**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-KSB**





(Mark
      One)


**[X]**
              **ANNUAL
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934**
 
 For
        the
        fiscal year ended December 31, 2006.
 
 **[ 
                  ]**
              **TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934**





For
      the
      transition period from ________ to _________


Commission
      File No. 0 -50274











**FUSA
      Capital Corporation**


(Name
      of
      small business issuer in its charter)





Nevada
            51-0520296(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)1420
                Fifth Avenue, 22nd Floor, Seattle, Washington
            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:**





None





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





Common
      Stock, $0.0001 par value


(Title
      of
      Class)





Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


**Yes
      [X]   No [  ]**





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of 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. **[ 
      ]**





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act)


**Yes
      [  ]    No [X]**











Revenues
      for the fiscal year ended December 31, 2006 were $14,113.





As
      at
      March 15, 2007, the aggregate market value of the voting and non-voting common
      equity held by non-affiliates computed by reference to the average bid and
      asked
      price of such common equity was approximately $53,245,622.71





As
      at
      March 15, 2007, the registrant had outstanding 59,913,749 shares of common
      stock, par value $0.0001, of which there is only a single class.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None





Transitional
      Small Business Disclosure Format (Check one): **Yes
      [  ]   No [X]**



























































**TABLE
      OF CONTENTS**





**Page**
              **Number****PART
                I**ITEM
                1.Description of
                Business.
            1ITEM
                2.Description of
                Property.
            8ITEM
                3.Legal
                Proceedings.
            8ITEM
                4.Submission of
                Matters
                to a Vote of Security Holders.
            8**PART
                II**ITEM
                5.Market for Common
                Equity and Related Stockholder Matters.
            9ITEM
                6.Management’s
                Discussion and Analysis or Plan of Operation.
            11ITEM
                7.Financial
                Statements.
            F-1ITEM
                8.Changes In and
                Disagreements With Accountants on Accounting and Financial
                Disclosure.
            21ITEM
                8A.      Controls and Procedures.
            21ITEM
                8B.      Other Information.
            21**PART
                III**ITEM
                9.Directors, Executive
                Officers, Promoters and Control Persons and Corporate Governance; 
                Compliance With Section 16(a) of the  Exchange Act.
            22ITEM
                10.       Executive Compensation.
            24ITEM
                11.       Security Ownership of Certain
                Beneficial Owners and Management and Related Stockholder
                Matters.
            25ITEM
                12.       Certain Relationships and Related
                Transactions, and Director Independence.
            26ITEM
                13.       Exhibits.
            27ITEM
                14.       Principal Accountant Fees and
                Services.
            28


















































i





**PART
      I**





**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**





This
      Form
      10-KSB, press releases and certain information provided periodically in writing
      or verbally by our officers or our agents contain statements which constitute
      forward-looking statements. The words “may”, “would”, “could”, “will”, “expect”,
“estimate”, “anticipate”, “believe”, “intend”, “plan”, “goal”, and similar
      expressions and variations thereof are intended to specifically identify
      forward-looking statements. These statements appear in a number of places in
      this Form 10-KSB and include all statements that are not statements of
      historical fact regarding the intent, belief or current expectations of us,
      our
      directors or our officers, with respect to, among other things: (i) our
      liquidity and capital resources; (ii) our financing opportunities and plans;
      (iii) our ability to generate revenues; (iv) competition in our business
      segments; (v) market and other trends affecting our future financial condition
      or results of operations; (vi) our growth strategy and operating strategy;
      and
      (vii) the declaration and/or payment of dividends.





Investors
      and prospective investors are cautioned that any such forward-looking statements
      are not guarantees of future performance and involve risks and uncertainties,
      and that actual results may differ materially from those projected in the
      forward-looking statements as a result of various factors. The factors that
      might cause such differences include, among others, those set forth in Part
      II,
      Item 6 of this annual report on Form 10-KSB, entitled Management’s Discussion
      and Analysis or Plan of Operation, including without limitation the risk factors
      contained therein. Except as required by law, we undertake no obligation to
      update any of the forward-looking statements in this Form 10-KSB after the
      date
      of this report.





