The  methods  of  competition  in the  search  engine  industry  tend to involve
competition on the basis of speed, number of pages or data indexed,  currency of
metadata or indexed  information,  number of users,  ease of use,  downloads  of
embedded  toolbars and search tools and range of deployment  amongst  affiliated
websites. Search engines compete against each other by offering consumers higher
quality,  faster  results  and on ease of use and ease of access.  They  compete
against  each other for  enterprise/OEM  business  by a  demonstration  of their
results with consumers and the technological  power of their solutions,  as well
as on price/value and featurization.

(5) Sources And Availability Of Raw Materials And The Names Of Principal
    Suppliers

Not applicable.

(6)
     Customers

The Company  does not foresee that its business in the future will depend on one
or a few major  customers.  This  observation  could  change if the  Company  is
selected by a substantial  media  concern as the preferred  search engine across
its  properties as such a  relationship  might  involve a substantial  degree of
dependence, but no such relationships exist to date.

(7)
  Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements, or
  Labor

Contracts

We protect or will protect our  intellectual  property  through a combination of
trade secrets,  confidentiality agreements,  trademarks,  license agreements and
patents.  Although we have only one confidentiality agreement and no trademarks,
license  agreements or patents  currently in place,  we anticipate  using all of
these devices over the next 12 months to protect our intellectual property.

(8) Government Approval of Principal Products or Services

None.

(9) Effects of Existing or Probable Governmental Regulations

Our  business  is subject to a variety of U.S.  and  foreign  laws,  which could
subject us to claims or other  remedies  based on the nature and  content of the
video or audio searched or displayed by our products and could limit our ability
to provide video or audio regarding regulated industries and products.

The  laws  relating  to the  liability  of  providers  of  online  services  for
activities  of their users are  currently  unsettled  both  within the U.S.  and
abroad.  Claims have been  threatened  and filed under both U.S. and foreign law
for defamation,  libel,  invasion of privacy and other data  protection  claims,
tort, unlawful activity, copyright or trademark infringement,  or other theories
based on the  nature  and  content  of the  materials  searched  or the  content
generated  by our  users.  From  time  to  time  we  may  receive  notices  from
individuals  who do  not  want  their  names  or  web  sites  to  appear  in our
audio/video  web search results when certain  keywords are searched.  It is also
possible that we could be held liable for obscene or libelous  material provided
over the web when that audio or video appears in our web search results.  If one
of these complaints results in liability to us, it could be potentially  costly,
encourage  similar  lawsuits,  distract  management  and harm our reputation and
possibly our business. In addition,  increased attention focused on these issues
and  legislative  proposals  could harm our  reputation or otherwise  affect the
growth of our business.

The  application  to  us of  existing  federal,  state  and  international  laws
regulating  obscenity or obscene  materials,  including  meta data results which
could  be  perceived  as  obscene,  could  cause  us  significant  liability  or
technological  problems and costs associated with identifying and complying with
applicable law.

Several other federal   laws    could    have   an   impact   on   our business.
Compliance with these laws and regulations is complex and may impose significant
additional costs on us. For example,  the Digital  Millennium  Copyright Act has
provisions  that  limit,  but do not  eliminate,  our  liability  for listing or
linking to third-party web sites that include materials that infringe copyrights
or other rights,  so long as we comply with the statutory  requirements  of this
act. The Children's  Online  Protection  Act and the  Children's  Online Privacy
Protection  Act restrict the  distribution  of materials  considered  harmful to
children and impose additional restrictions on the ability of online services to
collect  information from minors.  In addition,  the Protection of Children from
Sexual  Predators  Act of 1998  requires  online  service  providers  to  report

                                     - 9 -
<PAGE>

evidence  of  violations  of  federal  child   pornography  laws  under  certain
circumstances.  Any  failure on our part to comply  with these  regulations  may
subject  us to  additional  liabilities.  We also  face  risks  associated  with
international  data  protection.  The  interpretation  and  application  of data
protection  laws in Europe and elsewhere are still  uncertain and in flux. It is
possible  that these laws may be  interpreted  and  applied in a manner  that is
inconsistent  with  our  planned  data  practices.  If so,  in  addition  to the
possibility of fines, this could result in an order requiring that we change our
planned  data  practices,  which in turn  could  have a  material  effect on our
business.
We also face risks from  legislation  that  could be passed in the  future.  For
example,  there is a risk that state  legislatures  will attempt to regulate the
delivery  of audio or video  content  on  obscenity  or other  grounds  that may
include our metadata and may subject us to  compliance  costs or may  materially
impact our ability to conduct our business as currently planned.

(10) Research and Development Activities

We will need to expend  resources  to complete  our  audio/video  search  engine
product.  In  addition,   we  may  need  to  expend  significant   resources  in
customization  or in meeting  customer  requirements  as well as  continuing  to
respond to competition and competitive  developments in the market place.  While
we have not yet  established  a budget or a specific  research  and  development
plan, we intend to do so over the next four months.

(11) Impact of Environmental Laws

None.

                                     - 10 -
<PAGE>

(12) Employees

Excluding its chief executive  officer,  the Company presently has no employees.
The Company only has one officer. She is actively engaged as an employee for the
Company.
 She  devotes  substantial  full  time  efforts  of 35-40  hours per week to the
Company. The Company anticipates relying solely on the efforts of its officer in
the near short  term,  but  anticipates  hiring  additional  sales and  business
development staff within the next 90 days.

C.
     Reports to Security Holders

(1)
Annual Reports

FUSA will furnish its shareholders  with annual financial  reports  certified by
FUSA's independent accountants.

(2)
Periodic Reports with the SEC

FUSA is a reporting  issuer with the  Securities and Exchange  Commission.  FUSA
will continue to file annual reports on Form 10-KSB,  quarterly  reports on Form
10-QSB,  current  reports on Form 8-K and  amendments  to these reports filed or
furnished  pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act of
1934, as amended, as required to maintain the fully reporting status.

(3)
Availability of Filings

The public may read and copy any materials  FUSA files with the SEC at the SEC's
Public  Reference Room at 450 Fifth Street,  N.W.,  Washington,  D.C. 20549. The
public may obtain  information on the operation of the Public  Reference Room by
calling the SEC at 1-800-SEC-0330.  Additionally,  the SEC maintains an Internet
site   (http://www.sec.gov)   that  contains  reports,   proxy  and  information
statements,  and other information  regarding  issuers that file  electronically
with the SEC.


Item 2. Description of Property.

The Company's  executive  offices are located at 1420 Fifth Avenue,  22nd Floor,
Seattle, Washington, 89101. The Company's telephone number is 206-274-5107.  The
Company pays $250 per month for this office space,  which  consists of access to
shared office/work space and a shared  receptionist.  This lease expires in June
2005 and may be renewed at our discretion. In addition, we maintain an office in
Vancouver,  British  Columbia,  Canada that  consists  of one private  office of
approximately  350 square  feet and access to a shared  receptionist  and shared
conference and office resources.  We pay approximately  $1900 per month for this
office  and have a lease  that  expires  in  December  2005.  We are also in the
process of  entering  into a lease  agreement  on  another  office  facility  in
Vancouver,  British  Columbia,  Canada  which  will  be  used  for  newly  hired
employees.  The office  consists of 1169  square  feet with a monthly  rental of
$1900 and a lease term that expires in April, 2008.


Item 3. Legal Proceedings.

FUSA is not a party to any pending legal proceeding.


Item 4. Submission of Matters to a Vote of Security Holders.

During the fourth  quarter of the fiscal year 2004,  no matter was  submitted by
this report or otherwise to a vote of security holders, through the solicitation
of proxies or otherwise.


