UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-KSB/A





[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 organization)
            (I.R.S.
                Employer Identification No.)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:




Common
      stock, $.0001 par value, 200,000,000 shares authorized 58,202,564 shares issued
      and outstanding as of January 19, 2006.




Check
      whether the issuer (1) filed all reports required to be filed by Section13
      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 bid price
      of
      $1.31 on January 18, 2006:






















TABLE
      OF
      CONTENTS




FORWARD-LOOKING
                STATEMENTS
            3PART
                IITEM
                1.
            DESCRIPTION
                OF BUSINESS
            3ITEM
                2.
            DESCRIPTION
                OF PROPERTY
            9ITEM
                3.
            LEGAL
                PROCEEDINGS
            9ITEM
                4.
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            9PART
                II.ITEM
                5.
            MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            10ITEM
                6.
            MANAGEMENT'S
                DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            11ITEM
                7.
            FINANCIAL
                STATEMENTS
            15ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            16ITEM
                8A.
            CONTROLS
                AND PROCEDURES
            16PART
                IIIITEM
                9.
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                SECTION
                16(a)OF THE EXCHANGE ACT
            17ITEM
                10.
            EXECUTIVE
                COMPENSATION
            18ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            18ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS
            19ITEM
                13.
            EXHIBITS
                AND REPORTS ON FORM 8-K
            19ITEM
                14.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            20














2







FORWARD-LOOKING
      STATEMENTS





In
      addition to historical information, this Report contains forward-looking
      statements. Such forward-looking statements are generally accompanied by words
      such as "intends," "projects," "strategies," "believes," "anticipates," "plans,
      "and similar terms that convey the uncertainty of future events or outcomes.
      The
      forward-looking statements contained herein are subject to certain risks and
      uncertainties that could cause actual results to differ materially from those
      reflected in the forward-looking statements. Factors that might cause such
      a
      difference include, but are not limited to, those discussed in ITEM 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.





NOTE:
      THIS 10KSB HAS BEEN AMENDED TO REFLECT CHANGES IN THE AUDIT REPORT OF OUR
      INDEPENDENT AUDITORS, BRAVERMAN INTERNATIONAL, PC AND THE ADDITION OF THE
      CORRECTED 2003 AUDIT REPORT BY OUR PREVIOUS AUDITORS, BECKSTEAD AND WATTS,
      LLP.





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.








3





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.







4






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 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.





5





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.








6






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.








7





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 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.






8






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.




(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.








9







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.








10








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.








11






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








12





(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)
            
            Cost4/30/05
            
            Search
                engine complete
            
            $50,000Websites
                operationalEngine
                Deployed06/01/05
            
            Drive
                Traffic
            
            $250,000Hire
                Sales Person06/30/05
            
            Develop
                technical team
            
            $250,000Compile
                usage statisticsIdentify
                customersDevelop
                customer rapport09/30/05
            
            Sales
                Presentation
            
            $150,000Hire
                second sales personDevelop
                beta testDeploy
                beta test12/31/05
            
            Evaluate
                beta test
            
            $100,000Sign
                license agreementsIdentify
                OEM customersDevelop
                OEM beta testDeploy
                beta test4/30/05
            
            Evaluate
                OEM beta test
            
            $200,000Sign
                OEM license agreementsArchitect
                upgradesBegin
                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.




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.








13







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.


































14











Item
      7.
      Financial Statements





TABLE
      OF
      CONTENTS





PAGEREPORT
                OF INDEPENDENT REGISTERED ACCOUNTING FIRM
            F-1REPORT
                  OF PREDECESSORY INDEPENDENT PUBLIC ACCOUNTING FIRM
            F-2BALANCE
                SHEET
            F-3STATEMENTS
                OF OPERATIONS
            F-4STATEMENTS
                OF STOCKHOLDERS' EQUITY
            F-5STATEMENTS
                OF CASH FLOWS
            F-6NOTES
                TO FINANCIAL STATEMENTS
            F-7





























15








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, and for
      the period from September 13, 2000 (inception) to December 31, 2004. 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, and for the period from September 13, 2000 (inception) to
      December 31, 2004, 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




**Beckstead
        and Watts. LLP**
 ***Certified
        Public Accountants***
 2425
        W
        Horizon Ridge Parkway
 Henderson,
        NV 89052
 702.257.1984
        (tel)
 702.362.0540
        (fax)
 
 **INDEPENDENT
        AUDITORS’ REPORT**
 
 Board
        of
        Directors
 Galaxy
        Championship Wrestling, Inc.
 