**ITEM
      1. DESCRIPTION OF BUSINESS** **.**





**OVERVIEW**





We
      are a
      development stage technology company focused on the refinement and marketing
      of
      a comprehensive suite of audio and video search engine technologies. Our
      objective is to become the leading innovator of search engine technologies
      for
      online consumers as well as digital content providers. To that
      end we currently operate and market the website searchforvideo.com which
      is
      an online video clip directory that aggregates and indexes video clips through
      relationships with online video providers as well as using advanced search
      technology to uncover videos from various sites across the web. It
      is the
      intention of the company to expand the number of sites that the company
      develops, operates and markets in the future.





**CORPORATE
      HISTORY AND DEVELOPMENT**





We
      were
      incorporated in the State of Nevada on September 13, 2000 as Galaxy Championship
      Wrestling, Inc., a media and entertainment company focused on developing,
      producing and marketing live entertainment in the professional wrestling
      sphere.





On
      March
      31, 2004, unable to generate sufficient revenues to sustain our professional
      wrestling business, we ceased operations in this field and began exploring
      other
      business opportunities.





Also
      on
      March 31, 2004 our controlling shareholders entered into a certain private
      stock
      purchase agreement, wherein they sold an aggregate of 5,750,000 of our common
      shares, representing a sixty-two and seventeen twentieths percent (62.85%)
      controlling interest, to an unrelated third party.





By
      certificate of amendment filed June 17, 2004, we changed our name from Galaxy
      Championship Wrestling, Inc. to FUSA Capital Corporation.





During
      the period from March 31, 2004 until March 7, 2005 we had no meaningful
      operations and did not carry on any active business, focusing instead on
      identifying and evaluating the merits of alternative potential business and
      acquisition opportunities which might allow us to restart operations.








1





On
      March
      7, 2005 we entered into a certain plan and agreement of reorganization with
      FUSA
      Technology Investments Corp. (“FTIC”), a Nevada corporation engaged in the
      emerging growth field of audio and video search engine technology, whereby
      we
      acquired all of the issued and outstanding capital stock of FTIC in addition
      to
      obtaining certain intellectual property concepts related to search engine
      technology as developed by FTIC and its principals.





On
      April
      22, 2005, our board of directors declared a three-for-one common stock dividend,
      wherein each holder of record of our common shares as of May 3, 2005 received
      two additional shares for each common share then held. Unless
      otherwise noted, all references to the number of common shares included in
      this
      annual report on Form 10-KSB for the fiscal year ended December 31, 2006 are
      stated on a post-dividend basis. Per share amounts have also been restated
      to
      reflect the common share dividend.





Our
      principal executive offices are located at 1420 Fifth Avenue, 22nd Floor,
      Seattle, Washington 98101. Our phone number is (206) 274-5107.





**PRINCIPAL
      PRODUCTS AND SERVICES**





The
      proliferation of audio and video files on the internet, as well as in intranets,
      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 as sources of current news, information
      and
      entertainment, as well as sources of archival media. Any sizable quantity of
      information is only as useful as individual users can efficiently sort through
      and identify desired data. This identification traditionally takes place via
      the
      gradual collection of metadata about information sources, which is then quickly
      searched to obtain desired data. For example, 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
      find and consume information. Indeed, because of the amount of information
      currently available, such 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





Our
      technology provides customers and consumers with comprehensive audio and video
      search engine solutions, consisting of multiple modules. The search engine
      solution modules work together providing a complete audio and video search
      engine system to discover, scrape, index and generate metadata in RSS (Really
      Simple Syndication) format for syndication to any internet enabled device.
      Our
      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
      have also developed the SearchForMedia Video Portal Server, a software suite
      and
      service that provides customers with a turnkey media search engine and portal
      solution. Customers can deploy and manage the software solution in-house or
      use
      any or all of SearchForMedia’s design, content, advertising or hosted services.





During
      the fiscal year ended December 31, 2006 we unveiled a redesigned beta version
      of
      our www. searchforvideo.com
      website, with more features and content and now available with both
      Spanish and German language video search capabilities. We also launched
      video iPod ® channels, a searchforvideo RSS (Really Simple Syndication) channel directory,
      and introduced enhanced video submission tools and advanced editorial tools
      for
      improved video discovery and display.