                                     - 11 -
<PAGE>


                                     PART II


Item 5. Market for Common Equity and Related Stockholder Matters.

Market Information

The Company's equity is currently traded on the OTCBB(R) under the symbol
FSAC.OB

Outstanding Options, Conversions, and Planned Issuance of Common Stock

There are no outstanding warrants or options to purchase the Company's stock.

Security Holders

FUSA currently has  approximately  18,149,188  shares of Common Stock issued and
outstanding held by approximately eighty (80) shareholders of record.

Securities that Could Be Sold Pursuant to Rule 144

There are 8,750,000  shares of common stock held by affiliates  that Rule 144 of
the Securities Act of 1933 defines as restricted securities.  To date, no shares
have been sold pursuant to Rule 144 of the Securities Act of 1933. Of the shares
owned by affiliates,  918,458 are currently freely transferable, but are subject
to the resale  limitations  as outlined  under Rule  144(e)(1)-(3).  In general,
under Rule 144 as currently in effect,  any of FUSA's  affiliates and any person
or persons  whose sales are  aggregated  who has  beneficially  owned his or her
restricted  shares for at least one year,  may be  entitled  to sell in the open
market  within any  three-month  period a number of shares of common  stock that
does not exceed  the  greater  of (i) 1% of the then  outstanding  shares of our
common  stock,  or (ii) the average  weekly  trading  volume in the common stock
during the four calendar  weeks  preceding  such sale.  Sales under Rule 144 are
also  affected  by  limitations  on manner  of sale,  notice  requirements,  and
availability of current public information about FUSA. Non-affiliates,  who have
held their restricted  shares for two years may be entitled to sell their shares
under Rule 144 without  regard to any of the above  limitations,  provided  they
have not been affiliates for the three months preceding such sale. Further, Rule
144A as currently in effect, in general, permits unlimited resales of restricted
securities of any issuer provided that the purchaser is an institution that owns
and invests on a discretionary basis at least $100 million in securities or is a
registered  broker-dealer that owns and invests $10 million in securities.  Rule
144A allows FUSA's existing stockholders to sell their shares of common stock to
such institutions and registered  broker-dealers without regard to any volume or
other restrictions. Unlike under Rule 144, restricted securities sold under Rule
144A to  non-affiliates do not lose their status as restricted  securities.  The
availability  for sale of  substantial  amounts of common  stock  under Rule 144
could reduce prevailing market prices for our securities.

Dividends

As of the date of this report,  FUSA has not declared nor paid any  dividends on
its Common  Stock.  As of the date of this  report,  FUSA does not have a formal
dividend policy.

Transfer Agent and Registrar

The  Transfer  Agent  for the  shares of  common  voting  stock of FUSA is Edith
Vasquez,  Pacific Stock Transfer Company, 500 East Warm Springs Road, Suite 240,
Las Vegas, Nevada 89119, (702) 361-3033.

                                     - 12 -
<PAGE>

Recent Sales of Unregistered Securities.

The Company was  incorporated  in Nevada on September 13, 2000.  The Company was
originally  authorized to issue 20,000,000 shares of its $0.001 par value common
stock and 5,000,000  shares of its $0.001 par value preferred  stock. In June of
2004,  the  Company  amended its  articles of  incorporation  to  authorize  the
issuance of up to 500,000,000 shares of $0.0001 par value common stock and up to
5,000,000 shares of $0.0001 par value preferred stock.

On September  13, 2000,  an officer,  director  and  shareholder  of the Company
donated capital of $125.

On September 14, 2000,  the Company  issued  5,750,000  shares of its $0.001 par
value common  stock to two  individuals,  who are officers and  directors of the
Company in  exchange  for cash in the amount of $8,000 and fixed  assets  with a
historical cost of $14,949.

On December 15, 2000,  the Company issued 600,000 shares of its $0.001 par value
common stock to Go Public Central for consulting services rendered.

On December  15, 2000,  the Company  closed its private  placement  offering and
issued 1,303,000 of its $0.001 par value common stock for cash of $65,150.

During the year ended  December 31, 2001, the Company  received  $63,325 in cash
for shares that were issued in the offering  pursuant to Regulation D, Rule 505,
of the  Securities  Act of  1933,  as  amended.  This  amount  is  considered  a
subscription payable.

On May 31,  2002,  the Company  closed its  offering  and issued  633,250 of its
$0.001 par value  common  stock for total of  $63,325  pursuant  to an  offering
pursuant to Regulation D, Rule 505, of the Securities Act of 1933, as amended.

On June 10,  2002,  the Company  issued  310,000  shares of its $0.001 par value
common stock to Go Public First, Inc. for consulting services rendered valued at
$31,000.

On June 10,  2002,  the Company  issued  552,938  shares of its $0.001 par value
common stock to Go Public First, Inc. for consulting services valued at $55,294,
of which $10,000 is considered deferred compensation.

On June 30, 2002, an officer,  director and  shareholder of the Company  donated
fixed assets in the amount of $5,550.

During  the  year  ended  December  31,  2003,  the  Company  adjusted  deferred
compensation in the amount of $10,000.

There have been no other  issuances of common and/or  preferred stock during the
year ended December 31, 2004.


Item 6. Management's Analysis of Financial Condition and Plan of Operation.

A.
     Management's Analysis of Financial Condition

This section should be read in conjunction with the audited financial statements
included in Part F/S of this filing.

In the approximately  forty one (41) months of operation from September 13, 2000
(Date of Inception) to December 31, 2004, the Company generated limited revenues
of $6,664 and incurred a cumulative  net loss of $410,092.  The  Company's  loss
resulted primarily from costs of start-up activities,  including consulting fees
and other general and administrative expenses.

                                     - 13 -
<PAGE>

As noted by the  Auditors,  the  Company  has  limited  operations  and has only
commenced  planned  principal   operations  as  of  March,  2005,  which  raises
substantial  doubt about its ability to continue as a going concern.  Due to the
Company's lack of any current revenue source,  the Company is dependent upon its
ability to secure equity and/or debt financing. There are no assurances that the
Company will be successful  in securing  such  funding.  It is important to note
that without  additional  capital,  either from chief executive  officer Jenifer
Osterwalder  or from  outside  sources,  it would be unlikely for the Company to
continue  as a  going  concern  and it  may  be  forced  to  terminate  business
operations.

Over the next twelve  months,  the Company plans to take the following  material
steps to further  implement our business plan. (1) Plan of Operation:  FUSA is a
start up software company. The company is considered high-risk for many reasons.
Although we have indications of interest from investors interested in purchasing
$3 million of our common stock,  there can be no assurances  that such financing
will  actually  take  place.  We  anticipate  receiving  the  proceeds  of  this
investment in June, 2005.

We intend to spend about $1 million US on  marketing  and  business  development
this year. Most of our marketing  efforts initially will be aimed toward getting
consumers  to visit our website  and begin  searching  for audio and video.  Our
business  plan is  dependent on a high volume of visitors to our site in a short
period of time. We intend to begin marketing our website in April, 2005. Also in
April,  our  first  sales  person  is  scheduled  to begin  working  for us.  We
anticipate  that our sales  person  will spend most of  his/her  time  initially
learning  about our  product and  understanding  the needs and  requirements  of
consumers who use search for audio and video on our website.

In June of 2005,  we  believe  that we will have  enough  visits  our site,  and
therefore enough customer usage data and evidence of interest and usability,  to
begin our sales  efforts on the  enterprise  level.  We intend to have trained a
sales force by this time and to be ready to concentrate on negotiating licensing
transactions  with some of the largest  entertainment  and news companies in the
world. Our strategy  involves  enticing  potential  enterprise  clients with the
richness of our consumer data, the substantial  interest and use we hope to have
already  generated with our website and size of potential  revenue  returns that
our software can provide to these clients via  enhancements in the way that they
market video and audio content.