 We
        have
        audited the Balance Sheet of Galaxy Championship Wrestling, Inc. (the “Company’)
        (A Development Stage Company), as of December 31, 2003 (not included herein),
        and the related Statements of Operations, Stockholders’ (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.
 
 We
        conducted our audit in accordance with generally accepted auditing standards
        in
        the United States of America. Those standards require that we plan and perform
        the audit to obtain reasonable assurance about whether the financial statements
        are free of material misstatement. An audit includes examining, on a test
        basis,
        evidence supporting the amounts and disclosures in the financial statement
        presentation. An audit also includes assessing the accounting principles
        used
        and significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our 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 Galaxy Championship Wrestling,
        Inc.
        (A Development Stage Company) as of December 31, 2003 (not included herein),
        and
        the results of its operations and cash flows for the year then ended, in
        conformity with generally accepted accounting principles 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 3 to the financial statements,
        the Company has had limited operations and have not commenced planned principal
        operations. This raises substantial doubt about its ability to continue as
        a
        going concern. Management’s plan in regard to these matters are also described
        in Note 3. The financial statements do not include any adjustments that might
        result from the outcome of this uncertainty.
 
 /s/ Beckstead
        and Watts. LLP
  April
        5,
        2004
    F-2





FUSA
      CAPITAL CORPORATION


(A
      DEVELOPMENT STAGE COMPANY)


BALANCE
      SHEET


December
      31, 2004














ASSETSCURRENT
                ASSETSCash
            
            $
            184Prepaid
                expense
            
            
            425Total
                Current Assets
            
            $
            609LIABILITIES
                AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                LIABILITIESAccounts
                payable
            
            $
            1,360Notes
                payable
            
            
            84,565Accrued
                interest
            
            
            798Total
                Current Liabilities
            
            
            86,723COMMITMENTS
                AND CONTINGENCIESSTOCKHOLDERS'
                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
            
            
            915Paid
                in capital
            
            
            323,063(Deficit)
                accumulated during the development stage
            
            
            (410,092
            )Total
                Stockholders' Equity (Deficit)
            
            
            (86,114
            )$
            609











SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS








F-3








FUSA
      CAPITAL CORPORATION


(
      a
      Development Stage Company)


STATEMENTS
      OF OPERATIONS





Years
                Ended December 31,
            
            Cumulative
              From
              September
                13
              2000
              (Inception)
              To
              December
                31,2004
            
            2003
            
            2004REVENUE
            
            $
            -
            
            $
            -
            
            $
            6,669COSTS
                AND EXPENSESCost
                of services
            
            
            -
            
            
            -
            
            
            2,665General
                and administrative
            
            
            66,564
            
            
            16,417
            
            
            390,149Depreciation
            
            
            807
            
            
            3,206
            
            
            8,485Loss
                on disposition of fixed assets
            
            
            8,260
            
            
            -
            
            
            15,462TOTAL
                COSTS AND EXPENSES
            
            
            75,631
            
            
            19,623
            
            
            416,761NET
                (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




















SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS











F-4


FUSA
      CAPITAL CORPORATION


(
      a
      Development Stage Company)


STATEMENTS
      OF STOCKHOLDERS' EQUITY


Common
                Stock
            
            Paid-in
            
            Subscriptions
            
            Deferred
            
            (Deficit)
              Accumulated
              During
              Development
            