2





In
      May
      2006, we announced the SFV Online Video Syndication Program (the “SFV Program”),
      a program designed specifically for online publishers, webmasters and bloggers
      interested in providing their audiences or communities with updated links to
      free video content on targeted topics. The SFV Program enables users with a
      web
      presence to create custom video headline zones by following a simple three-step
      process using our SFV Program tools. Users can specify video categories,
      keywords, format size, font, color and the number of video results to display
      as
      part of their custom video headline zones. The basic version of our SFV Program
      is free, with a paid for service available for larger partners who have broader
      customization and syndication requirements.





In
      June
      2006 we announced the formation of a new editorial team, dedicated to
      identifying a broader range of unique online videos, and to providing a more
      detailed description of our content to the user community. As a result of our
      new editorial team we were able, in August 2006, to add a new viral video guide
      to our www.searchforvideo.com site, making it even easier for users to uncover
      funny, bizarre and entertaining videos from across the web.





Also,
      during the fiscal year ended December 31, 2006 we were selected by
      AtomShockwave TM ,
      Corp. to
      power
      its new online video directory, AddictingClips TM ,
      and
      added feature video content from both Forbes.com TM and the
      Discovery Networks ® .





**OPERATIONS**





At
      present we maintain day-to-day operations from our development and marketing
      offices in Vancouver, British Columbia, Canada. We have 5 full-time staff
      members and 3 consultants actively engaged in the development of our products
      and business, consisting primarily of:





·
            the
                acquisition of new audio and video
                content;





·
            the
                continued development of our core search engine and related proprietary
                search technology;





·
            the
                continued development of our SearchforMedia Video Portal
                Server;





·
            increasing
                user traffic levels to our portals;





·
            securing
                additional strategic partners/revenue share partners;
                and





·
            securing
                partnerships with content owners.





**RESEARCH
      AND DEVELOPMENT**





We
      need
      to expend additional resources to continue to develop our audio and video search
      engine products and services. Moreover, 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
      marketplace. During the fiscal years ended December 31, 2006 we incurred a
      gain
      of $464,023 on our research and development activities net of a $722,000 credit
      for the cancellation of 600,000 common shares previously issued under a
      consulting agreement for services. From February 9, 2005 (inception) through
      the
      fiscal year ended December 31, 2005 we incurred research and development
      expenses of $2,254,152. We believe that our research and development expenses
      will be continuous and on-going.








3





**PRINCIPAL
      MARKETS**





We
      market
      our search engine solutions to companies operating internet websites with news,
      video clip, music and sports content and we offer consumers direct search engine
      capabilities through our various internet websites.





We
      have
      just begun to seek customers for our technology and although we have some
      content relationships in place, we are not yet generating substantial revenues
      from our customers. Although we have the capability of deriving significant
      revenue from our search engine portals, current user traffic levels are
      insufficient to produce significant revenue.





**ADVERTISING
      AND** **MARKETING**





In
      October 2006, we announced our own advertising platform for online video
      publishers at www.searchforvideo.com, to provide various ways for online video
      publishers to promote their content on our website, including featured publisher
      placement, featured video clip placement and keyword paid placement.





Our
      marketing activities focus around the acquisition of additional users for our
      search engine portals. We accomplish this primarily through internal search
      engine optimization efforts and relationships with content owners.





We
      have
      developed a three point marketing plan covering methods of:





·
            **Driving
                Traffic**-
                Driving traffic of consumers looking for audio/video content to our
                websites, which will ultimately enable us to sell advertising on
                all of
                our websites;





·
            **Gathering
                Data**-
                Developing a valuable library of consumer usage data from our websites
                that will provides potential commercial licensors of our technology
                with
                current, cutting edge information about how their audio and video
                content
                is being used by real consumers;





·
            **Content
                Partnerships**-
                Developing relationships and partnerships with a variety of content
                owners
                who want their content promoted through the company’s various websites.