The first sales  person we will hire  probably  cost us $100,000 CAD per year in
salary  plus 5%  commissions.  We hope  to be able to hire an  additional  sales
person by late summer or early fall, with roughly the same salary requirements.
We  anticipate  spending  about  $1million US on  operations  and  salaries.  In
addition to the payments for office space, we believe that we will have to spend
around $150,000 CAD for our servers and network administration costs.

Our 12 month plan is to complete our search engine software, have it utilized by
consumers on our  websites and then license our software to content  enterprises
and Original Equipment Manufacturers.



(2) Material Steps Required to Implement the Twelve-Month Plan:
    ----------------------------------------------------------

Our twelve-month plan requires us to accomplish the following steps:

     1.    Complete search engine software development
     2.    Make our websites operational
     3.    Deploy search engine on our websites
     4.    Drive traffic to our websites
     5.    Hire Initial Sales/Business Development Person
     6.    Develop technical team
     7.    Compile usage statistics for our websites
     8.    Identify most likely customers amongst content providers
     9.    Develop rapport with likely content customers
     10.   Present content customers with sales presentation
     11.   Hire second sales person
     12.   Develop beta test with one or more content customers
     13.   Deploy beta test
     14.   Evaluate beta test
     15.   Negotiate and sign license agreements with one or more content
           customers
     16.   Identify most likely OEM customers
     17.   Develop beta test with one or more OEM customers
     18.   Deploy beta test
     19.   Evaluate beta test
     20.   Negotiate and sign license agreements with one or more OEM customers
     21.   Architect subsequent versions and upgrades to core technology
     22.   Begin development on subsequent versions and upgrades to core
           technology

                                     - 14 -
<PAGE>

(3) Estimated Costs and Timetable for Completion of Steps:
    -----------------------------------------------------

The following  lists costs and dates for the  completion of various steps in our
twelve-month  plan.  Costs include an initial cost plus any amounts that will be
incurred  through  4/30/06 in maintaining or finishing the indicated  milestone,
such as maintenance or salary costs.


Date              Milestone(s)                         Cost
4/30/05           Search engine complete             $50,000
                  Websites operational
                  Engine Deployed

06/01/05          Drive Traffic                      $250,000
                  Hire Sales Person

06/30/05          Develop technical team             $250,000
                  Compile usage statistics
                  Identify customers
                  Develop customer rapport

09/30/05          Sales Presentation                 $150,000
                  Hire second sales person
                  Develop beta test
                  Deploy beta test

12/31/05          Evaluate beta test                 $100,000
                  Sign license  agreements
                  Identify OEM customers
                  Develop OEM beta test
                  Deploy beta test

4/30/05           Evaluate OEM beta test             $200,000
                  Sign OEM license agreements
                  Architect upgrades
                  Begin upgrade development



Management's Analysis of Financial Performance

The Company had no significant  operations from the period January 1, 2004 until
December 31, 2004. It financed its operations,  which were limited to securing a
business combination and its public reporting requirements,  loans obtained from
an unrelated third party. Moreover, we have limited capital resources currently.
In the  approximately  four years of operation  from September 13, 2000 (Date of
Inception) to December 31, 2004,  the Company  generated  revenues  amounting to
$6,664 from ongoing  operations and posted a net loss of $410,092 resulting from
start-up,  general administrative expenses,  general administrative expenses for
related  parties,  and legal  expense.  The Company is  considered a development
stage  company.  We  believe  this  information  of no value  for  investors  in
evaluating  the  business  presently  as the nature of our  business has changed
substantially since March 7, 2005, when we acquired FTIC.

The Company is authorized to issue  500,000,000  shares of its $0.0001 par value
Common  Stock  and  5,000,000  shares  of its  $0.001  Preferred  Stock.  During
September  2000,  the Company  issued  5,750,000  shares of its $0.001 par value
common stock to a former officer and current director in exchange for cash and a
vehicle in the amount of $22,949.  During  December  2000,  the  Company  issued
600,000  shares of its $0.001 par value common stock in exchange for  consulting
services valued. The consulting services were valued at $60,000.

                                     - 15 -
<PAGE>


 During December 2000, the Company  completed an offering pursuant to Regulation
D, Rule 505 of the  Securities  Act of 1933,  as amended,  and issued a total of
1,303,000  shares of its $0.001 par value  common  stock in exchange for cash of
$65,150. The funds were released to the Company on December 15, 2002. On May 31,
2002, the Company  completed its offering  pursuant to Regulation D, Rule 504 of
the Securities Act of 1933, as amended,  and issued a total of 633,250 shares of
its $0.001 par value  common  stock in exchange  for cash of $63,325.  The funds
were released to the Company in May 2002.  During June 2002,  the Company issued
310,000  shares of its $0.001 par value common stock in exchange for  consulting
services. The consulting services were valued at $31,000.  During June 2002, the
Company  issued  552,938 shares of its $0.001 par value common stock in exchange
for consulting services.  The consulting services were valued at $55,294.  There
have been no other issuances of common and/or preferred stock.

                                     - 16 -
<PAGE>

FUSA  financed  its  operations  during the period  from  September  13, 2000 to
December 31, 2004 primarily by issuing  capital stock to its founder,  officers,
and unaffiliated investors in exchange for cash and services, As of December 31,
2004, FUSA has received $6,664 in revenue.

As  of  December  31,  2004,  FUSA  had  $609  in  assets,  $86,723  in  current
liabilities,  and a working  capital  deficit  of  $86,114  The  current  assets
consisted of $184 in cash and  marketable  securities  and $425 in the form of a
prepaid expense.

B.
     Plan of Operation

The  Company  believes  that  it  has  insufficient  resources  to  support  its
operations for the next twelve to eighteen months. This conclusion is based upon
the fact that fixed costs for the Company could be substantial  in  implementing
its vision as currently contemplated.  Although the Company has indications from
investors  that they will  invest up to $3  million  USD in common  stock of the
Company, there is no legal obligation for them to do so and such a financing may
not occur. Currently,  the Company does not pay salaries and does not anticipate
paying  salaries  until the financing is complete.  However,  without  realizing
revenues,  the  Company  will  face  financial  difficulties  and  need to raise
additional  capital. It is the intent of the Company, in the next twelve months,
to raise funds and then to generate revenues sufficient to operate and grow as a
going concern.  The Company's  audited  financial  statements  clearly  indicate
concern on the part of the auditor as to the viability of the Company as a going
concern. If the Company does not realize  significant  revenues in the near-term
or  does  not  secure  additional  capital,  it may  be  difficult  to  continue
operations.

FUSA believes that it has  insufficient  resources to support its operations for
the next twelve to eighteen  months.  Without  realizing  revenues or additional
investment,  FUSA will face financial difficulties and needs to raise additional
capital.  It is the  intent of FUSA,  in the next  twelve  months,  to  generate
investment and revenues sufficient to operate and grow as a going concern.