            Total
              Stockholders'
              EquityShares
            
            Amount
            
            Capital
            
            Payable
            
            Compensation
            
            Stage
            
            (Deficit)InceptionDonated
                Capital
            
            
            -
            
            $
            -
            
            $
            125
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            125September
                13, 2000 Stock issued for cash and a vehicle @ $.004 per
                share
            
            
            5,750,000
            
            
            575
            
            
            22,374
            
            
            
            
            
            
            
            
            
            
            
            22,949December
                1, 2000 Stock issued for services @ $.10 per share
            
            
            600,000
            
            
            60
            
            
            59,940
            
            
            
            
            
            
            
            
            
            
            
            60,000December
                1, 2000 Stock issued for cash @ $.05 per share
            
            
            1,303,000
            
            
            130
            
            
            65,020
            
            
            
            
            
            
            
            
            
            
            
            65,150Net
                (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
            )
            
            40,541December
                1, 2001 Cash received for 504 offering
            
            
            
            
            
            
            
            
            
            
            
            63,325
            
            
            
            
            
            
            
            
            63,325Net
                (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
            )
            
            2,691May
                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
            
            
            
            
            
            
            
            
            
            
            
            31,000June
                1, 2002 Stock issued for services @ $.10 per share
            
            
            552,938
            
            
            55
            
            
            55,239
            
            
            
            
            
            (10,000
            )
            
            
            
            
            45,294June
                1, 2002 Donated capital
            
            
            
            
            
            
            
            
            5,550
            
            
            
            
            
            
            
            
            
            
            
            5,550Net
                (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
            
            
            
            
            
            10,000Net
                (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
            
            
            
            
            
            
            
            
            
            
            
            1,750Debt
                from related Parties contributed to capital
            
            
            
            
            
            
            
            
            38,835
            
            
            
            
            
            
            
            
            
            
            
            38,835April
                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
            )




SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




F-5








FUSA
      CAPITAL CORPORATION


(
      a
      Development Stage Company)


STATEMENTS
      OF CASH FLOWS




Years
                Ended December 31,
            
            CumulativeFrom
              September
                132000(Inception)ToDecember
                31,2004
            
            2003
            
            2004OPERATING
                ACTIVITIESNet
                (loss) from operations
            
            $
            (75,631
            )
            $
            (19,623
            )
            $
            (410,092
            )Shares
                issued for Services
            
            
            
            
            
            -
            
            
            146,294Contributed
                services
            
            
            40,585
            
            
            
            
            
            40,585Depreciation
            
            
            807
            
            
            3,206
            
            
            8,485Loss
                on sale of fixed asset
            
            
            8,260
            
            
            -
            
            
            15,462Adjustments
                  to reconcile net (loss) to netcash (used) by operating
                  activities:(Decrease)
                in deposits
            
            
            
            
            
            2,000
            
            
            2,000(Increase)
                in prepaid expenses
            
            
            (425
            )
            
            -
            
            
            (425
            )Increase
                (Decrease) in accounts payable
            
            
            (11,140
            )
            
            500
            
            
            1,360Increase
                in accrued interest
            
            
            798
            
            
            
            
            
            798NET
                CASH (USED BY) OPERATING ACTIVITIES
            
            
            (36,746
            )
            
            (13,917
            )
            
            (197,533
            )INVESTING
                ACTIVITIESPurchase
                of fixed assets
            
            
            
            
            
            
            
            
            (10,448
            )Sale
                of fixed assets
            
            
            
            
            
            
            
            
            7,000Decrease
                in note receivable
            
            
            
            
            
            1,800Decrease
                (Increase) in marketable security
            
            
            100
            
            
            
            
            
            -NET
                CASH (USED BY) INVESTING ACTIVITIES
            
            
            100
            
            
            1,800
            
            
            (3,448
            )FINANCING
                ACTIVITIESIssuance
                of common stock
            
            
            
            
            
            
            
            
            136,475Donated
                Capital
            
            
            
            
            
            
            
            
            125Decrease
                (increase) in deferred compensation
            
            
            
            
            