**DISTRIBUTION**





We
      distribute our products and services via the internet for our consumer websites
      and downloadable products, and through direct sales and business development
      efforts.





***Consumer
      Websites***





We
      are
      the owner of numerous distinctive and easy-to-remember group of URLs including:





·
            www.searchforvideo.com;





·
            www.searchforaudio.com;





·
            www.searchfortv.com;





·
            www.searchforipod.com;





·
            www.searchformedia.com;





·
            www.searchforpodcasts.com;
                and








4





·
            www.newstowatch.com





We
      believe that these websites, when sufficiently promoted and advertised, will
      become attractive websites for consumers to find relevant content that meets
      their needs. We believe that consumers’ use of our search technology through
      these sites will provide us with valuable data regarding actual consumer usage
      patterns for material on the internet as well as catapult us into the position
      of a suite of leading search engines. This brand awareness and valuable consumer
      data will form the basis for our discussions regarding revenue opportunities
      through advertising and content partnerships.








**COMPETITION**





***Overview***





Some
      of
      the largest, best known and most technologically sophisticated companies in
      the
      world compete in the search engine space. Google TM ,
      Yahoo! ® ,
      AOL ® ,
      Microsoft ® ,
      AltaVista ® and
      Lycos ® represent some of our most well-financed and established competitors.
      Additionally, we face competition from a number of start-ups and new market
      entrants in the audio/video search subspecialty within the search engine space.





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
      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.





5





***Our
      Competitive Position***





Many
      websites are currently offering functional, beta versions of audio/video search
      engines 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, although our position is one of vulnerable, new entrant,
      we
      believe that the possibility of commercial success for us exists in this field
      because:








·
            due
                to 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
                licensors;





·
            we
                believe our technology is competitive with any publicly available
                audio/video search engine
                technology;





·
            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;
                and





·
            as
                has been established by the success of Google, 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.





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). We will
      rely on what we believe to be our superior technology and our
      management’s experience to compete within the search engine industry. However,
      we may not be able to effectively compete in this intensely competitive industry
      as many
      of
      our competitors have
      longer operating histories, larger customer bases and greater financial,
      marketing, service, support, technical and other resources than we
      do .





**SIGNIFICANT
      CUSTOMERS AND SUPPLIERS**





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended December
      31,
      2006, we are not and do not anticipate becoming dependant upon any single or
      group of major customers. This
      may, however, change should we be 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.





**REGULATIONS**





We
      are
      subject to a number of United States and foreign laws and regulations that
      affect companies conducting business on the internet ,
      and
      which could subject us to claims or other remedies based on the nature and
      content of the audio or video data searched for or displayed by our search
      engine solutions and could consequently limit our ability to provide audio
      or
      video content regarding regulated industries and products.





The
      laws
      relating to the liability of providers of online services for the activities
      of
      their users and other third parties are currently unsettled both within the
      United States and abroad, and are being tested by a number of claims, including
      actions for defamation, libel, invasion of privacy and other data protection
      claims, tort, unlawful activity, copyright or trademark infringement and other
      theories based on the nature and content of the materials searched for or the
      content generated by users. From time to time we may receive notices from
      individuals who do not want their names or websites to appear in our audio/video
      web search results. It is also possible that we may be held accountable for
      obscene or libelous material provided over the web should such audio or video
      content appear in our web search results. Any such complaints, should they
      arise, may result in liability to us, could be potentially costly, encourage
      similar such lawsuits, distract management and harm our reputation and possibly
      our business. Furthermore, the application to us of existing federal, state
      and
      international laws regulating obscenity or obscene materials, including metadata
      results which could be perceived as obscene, could also cause us significant
      liability or technological problems and costs associated with identifying and
      complying with any applicable laws and regulations.








6





Several
      other federal laws could also have an impact on our business. For example,
      the
      Digital Millennium Copyright Act has provisions that limit, but do not
      necessarily eliminate, our liability for listing or linking to third-party
      websites that include materials that infringe copyrights or other rights. 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 children under the age of 13. 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. The costs of complying with these laws may increase in the future
      as a result of changes in interpretation, and any failure on our part to comply
      with these laws may subject us to significant liabilities.