                                     - 17 -
<PAGE>


Item 7. Financial Statements

                             TABLE OF CONTENTS

                                                                       PAGE

REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM                       F-1

BALANCE SHEET                                                          F-2

STATEMENTS OF OPERATIONS                                               F-3

STATEMENTS OF STOCKHOLDERS' EQUITY                                     F-4

STATEMENTS OF CASH FLOWS                                               F-5

NOTES TO FINANCIAL STATEMENTS                                          F-6

                                     - 18 -
<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Fusa Capital Corporation
Miami, Florida

We have  audited the  accompanying  balance  sheet of Fusa  Capital  Corporation
(formerly  Galaxy  Championship  Wrestling,  Inc. (a Nevada  corporation  in the
development  stage) as of  December  31,  2004,  and the related  statements  of
operations,  stockholders'  equity  (deficit),  and cash flows for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based  on our  audit.  The  financial  statements  of  Fusa  Capital
Corporation  as of December  31,  2003 , were  audited by other  auditors  whose
report  dated  April  5,  2004 ,  expressed  an  unqualified  opinion  on  those
statements.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company has determined that it
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audit included  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Fusa Capital Corporation as of
December 31, 2004,  and the results of its operations and its cash flows for the
year then ended, in conformity with accounting  principles generally accepted in
the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the  Company  is in the  development  stage  and has not  commenced
operations.  Its ability to continue as a going  concern is  dependent  upon its
ability to develop  additional  sources of capital,  and/or  achieve  profitable
operations.  These  conditions  raise  substantial  doubt  about its  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.



Braverman International, P.C.
Prescott, Arizona
February 27, 2005


                                       F-1

<PAGE>



                            FUSA CAPITAL CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                December 31, 2004



<table>
<caption>

                                            ASSETS
                                  -------------------------------

                                                                    <c>
CURRENT ASSETS
      Cash                                                           $         184
      Prepaid expense                                                          425
                                                                    --------------

         Total Current Assets                                        $         609
                                                                    ==============




                          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                          ----------------------------------------------

CURRENT LIABILITIES
       Accounts payable                                              $       1,360
       Notes payable                                                        84,565
       Accrued interest                                                        798
                                                                    --------------

       Total Current Liabilities                                            86,723
                                                                    --------------

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, 9,149,188 issued and
     outstanding                                                               915
    Paid in capital                                                        323,063
    (Deficit) accumulated during the development stage                    (410,092)
                                                                    --------------


Total Stockholders' Equity (Deficit)                                       (86,114)
                                                                    --------------

                                                                     $         609
                                                                    ==============
</table>






                            SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

                                                F-2
<PAGE>

                            FUSA CAPITAL CORPORATION
                         ( a Development Stage Company)
                            STATEMENTS OF OPERATIONS

<table>
<caption>
                                                                                                             Cumulative
                                                                                                                from
                                                                                                            September 13
                                                                                                                2000
                                                                                                             (Inception)
                                                                                                                 to
                                                                    Years Ended December 31,                December 31,
                                                             -------------------------------------
                                                                   2004                 2003                    2004
                                                             -----------------    ----------------       -------------------

                                                            <c>                 <c>                     <c>
REVENUE                                                       $             -     $              -        $          6,669
                                                             -----------------    ----------------       -------------------

COSTS AND EXPENSES

  Cost of services                                                          -                    -                   2,665
  General and administrative                                           66,564               16,417                 390,149
  Depreciation                                                            807                3,206                   8,485
  Loss on disposition of fixed assets                                   8,260                    -                  15,462
                                                             ----------------    -----------------       -------------------


    TOTAL COSTS AND EXPENSES                                           75,631               19,623                 416,761
                                                             ----------------    -----------------       -------------------

NET (LOSS)                                                    $       (75,631)    $        (19,623)       $       (410,092)
                                                             =================    ================       ===================

BASIC NET (LOSS) PER COMMON SHARE                             $         (0.01)    $              *
                                                             =================    ================

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING                                        9,148,188            9,148,188
                                                             =================    ================

* Less than $(.01) per share
</table>






                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       F-3

<PAGE>

                            FUSA CAPITAL CORPORATION
                         ( a Development Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY

<table>
<caption>
                                  Common Stock                                                      (Deficit)          Total
                             -------------------------                                             Accumulated      Stockholders'
                                                                                                     During           Equity
                                                                                                   Development      (Deficit)
                                                                      Subscriptions    Deferred       Stage
                                                          Paid-in        Payable     Compensation
                               Shares       Amount        Capital
                            =====================================================================================================
         
                 <c>            <c>           <c>            <c>           <c>             <c>             <c>
         Inception

         Donated Capital            -    $       -     $        125   $        -    $           -   $          -     $        125

         September 13, 2000
         Stock issued for
         cash and a
         vehicle @ $.004
         per share           5,750,000         575           22,374                                                        22,949

         December 1, 2000
         Stock issued for
         services @ $.10
         per share             600,000          60           59,940                                                        60,000

         December 1, 2000
         Stock issued for
         cash @ $.05 per
         share               1,303,000         130           65,020                                                        65,150

         Net (loss)
         September 13,
         2004 (Inception)
         to December 31,
         2000                                                                                           (107,683)        (107,683)
                             =====================================================================================================

         Balance,
         December 31, 2000   7,653,000         765          147,459            -                -       (107,683)          40,541
                             -----------------------------------------------------------------------------------------------------
         December 1, 2001
         Cash received for
         504 offering                                                      63,325                                          63,325

         Net (loss) for
         the year ended
         December 31, 2001                                                                              (101,175)        (101,175)
                             =====================================================================================================

         Balance,
         December 31, 2001   7,653,000         765          147,459        63,325               -       (208,858)           2,691
                             -----------------------------------------------------------------------------------------------------

         May 1, 2002
         Stock from 504
         offering issued
         for cash @ $.10
         per share             633,250          63           63,262       (63,325)                                              -

         June 1, 2002
         Stock issued for
         services @ $.10
         per share             310,000          31           30,969                                                        31,000

         June 1, 2002
         Stock issued for
         services @ $.10
         per share             552,938          55           55,239                       (10,000)                         45,294

         June 1, 2002

         Donated capital                                      5,550                                                         5,550

         Net (loss) for
         the year ended
         December 31, 2002                                                                              (105,980)        (105,980)
                             =====================================================================================================

         Balance,
         December 31, 2002   9,149,188         915          302,478            -          (10,000)      (314,838)         (21,445)
                             -----------------------------------------------------------------------------------------------------

         December 2003
         Deferred
         Compensation                                                                      10,000                          10,000

         Net (loss) for
         the year ended
         December 31, 2003                                                                               (19,623)         (19,623)
                             -----------------------------------------------------------------------------------------------------

         Balance,
         December 31, 2003   9,149,188         915          302,478            -                -       (334,461)         (31,068)
                             =====================================================================================================

         March 31, 2004
         Contributed
         Capital for
         services                                             1,750                                                         1,750

         Debt from related
         parties
         contributed to
         capital                                             38,835                                                        38,835

         April 6, 2004
         Purchase
         outstanding
         warrants                                           (20,000)                                                      (20,000)

         Net (loss) for
         the year ended
         December 31, 2004                                                                               (75,631)         (75,631)
                             -----------------------------------------------------------------------------------------------------


         Balance,
         December 31, 2004   9,149,188   $     915     $    323,063   $        -    $           -   $   (410,092)    $    (86,114)
                             =====================================================================================================
</table>






                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS



                                 F-4

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS

<PAGE>

                            FUSA CAPITAL CORPORATION
                         ( a Development Stage Company)
                            STATEMENTS OF CASH FLOWS


<table>
<caption>

                                                                                                                 Cumulative
                                                                                                                    from
                                                                                                                September 13
                                                                                                                    2000
                                                                                                                 (Inception)
                                                                                                                     to
                                                                         Years Ended December 31,                 December 31,
                                                                ---------------------------------------
                                                                       2004                   2003                   2004
                                                                ------------------      ----------------      ------------------