            10,000(Decrease)
                in note payable
            
            
            (6,000
            )Increase
                in notes payable
            
            
            42,762
            
            
            2,000
            
            
            64,565NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            36,762
            
            
            12,000
            
            
            201,165NET
                INCREASE IN CASH
            
            
            116
            
            
            (117
            )
            
            184CASH,
                BEGINNING OF PERIOD
            
            
            68
            
            
            185
            
            
            -CASH,
                END OF PERIOD
            
            $
            184
            
            
            68
            
            
            184NON-CASH
                TRANSACTIONS:Stock
                issued for services
            
            
            
            
            
            
            
            $
            146,294Number
                of shares issued for services
            
            
            
            
            
            
            
            
            1,462,938Stock
                issued in exchange for fixed assets
            
            
            
            
            
            
            
            $
            20,499Number
                of shares issued for fixed assets
            
            
            
            
            
            
            
            
            3,745,556Outstanding
                warrants purchased by issuance of note payable
            
            $
            20,000
            
            
            
            
            $
            20,000







SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS








F-6








**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.











F-7








***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.





***Reclassifications
      of reported amounts***





Certain
      reclassifications have been made to the previously reported amounts to conform
      to the Company’s current presentation.





***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.





***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.







F-8








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.





F-9







***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.





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.








F-10











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
            Expiration2000
            $107,683
            20202001
            $101,175
            20212002
            $105,980
            20222003
            $
                19,623
            20232004
            $35,046
            2024Total
            $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.





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.





F-11








**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
            
            $
            5,2512006
            
            
            5,2512007
            
            
            3,939Total
            
            $
            14,441





F-12







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.








16







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/UNTILJerome
                Jolly
            
            40
            
            Former
                President, Treasurer, Secretary, and Director
            
            September
                2000/May 2004Grady
                Johnson
            
            63
            
            Former
                Executive-VP, Treasurer, Director
            
            September
                2000/May 2004Camila
                Maz
            
            36
            
            Sole
                Officer and Director
            
            May
                2004/March 2005Jenifer
                Osterwalder
            
            40
            
            President,
                Treasurer, Chief Executive Officer, Secretary, Principal Accounting
                Officer, Director.
            
            March
                2005/PresentAlexander
                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 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.







17







Item
      10.
      Executive Compensation.





Summary
      Compensation Table





NAME
            POSITION
            COMPENSATIONJerome
                Jolly
            President,
                Treasurer, Secretary, and Director
            NoneGrady
                Johnson
            Executive
                VP, Treasurer, and Director
            NoneCamila
                Maz
            Sole
                Officer and Director
            NoneJenifer
                Osterwalder
            President,
                Treasurer, Chief Executive Officer, Secretary, Principal Accounting
                Officer, Director.
            NoneAlexander
                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.





Title
                of Class
            Name
                of Beneficial Owner
            Number
                of Shares
            %
                of ClassCommon
                Stock
            Camila
                Maz(3)
            5,750,000
            31.68%Common
                Stock
            Jenifer
                Osterwalder, President, Treasurer, Chief Executive Officer, Secretary,
                Principal Accounting Officer, Director. (1)
            300,000
            1.65%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%





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.








18





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 Exhibit3.1
                (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 , incorporatedby 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 200232.1
            Certification
                of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002Additional
                Exhibits99.1
            Proprietary
                Invention and Assignment Agreement between the Company and Jenifer
                Osterwalder, dated March, 30, 2005, previously filed with the
                SEC.






(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.








19







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.
















20











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)







Signature
            Title
            Date/s/
                Jenifer
                Osterwalder
            President,
                Principal Executive Officer, Director
            February
                1,2006Jenifer
                Osterwalder/s/
                  Jenifer
                  Osterwalder
            Principal
                Financial Officer
            February
                1,2006Jenifer
                Osterwalder/s/
                  Jenifer
                  Osterwalder
            Principal
                Accounting Officer
            February
                1,2006Jenifer
                Osterwalder




























21