Likewise
      we are also subject to federal, state and foreign laws regarding privacy and
      protection of user data. The interpretation and application of data protection
      laws in Europe and other foreign jurisdictions is still uncertain and in flux.
      It is possible that these laws may be interpreted and applied in conflicting
      ways from country to country and in a manner that is inconsistent with our
      planned data protection practices. Complying with these varying international
      requirements could cause us to incur additional costs and force us to change
      our
      business practices. Moreover, any failure by us to protect our users’ privacy
      and data, in addition to the possibility of fines, could result in an order
      requiring that we change our planned data practices, which in turn could have
      a
      material adverse effect on our business.





In
      addition, laws and regulations relating to user privacy, freedom of expression,
      content, advertising, information security and intellectual property rights
      are
      being debated and considered for adoption by many states within the United
      States and foreign countries throughout the world. We face risks from proposed
      legislation that could be passed in the future which may subject us to
      additional compliance costs or may materially impact our ability to conduct
      our
      business as currently planned.





**INTELLECTUAL
      PROPERTY**





***Overview***





We
      rely
      for our business on a combination of pending trademarks and trade secrets in
      order to protect our intellectual property. Our pending trademarks and trade
      secrets are among the most important assets we possess in our ability to
      generate revenue and profits and we will depend significantly on these
      intellectual property assets in being able to effectively compete in our
      markets.





We
      cannot
      be certain that the precautions we have taken to safeguard pending trademarks
      and trade secrets will provide meaningful protection from unauthorized use.
      If
      we must pursue litigation in the future to enforce or otherwise protect our
      intellectual property rights, or to determine the validity and scope of the
      proprietary rights of others, we may not prevail and will likely have to make
      substantial expenditures and divert valuable resources in the process. Moreover,
      we may not have adequate remedies if our intellectual property is appropriated
      or our trade secrets are disclosed.





***Trademarks***





We
      have
      applied for registration of a number of our trademarks with the United States
      Patent and Trademark Office in order to establish and protect our brand names
      as
      part of our intellectual property assets. As of the date of this annual report
      on Form 10-KSB for the fiscal year ended December 31, 2006, all of our
      registrations are in the preliminary stages of the application process or remain
      pending.











7




***Trade
        Secrets***
 
 Whenever
        we deem it important for purposes of maintaining competitive advantages,
        we
        require parties with whom we share, or who otherwise are likely to become
        privy
        to, our trade secrets or other confidential information to execute and deliver
        to us confidentiality and/or non-disclosure agreements. Among others, this
        may
        include employees, consultants and other advisors, each of whom may require
        to
        execute such an agreement upon commencement of their employment, consulting
        or
        advisory relationships. These agreements generally provide that all confidential
        information developed or made known to the individual by us during the course
        of
        the individual’s relationship with us is to be kept confidential and not to be
        disclosed to third parties except under specific
        circumstances.


As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended December
      31,
      2006, we have executed non-disclosure agreements with any of our key employees,
      consultants or advisors.





**EMPLOYEES**





For
      the
      fiscal year ended December 31, 2006, we had five full-time and no part-time
      employees, and three consultants. We intend
      to
      expand our staff over the next twelve months, including additional hires in
      technology, marketing and sales.





We
      are
      not subject to any collective bargaining agreements and believe that our
      relationships with our employees are good.





**ITEM
      2. DESCRIPTION OF PROPERTY.**





Our
      principal executive offices are located at 1420 Fifth Avenue, 22nd Floor,
      Seattle, Washington, 89101. Our telephone number is 206-274-5107. We lease
      this
      space on a month-to-month basis.





We
      had
      previously leased space in Vancouver under a long-term lease. We were able
      to
      terminate this lease and now lease space on a month-to-month basis in
      Vancouver.