                                                                <c>                    <c>                   <c>
OPERATING ACTIVITIES
         Net (loss) from operations                             $      (75,631)         $   (19,623)          $    (410,092)
        Shares issued for Services                                                                -                 146,294
        Contributed services                                            40,585                                       40,585
        Depreciation                                                       807                3,206                   8,485
        Loss on sale of fixed asset                                      8,260                   -                   15,462
        Adjustments to reconcile net (loss) to net
        cash (used) by operating activities:
        (Decrease) in deposits                                                                                        2,000
        (Increase) in prepaid expenses                                    (425)                  -                     (425)
        Increase (Decrease) in accounts payable                        (11,140)                 500                   1,360
        Increase in accrued interest                                       798                                          798
                                                                -----------------       ---------------       -----------------

              NET CASH (USED BY) OPERATING ACTIVITIES                  (36,746)             (13,917)               (197,533)
                                                                ------------------      ----------------      ------------------

INVESTING ACTIVITIES
        Purchase of fixed assets                                                                                    (10,448)
        Sale of fixed assets                                                                                          7,000
        Decrease in note receivable                                                           1,800
        Decrease (Increase) in marketable security                         100                                            -
                                                                ------------------      ----------------      ------------------

              NET CASH (USED BY) INVESTING ACTIVITIES                      100                1,800                  (3,448)
                                                                ------------------      ----------------      ------------------

FINANCING ACTIVITIES
        Issuance of common stock                                                                                    136,475
        Donated Capital                                                                                                 125
        Decrease (increase) in deferred compensation                                         10,000
        (Decrease) in note payable                                      (6,000)
        Increase in notes payable                                       42,762                2,000                  64,565
                                                                ------------------      ----------------      ------------------
              NET CASH PROVIDED BY FINANCING ACTIVITIES                 36,762               12,000                 201,165
                                                                ------------------      ----------------      ------------------

              NET INCREASE IN CASH                                         116                 (117)                    184
                                                                ------------------      ----------------      ------------------

              CASH, BEGINNING OF PERIOD                                     68                  185                       -
                                                                ------------------      ----------------      ------------------

                                                                $          184                  68                      184
              CASH, END OF PERIOD                               =================       ================      ==================


NON-CASH TRANSACTIONS:
        Stock issued for services                                                                             $     146,294
                                                                                                               =================
        Number of shares issued for services                                                                      1,462,938
                                                                                                               =================
        Stock issued in exchange for fixed assets                                                             $      20,499
                                                                                                               =================
        Number of shares issued for fixed assets                                                                  3,745,556
                                                                                                               =================

       Outstanding warrants purchased by issuance of note payable $     20,000                                $      20,000
                                                                  ===============                              =================
</table>





                 SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


                                       F-5


<PAGE>

Note 1 - History and organization of the company

The Company was organized  September 13, 2000 (Date of Inception) under the laws
of the State of Nevada, as FUSA Financial Corporation,  (the Company), (formerly
Galaxy Championship Wrestling,  Inc.). The Company has minimal operations and in
accordance  with Financial  Accounting  Standards  Board  Statement No. 7, it is
considered a development  stage company.  The Company adopted December 31 as its
fiscal year end.

Change in control of the Company  occurred during the first quarter of 2004 when
the  majority of the  outstanding  common  stock of the Company was  acquired by
independent parties.

Note 2 - Accounting  policies and procedures

Cash and cash  equivalents

For the purpose of the statements of cash flows, all highly liquid   investments
with an original maturity of  three   months   or   less are   considered   cash
equivalents. Cash equivalents include funds   held in a money  market   account.
There are no cash equivalents as of December 31, 2004.

Advertising costs

The Company expenses all costs of advertising as incurred.

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 financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain  market assumptions
and pertinent information available to management as of   December 31, 2004. The
respective carrying value of certain   on-balance-sheet    financial instruments
approximated their fair values. These financial   instruments   include cash and
equivalents, accounts payable, and notes payable. Fair   values  were assumed to
approximate carrying values because they are short term    in nature   and their
carrying amounts approximate fair values or they are payable on demand.

Fixed assets

All fixed assets were abandoned in early 2004 as they were no  longer being used
by the Company. Previously, the cost of fixed assets was  depreciated over their
estimated useful lives of 5 years,   utilizing    the  straight-line method. The
amount written off was $8,260.

Note 2 - Accounting policies and procedures

Impairment of long-lived assets

Long-lived assets held and used by the Company   are   reviewed   for   possible
impairment whenever events or circumstances indicate the carrying   amount of an
asset may not be recoverable or is impaired. No   such   impairments   have been
identified by management at December 31, 2004.

Reporting on the costs of   start-up   activities

Statement of Position 98-5 (SOP 98-5), "Reporting   on   the   Costs of Start-Up
Activities," which provides guidance on the financial  reporting   of   start-up
costs and organizational costs, requires most costs of   start-up activities and
organizational costs to be   expensed   as   incurred. SOP 98-5 is effective for
fiscal years beginning after December 15,   1998. With the adoption of SOP 98-5,
there   has been little or no effect on the Company's financial statements.

Loss per share

Basic loss per share is computed by dividing the net  loss   by   the   weighted
average number of common shares outstanding available   to   common stockholders
during the period. The computation for loss per common share, assuming dilution,
for the years ended December 31, 2004 and 2003, was  antidilutive, and therefore
is not included. Outstanding warrants as of    December 31, 2003 totaled 53,325.
All of these warrants were purchased back  by the Company for $20,000 which cost
was charged against Paid in Capital in 2004.

Dividends

The Company has not yet adopted any policy regarding   payment  of dividends. No
dividends have been paid or declared since inception.

                                    F-6
<PAGE>

Segment reporting

The Company follows   Statement   of   Financial   Accounting Standards No. 131,
"Disclosures  About  Segments   of an   Enterprise and Related Information." The
Company operates as a single segment and   will   evaluate   additional  segment
disclosure requirements as it expands its operations.

Income taxes

The Company    follows  Statement  of  Financial  Accounting  Standard  No. 109,
"Accounting for Income Taxes" ("SFAS No. 109") for   recording the provision for
income taxes. Deferred tax assets and   liabilities are  computed based upon the
difference between the financial  statement and income   tax basis of assets and
liabilities using  the   enacted   marginal tax rate applicable when the related
asset or liability is expected   to be realized or  settled. Deferred income tax
expenses or benefits are based  on the changes in   the asset  or liability each
period. If available evidence suggests that it is more likely than not that some
portion or all of the deferred tax  assets   will   not be realized, a valuation
allowance is required to reduce the deferred  tax assets to   the amount that is
more likely than not to be realized. Future changes in such  valuation allowance
are included in the provision for deferred income taxes in the period of change.


Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for   financial    accounting   and   tax purposes in
different periods. Deferred   taxes   are  classified as current or non-current,
depending on the classification of assets and  liabilities to which they relate.
Deferred taxes arising from temporary differences that   are   not related to an
asset or liability are classified as current or   non-current   depending on the
periods in which the temporary differences are expected to reverse.

Recent pronouncements

In July 2002, the FASB issued SFAS No. 146, "Accounting   for   Costs Associated
with Exit or Disposal Activities", which   addresses   financial  accounting and
reporting for costs associated with exit or disposal activities  and  supersedes
EITF No. 94-3, "Liability Recognition for Certain Employee  Termination Benefits
and Other Costs to Exit an Activity (including   Certain   Costs Incurred   in a
Restructuring)." SFAS No. 146   requires  that a liability for a cost associated
with an exit or disposal activity be recognized  when the liability is incurred.
Under EITF No. 94-3, a liability for an exit cost was  recognized at the date of
an entity's commitment to an exit plan. SFAS No. 146   also establishes that the
liability should initially be   measured   and   recorded   at   fair value. The
provisions of SFAS No. 146 will  be adopted for exit or disposal activities that
are initiated after December 31, 2002.