**ITEM
      3. LEGAL PROCEEDINGS.**





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended December
      31,
      2006, there were no pending material legal proceedings to which we were a party
      and we are not aware that any were contemplated. There can be no assurance,
      however, that we will not be made a party to litigation in the future. Any
      finding of liability imposed against us is likely to have an adverse effect
      on
      our business, our financial condition, including liquidity and profitability,
      and our results of operations




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS.**





No
      matters were submitted to a vote of our stockholders, through the solicitation
      of proxies or otherwise, during the fourth quarter of the fiscal year ended
      December 31, 2006.
































8





**PART
      II**




**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS.**





Our
      common stock is quoted on the OTC Bulletin Board, a service provided by the
      Nasdaq Stock Market Inc., under the symbol “FSAC”, and on the Frankfurt Stock
      Exchange under the symbol “F3S”.





The
      following table sets forth the high and low bid prices for our common stock
      as
      reported each quarterly period within the last two fiscal years on the OTC
      Bulletin Board, and as obtained from BigCharts.com. The high and low prices
      reflect inter-dealer prices, without retail mark-up, markdown or commission
      and
      may not necessarily represent actual transactions.





**Period****High***
            
            **Low*****Fiscal
                year ended 2005****Quarter
                ended**March
                31, 2005**
            
            $
            0.517
            
            $
            0.933June
                30, 2005
            
            $
            0.817
            
            $
            1.350September
                30, 2005
            
            $
            0.920
            
            $
            1.570December
                31, 2005
            
            $
            0.890
            
            $
            1.410**Fiscal
                year ended 2006****Quarter
                ended**March
                31, 2006
            
            $
            1.120
            
            $
            3.500June
                30, 2006
            
            $
            1.010
            
            $
            1.780September
                30, 2006
            
            $
            0.590
            
            $
            1.180December
                31, 2006
            
            $
            0.830
            
            $
            1.660




*
            All
                stock prices are adjusted to reflect three-for-one common stock dividend
                paid on May 13, 2005 to all stockholders of record as of May 3, 2005.





**STOCKHOLDERS**





As
      of
      March 15, 2007, there were approximately 60 holders of record of our common
      shares.





**DIVIDENDS**





From
      our
      inception we have never declared or paid any cash dividends on shares of our
      common stock and we do not anticipate declaring or paying any cash dividends
      in
      the foreseeable future. The decision to declare any future cash dividends will
      depend upon our results of operations, financial condition, current and
      anticipated cash needs, contractual restrictions, restrictions imposed by
      applicable law and other factors that our board of directors deem relevant.
      Although it is our intention to utilize all available funds for the development
      of our business, no restrictions are in place that would limit our ability
      to
      pay dividends. The payment of any future cash dividends will be at the sole
      discretion of our board of directors.








9





**RECENT
      SALES OF UNREGISTERED SECURITIES**




**Date**
                **Securities**
                **Issued**
              
              **Securities
                  Title**
              
              **Issued
                  to**
              
              **Number
                  of**
                **Securities
                  Issued**
              
              **Consideration
                  ***
              
              **Footnotes****Common Stock****Issuances*****Issued
                  for cash***2/16/2006
              
              Common
                  Stock
              
              Hypo
                  Bank
              
              400,000
              
              $
              400,000
              
              (A)(1)5/24/2006
              
              Common
                  Stock
              
              Hypo
                  Bank
              
              200,000
              
              $
              150,000
              
              (A)(2)6/5/2006
              
              Common
                  Stock
              
              UBS
              
              133,334
              
              $
              100,000
              
              (A)(2)8/16/2006
              
              CommonStock
              
              Investor’s
                Link Ventures
              
              42,670
              
              $
              32,000
              
              (A)(2)8/23/2006
              
              Common
                  Stock
              
              Investor’s
                  Link Ventures
              
              93,340
              
              $
              70,000
              
              (A)(2)10/20/2006
              
              Common
                  Stock
              
              Investor’s
                  Link Ventures
              
              133,334
              
              $
              100,000
              
              (A)(2)12/18/2006
              
              Common
                  Stock
              
              Investor’s
                  Link Ventures
              
              133,334
              
              $
              100,000
              
              (A)(2)






*
            There
                were no underwriter discounts or commissions associated with these
                sales
                of common stock for cash.(1)
            Valued
                at $1.00 per common share.(2)
            Valued
                at $0.75 per common share.