In  November   2002, the   FASB   issued   FASB   Interpretation ("FIN") No. 45,
"Guarantors Accounting and Disclosure  Requirements for   Guarantees,  Including
Indirect Guarantees and Indebtedness of Others", an interpretation of FIN No. 5,
57 and 107, and rescission of FIN No. 34, "Disclosure of Indirect  Guarantees of
Indebtedness of Others". FIN 45 elaborates on the disclosures  to be made by the
guarantor in its interim and annual financial statements   about its obligations
under certain guarantees that it has issued. It also   requires that a guarantor
recognize, at the inception of a guarantee, a    liability for the fair value of
the obligation undertaken in issuing the guarantee. The  initial recognition and
measurement provisions of this interpretation are    applicable on a prospective
basis to guarantees issued  or   modified after    December 31, 2002; while, the
provisions of the disclosure requirements are effective for financial statements
of interim or   annual   periods   ending   after December 15, 2002. The company
believes that the adoption of such interpretation   will   not   have a material
impact on its financial position or  results   of operations and will adopt such
interpretation during fiscal year 2004, as required.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities", an interpretation of Accounting Research Bulletin No. 51.  FIN No. 46
requires that variable interest entities  be consolidated   by a company if that
company is subject to a majority of the  risk of loss from the variable interest
entity's activities  or  is   entitled to   receive   a majority of the entity's
residual returns or both.  FIN No. 46  also  requires disclosures about variable
interest entities that companies are not required to  consolidate but in which a
company has a significant variable interest. The  consolidation  requirements of
FIN No. 46 will apply  immediately  to  variable interest entities created after
January 31, 2003. The consolidation   requirements   will   apply   to  entities
established prior to January 31, 2003 in the first fiscal year or interim period
beginning after June 15, 2003. The disclosure  requirements  will  apply  in all
financial statements issued after January 31, 2003. The company began  to  adopt
the provisions of FIN No. 46 during the first quarter of fiscal 2003.

In May 2003, the FASB issued  SFAS No. 150, "Accounting  for  Certain  Financial
Instruments with Characteristics  of Both  Liabilities and Equity." SFAS No. 150
changes the classification in the  statement  of  financial  position of certain
common financial instruments from  either  equity or  mezzanine  presentation to
liabilities and requires an issuer of those financial statements   to  recognize
changes in fair value or redemption amount, as applicable, in earnings. SFAS No.
150 is effective for financial instruments entered  into or   modified after May
31, 2003, and with one exception,  is  effective  at  the beginning of the first
interim period beginning  after   June 15, 2003. The effect of adopting SFAS No.
150 will be recognized as a  cumulative effect of an accounting change as of the
beginning   of   the period   of   adoption. Restatement of prior periods is not
permitted. SFAS No. 150 did not   have   any  impact  on the Company's financial
position or results of operations.

Stock-Based Compensation

The Company accounts for stock-based awards to  employees   in   accordance with
Accounting  Principles   Board  Opinion No. 25,  "Accounting for Stock Issued to
Employees"  and related   interpretations   and  has adopted the disclosure-only
alternative of SFAS No. 123, "Accounting for  Stock-Based Compensation." Options
granted to consultants, independent  representatives and other non-employees are
accounted for using the fair value method as prescribed by SFAS No. 123.

In December 2002, the  FASB  issued  SFAS  No. 148, "Accounting  for Stock-Based
Compensation--Transition and  Disclosure--an amendment  of  SFAS  No. 123." This
Statement   amends  SFAS No. 123,  "Accounting for Stock-Based Compensation", to
provide alternative methods of  transition  for  a  voluntary change to the fair
value based method   of   accounting   for stock-based employee compensation. In
addition, this statement   amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures  in both   annual and interim financial statements
about the method of accounting for stock-based   employee   compensation and the
effect of the method used on reported results. The   adoption of SFAS No. 148 is
not expected to have a  material   impact on the company's financial position or
results of operations.

                                   F-7
<PAGE>

SFAS No. 123R was recently  issued   which replaces SFAS No. 123.   It   becomes
effective in the first Interim  or  annual  reporting   period that begins after
December 15, 2005 for small business issuers. This  statement no longer allows a
fair value based  method  which  was  provided by APB 25. SFAS No. 123R covers a
wide range of  share-based  compensation  arrangements, including share options,
restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. It establishes  standards  for the accounting for
transactions in which an entity exchanges its  equity  instruments  for goods or
services. The revised statement doesn't prescribe a specific valuation technique
that is to be used.

Note 3 - 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 generated minimal revenues.
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 it would be unlikely for the Company to continue as a going
concern. Management's plan is to develop the video   and   audio   search engine
technology business through a merger contemplated   with     FUSA     Technology
Investments, Corp.

The officers and directors are involved in other business activities and may, in
the future, become involved in  other    business opportunities. If  a  specific
business opportunity    becomes   available, such persons may face a conflict in
selecting between the   Company  and their other business interests. The Company
has not formulated a policy for the resolution of such conflicts.

Note 4 - Income taxes

The provision for income taxes differs from the  amount computed by applying the
statutory federal income tax rate to income  before  provision for income taxes.
The sources and tax effects of the differences   are   as   follows:

U.S federal statutory rate   (34.0%)

Valuation reserve             34.0%

Total                            -%

As of December 31, 2004,  the Company had net operating tax loss carry  forwards
as follows:

Year     Amount   Expiration

2000     $107,683   2020
2001     $101,175   2021
2002     $105,980   2022
2003     $ 19,623   2023
2004     $35,046    2024

Total    $369,507

No income tax returns  have been filed since  inception;  however,  no penalties
should apply.


Such losses may not be fully  deductible  due to  contributed  services  and the
change in ownership  rules under Section 382 of the Internal  Revenue Code.  The
Company has  established  a  valuation  allowance  of $125,000  for the full tax
benefit of the operating loss carryovers  totaling  $125,000 of which $7,000 and
$6,700 relates to 2004 and 2003, respectively,  due to the uncertainty regarding
realization using a 34% federal income tax rate.

Note 5 - Write off of Note Receivable

During the year ended December 31, 2003, the Company wrote-off a $ 1,800 loan.

Note 6 - Notes payable

Two notes issued for the purchase of an automobile in 2001 totaling  $6,000 were
forgiven by the  creditors  during early 2004 and  classified  as a component of
paid in capital. These loans did not bear interest.


                                   F-8
<PAGE>

During 2004 the Company  financed its  activities  with funds  borrowed  from an
unrelated party. The note represents a number of previous  obligations  incurred
by the Company in 2003 and 2004. The note includes interest  previously owing on
the refinanced  debt,  bears interest at 6 per cent per annum,  and is unsecured
and payable on demand.

Note 7 - Stockholders' equity

In June 2004 the  shareholders  approved  a change in the  authorized  number of
shares of the Company.  The par value of preferred  shares was changed to $.0001
from $.001 for the 5,000,000 shares the Company had authorized  previously,  and
increased the  authorized  common shares to  500,000,000  from  20,000,000 and a
change in the par value to $0.0001 from $.001.  Accordingly,  retroactive effect
has  been  given  to the  change  in par  value  from  $.001  to  $.0001  in the
accompanying financial statements for the par value of common stock common stock
to $915 from $9149. This change had no effect on previously  reported basic loss
per share.

During 2004, a related  party (a company  owned by FUSA's  president)  which had
provided management and office overhead for the Company,  contributed to paid in
capital as of December 31, 2004,  $24,585 of such  services.  The balance of the
total of contributed capital for 2004 of $16,000 came from the contribution from
existing  shareholders of $16,000 which was used to pay off two Company loans as
part of the arrangement  when the change in control of the Company in early 2004
was implemented.

Note 8 - Deferred compensation

On June 10, 2002,  the Company  issued  552,938  shares of its $0.0001 par value
common stock to Go Public First, Inc. for consulting services valued at $55,294,
of which  $10,000 is  considered  deferred  compensation.  During the year ended
December 31, 2003, the Company amortized $10,000 of consulting  services and the
balance of deferred compensation is $0.

Note 9 - Warrants and options

As of May 31, 2002, the Company issued 53,325 warrants to purchase the Company's
$0.001 par value common stock on a one-for-one basis. The warrant exercise price
is $0.11 per share of common stock and  substantially  all  warrants  would have
expired on or before May 31, 2005.

During the year ended December 31, 2004, all of these warrants were cancelled by
the Company for $20,000.  This cost,  which was evidenced by an unsecured demand
note,  was  classified  as a reduction  of paid in capital at date of  purchase,
April 6, 2004.

Note 10- Operating  lease

In September  2004,  the Company  leased an automobile  for a 3 year period with
minimum  monthly  lease  payments  including  sales tax of $437.62  for a 3 year
period.  In February 2005, it was discovered  that this  obligation  should have
been the  obligation  of an unrelated  party,  inasmuch as the vehicle was being
used by that party.  Accordingly,  as of December 31, 2004 all expenses incident
to its operation,  which had been paid by several related and unrelated parties,
including  lease  payments,  were reversed for 2004.  The total of such expenses
were $4,834.

The obligation for the remainder of the closed end lease is still the Company's,
however; the lease payments and operating costs are being paid by other parties.
As of December 31, 2004 the following is the balance of annual lease payments:

2005          $  5,251
2006             5,251
2007             3,939
              --------
Total         $ 14,441

                                     F-9
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE.

On May 24, 2004, based upon the recommendation  of  and approval by our board of
directors,   the   Company   dismissed  Beckstead and Watts, LLP ("Beckstead and
Watts") as its  independent auditor and engaged Braverman and Co., P.C. to serve
as its independent    auditor   for the   fiscal  year ending December 31, 2004.
Beckstead and Watts' reports on the Company's financial statements   for each of
the fiscal years ended December 31, 2003 and 2002 did not contain   an   adverse
opinion or disclaimer of opinion, nor were they  qualified   or   modified as to
uncertainty, however, the audit reports contained  going concern qualifications.

During the years ended December 31, 2003 and 2002,  there were no  disagreements
with  Beckstead and Watts on any matter of  accounting  principle  or  practice,
financial  statement  disclosure or auditing  scope or procedure  which,  if not
resolved  to  Beckstead and Watts'  satisfaction, would have caused them to make
references  to the  subject  matter in  connection  with  their  reports  of the
Company's financial statements for such years.

In addition,  the Company believes there were no reportable events as defined in
Item 304(a)(1)(iv)(B) of Regulation S-B. The Company has provided  Beckstead and
Watts with a copy of the foregoing statements and requested that   Beckstead and
Watts provide it with aletter addressed   to   the   Securities   and   Exchange
Commission stating whether it agrees   with  the foregoing statements. A copy of
Beckstead and Watts' letter is filed as  an   exhibit to the Company's report on
Form 8-K as previously filed with the Commission on May 24, 2004.

On May 24, 2004, the board of directors of the Company   engaged  the accounting
firm of Braverman and Co., P.C. as principal accountants of Galaxy  Championship
Wrestling, Inc. for the fiscal year ended December 31, 2004. The Company has not
consulted Braverman and Co., P.C. during the Company's   two  most recent fiscal
years.

ITEM 8A. CONTROLS AND PROCEDURES.

DISCLOSURE  CONTROLS AND PROCEDURES.  The Company maintains  disclosure controls
and  procedures  that are  designed  to ensure that  information  required to be
disclosed in our Securities Exchange Act of 1934 reports is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms,  and  that  such  information  is  accumulated  and  communicated  to our
management,  including our Chief Executive  Officer,  as  appropriate,  to allow
timely  decisions  regarding  required  disclosure.  As of the end of the period
covered by this report, December 31, 2004, we completed an evaluation, under the
supervision  and with the  participation  of our  management,  consisting of our
Chief Executive Officer, of the effectiveness of the design and operation of our
disclosure  controls and procedures  pursuant to Securities Exchange Act of 1934
Rules  13a-14(C) and 15d-14c).  Based upon the  foregoing,  our Chief  Executive
Officer  concluded that our disclosure  controls and procedures are effective in
connection  with the filing of this annual  report on Form 10-KSB for the fiscal
year ended December 31, 2004.

CHANGES IN INTERNAL CONTROLS.  There were no significant changes in our internal
controls over financial reporting during the fiscal year ended December 31, 2004
that have materially affected or are reasonably likely to materially affect, our
internal controls over financial reporting.

                                     - 23 -
<PAGE>


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons

A.
     Directors, Executive Officers and Significant Employees

The names,  ages, and positions of the Company's  current and former  directors,
executive officers, and significant employees are as follows:

      NAME            AGE      POSITION                 DIRECTOR SINCE/UNTIL
--------------------------------------------------------------------------------

Jerome Jolly           40      Former President, Treasurer,     September 2000/
                               Secretary, and Director
                                                                 May 2004

Grady Johnson          63      Former Executive-VP, Treasurer,  September 2000/
                               Director
                                                                 May 2004

Camila Maz             36      Sole Officer and Director        May 2004/

                                                                  March 2005

Jenifer Osterwalder    40      President, Treasurer, Chief      March 2005/
                               Executive Officer, Secretary,
                               Principal Accounting Officer,      Present
                               Director.


Alexander Khersonski   33      Director                         March 2005/

                                                                   Present



Jenifer  Osterwalder  has  served as  Executive  Officer,  Secretary,  Principal
Accounting  Officer and Director since March 7, 2005.  From January 2005 - March
2005, Jenifer was employed by FUSA Technology Investments Corp of Vancouver, BC,
Canada as President,  CEO,  Secretary  and Treasurer and Director.  From January
2000 -  January  2005  Jenifer  was a  consultant  to Five  Seas  Securities  of
Vancouver,  BC, Canada holding a position of Investment Banker. From August 2004
- December 2004 Jenifer was a consultant to International Conference Services of
Vancouver,  BC,  Canada  holding the  position as Manager.  From  January 2003 -
December  2003,  Jenifer was a consultant to Terrikon  Corporation of Vancouver,
BC,  Canada  holding the position of Investment  Liason and Marketing  Director.
Jenifer  Osterwalder  received her BSBA from Ohio State  University of Columbus,
Ohio marketing and logistics and is currently  enrolled in University of Phoenix
in the MBA program.

Alexander Khersonski has served as a director since March 7, 2005. From November
2004 - to the present he serves Alderwoods Group Inc., Burnaby,  B.C., Canada as
a Senior  Accountant.  From August 2004 - October 2004 he served  Scorpio Mining
Group of Vancouver,  BC, Canada as Assistant  Controller.  From September 2003 -
July 2004 he served Dawn Pacific  Management Corp.,  Vancouver,  BC, Canada as a
Corporate  Accountant  - Client  Services.  From  January  2000 - August 2000 he
served ICC International  Business Services Ltd., Vancouver,  B.C., Canada, as a
Consultant. Additionally, from September 2000 - August 2003 he served the Jewish
Community Centre of Greater  Vancouver as a Senior  Accountant.  He received his
CGA  Designation  in 2005 from the CGA BC  Association,  Vancouver,  Canada.  He
received his B.Sc.  in Economics and  Management  in May, 1993 from  Chelyabinsk
State Technical University, Chelyabinsk, Russia.

Jerome  Jolly  resigned as an officer and  director in May of 2004.  James Grady
Johnson resigned as an officer and director in May of 2004.  Camila Maz resigned
as an officer and director in March of 2005.

The Company does not have an audit  committee  financial  expert  serving on its
audit committee.  The Company believes that an audit committee  financial expert

                                     - 24 -
<PAGE>

is not currently needed due to the fact that the Company has a limited number of
financial  transactions,  the  financial  transactions  being  conducted are not
complex, and the Company has limited resources available to hire such an expert.

B.
     Family Relationships

None.

C.
    Involvement on Certain Material Legal Proceedings During the Last Five Years

No director, officer, significant employee or consultant has been convicted in a
criminal  proceeding,  exclusive of traffic  violations.  No director,  officer,
significant employee or consultant has been permanently or temporarily enjoined,
barred, suspended or otherwise limited from involvement in any type of business,
securities or banking activities.  No director,  officer or significant employee
has been  convicted of violating a federal or state  securities  or  commodities
law.

                                     - 25 -
<PAGE>


Item 10. Executive Compensation.

Summary Compensation Table

    NAME                POSITION                               COMPENSATION
--------------------------------------------------------------------------------

Jerome Jolly            President, Treasurer, Secretary, and        None
                        Director

Grady Johnson          Executive VP, Treasurer, and Director        None

Camila Maz             Sole Officer and Director                    None

Jenifer Osterwalder    President, Treasurer, Chief Executive        None
                       Officer, Secretary, Principal Accounting
                       Officer, Director.

Alexander Khersonski   Director                                     None



As of the date of this Registration  Statement, a limited amount of compensation
has been paid to the Company's officers and directors. Officers and directors of
the  Company  will not receive  regular  salary  compensation  until the Company
becomes  profitable from revenue  producing  operations.  The Board of Directors
will  determine  the  amount  of  their  salaries,  which  will  depend  on  the
profitability of the Company.

In the  future,  the  Board  of  Directors  may  set  annual  bonuses  based  on
profitability and performance of the Company.

Employment Contracts

The Company has no employment agreements with any of its officers or directors.


Item 11. Security Ownership of Certain Beneficial Owners and Management.

Security Ownership of Certain Beneficial Owners and Management

The  following  table  sets  forth  certain  information  as of the date of this
Registration  Statement with respect to the  beneficial  ownership of the Common
Stock of the Company by (i) each director,  (ii) each executive  officer,  (iii)
the directors and officers of the Company as a group, (iv) and each person known
by the Company to own  beneficially  more than five  percent  (5%) of the Common
Stock.  Unless otherwise  indicated,  the owners have sole voting and investment
power with respect to their respective shares.

<TABLE>
<CAPTION>
Title of Class      Name of Beneficial Owner                      Number of Shares      % of Class
--------------------------------------------------------------------------------------------------------
<S>                 <C>                                           <C>               <C>
Common Stock        Camila Maz(3)                                   5,750,000            31.68%
Common Stock        Jenifer Osterwalder, President, Treasurer,        300,000             1.65%
                    Chief Executive Officer, Secretary,
                    Principal Accounting Officer, Director. (1)
Common Stock        Alexander Khersonski Director (2)                       0             0.00%
Common Stock        Tommy Jo St. John                               2,700,000            14.88%
--------------------------------------------------------------------------------------------------------
Common Stock        Officers and Directors as a Group                 300,000             1.65%
</TABLE>

Footnotes:
(1).
The address for Jenifer Osterwalder is 1304 - 1055 Homer Street,
Vancouver BC, Canada, V6B1G3.
(2). The address for Alexander Kheronski is 8110 Oak Street,
     Vancouver, BC V6P4A7.
(3). The Address for Camila Maz is 2501 E. Commercial Blvd., Suite 212,
     Ft. Lauderdale,  FL 33308.

                                     - 26 -
<PAGE>

Change in Control

No arrangements exist that may result in a change of control of FUSA.


Item 12. Certain Relationships and Related Transactions.

During  2004, a related  party (a company  owned by FUSA's  president)  that had
provided management and office overhead for the Company,  contributed to paid in
capital as of December 31, 2004,  $24,585 of such  services.  The balance of the
total of contributed  capital for 2004 of $16,000 came from the  cancellation of
$10,000  from an account  payable  and $6,000  from the  cancellation  of a note
payable.

In September  2004,  the Company  leased an automobile  for a 3 year period with
minimum  monthly  lease  payments  including  sales tax of $437.62  for a 3 year
period.  In February 2005, it was discovered  that this  obligation  should have
been the  obligation  of an unrelated  party,  inasmuch as the vehicle was being
used by that party.  Accordingly,  as of December 31, 2004 all expenses incident
to its operation,  which had been paid by several related and unrelated parties,
including  lease  payments,  were reversed for 2004.  The total of such expenses
were $4,834.

As of May 31, 2002, the Company issued 53,325 warrants to purchase the Company's
$0.001 par value common stock on a one-for-one basis. The warrant exercise price
is $0.11 per share of common stock and  substantially  all  warrants  would have
expired on or before May 31, 2005.

During the year ended December 31, 2004, all of these warrants were cancelled by
the Company for $20,000.  This cost,  which was evidenced by an unsecured demand
note,  was  classified  as a reduction  of paid in capital at date of  purchase,
April 6, 2004.


Item 13. Exhibits

(a)
Exhibits required by Item 601 of Regulation S-B

Exhibit Number                           Name and/or Identification of Exhibit


3.1             (i)
                  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             (ii)
                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 the Sarbanes-Oxley Act of 2002
31.2             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
                Additional Exhibits
99.1            Proprietary Invention and Assignment Agreement between the
                Company and Jenifer Osterwalder, dated March, 30, 2005.


(b)  Items reported on Form 8-K.

There were no reports  made by the issuer on Form 8-K during the  quarter  ended
December 31, 2004.

                                     - 27 -
<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit fees. Total annual audit fees billed for professional services rendered by
Braverman  International,  P.C. during the 2004 fiscal year (the first year they
were engaged as our auditors) for the audit of our annual  financial  statements
and the review of the financial  statements included in our quarterly reports on
Form 10-QSB, or services that are normally provided by Braverman  International,
P.C. in connection  with  statutory and regulatory  filings or  engagements  for
2004,  totaled  $3,920.  Audit  fees  billed  in 2005  for the  2004  audit  was
approximately $10,000.

Audit-related  Fees.  Total annual audit fees billed during the 2004 fiscal year
for  assurance  and related  services by Braverman  International,  P.C that are
reasonably  related to the  performance  of the audit or review of the Company's
financial  statements and not reported in the paragraph above under "Audit Fees"
were $0.

Tax Fees.  The total  fees  billed  during  the 2004 for  professional  services
rendered by Braverman International, P.C for tax compliance, tax advice, and tax
planning services were $0 Specifically,  these services involved  preparation of
the consolidated tax returns and guidance on tax accruals.

All Other Fees. There were  no  fees  billed  by  Braverman  International, P.C.
during our 2004 fiscal year for any other services rendered to the Company other
than the amounts set forth above.

                                     - 28 -
<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                           FUSA Capital Corporation Inc.
                  ---------------------------------------------------
                                    (Registrant)

 By: /s/ Jenifer Osterwalder, President, Treasurer, Chief Executive Officer,
         Secretary, Principal Accounting Officer, Director.

                                 March 30, 2005

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

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

 /s/ Jenifer Osterwalder         President, Principal Executive   March 30, 2005
                                  Officer, Director
------------------------------
     Jenifer Osterwalder


 /s/ Jenifer Osterwalder         Principal Financial Officer      March 30, 2005
------------------------------
        Jenifer Osterwalder

  /s/ Jenifer Osterwalder    Principal Accounting Officer     March 30, 2005
-------------------------------
        Jenifer Osterwalder