**Date**
              **Securities**
              **Issued**
            
            **Securities****Title**
            
            **Issued
                to**
            
            **Number
                of****Securities**
              **Issued**
            
            
            **Consideration**
            
            **Footnotes****Common
              Stock Issuances*****Issued
                as compensation to independent contractors***5/24/2006
            
            Common
                Stock
            
            Jonathan
                Dariyanani, Esq.
            
            10,000
            
            
            14,000
            
            (B)(1)12/22/2006
            
            Common
                Stock
            
            Alexander
                Khersonski
            
            25,000
            
            
            24,000
            
            (B)(2)




(1)
            Issued
                as compensation for legal services. Valued at $1.40 per common
                share.(2)
            Issued
                as compensation for services as a member of the board of directors.
                Valued
                at $0.96 per common share.








10




**Date
                Securities Issued**
            
            **Securities
                Title**
            
            **Issued
                to**
            
            **Number
                of**
              **Securities**
              **Issued**
            
            
            **Consideration**
            
            **Footnotes****Common
                Stock Issuances*****Issued
                upon conversion of debt***2/2/2006
            
            Common
                Stock
            
            Unrelated
                Third-Parties
            
            1,073,507
            
            $
            985,133
            
            (B)(1)




(1)
            Issued
                upon conversion of all advances payable included as debt on our December
                31, 2005 consolidated balance sheet. Valued at $0.91 per common
                share.






**General
                Footnotes**(A)
            We
                relied in each case for these unregistered sales on the private offering
                exemption of Section 4(2) of the Securities Act and/or the private
                offering safe harbor provision of Rule 506 of Regulation D promulgated
                thereunder based on the following factors: (i) the number of offerees
                or
                purchasers, as applicable, (ii) the absence of general solicitation,
                (iii)
                representations obtained from the acquirors relative to their
                accreditation and/or sophistication (or from offeree or purchaser
                representatives, as applicable), (iv) the provision of appropriate
                disclosure, and (v) the placement of restrictive legends on the
                certificates reflecting the securities coupled with investment
                representations obtained from the acquirors.(B)
            We
                relied in each case for these unregistered sales on the private offering
                exemption of Section 4(2) of the Securities Act based on the following
                factors: (i) the number of offerees, (ii) the absence of general
                solicitation, (iii) representations obtained from the acquirors relative
                to their sophistication (or from offeree representatives, as applicable),
                (iv) the provision of appropriate disclosure, and (v) the placement
                of
                restrictive legends on the certificates reflecting the securities
                coupled
                with investment representations obtained from the
                acquirors.




**ITEM
      6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION.**





The
      following discussion and analysis of our financial condition, results of
      operations and liquidity should be read in conjunction with our consolidated
      financial statements for the fiscal years ended December 31, 2006 and 2005
      and
      the related notes appearing elsewhere in this annual report. Our consolidated
      financial statements have been prepared in accordance with generally accepted
      accounting principles, contemplate that we will continue as a going concern,
      and
      do not contain any adjustments that might result if we were unable to continue
      as a going concern, however, our independent registered public accounting firms
      have added explanatory paragraphs in Notes 4 and 3 of each of our consolidated
      financial statements for the fiscal years ended December 31, 2006 and 2005,
      respectively, raising substantial doubt as to our ability to continue as a
      going
      concern.





**CRITICAL
      ACCOUNTING POLICIES**





Our
      critical accounting policies, including the assumptions and judgments underlying
      those policies, are more fully described in the notes to our consolidated
      financial statements. We have consistently applied these policies in all
      material respects. Investors are cautioned, however, that these policies are
      not
      guarantees of future performance and involve risks and uncertainties, and that
      actual results may differ materially. Set forth below are the accounting
      policies that we believe most critical to an understanding of our financial
      condition, results of operations and liquidity.








11





***Use
      of Estimates***





The
      preparation of our consolidated financial statements in conformity with
      generally accepted accounting principles requires management to make certain
      estimates and assumptions that affect the amounts of assets, liabilities,
      revenues and expenses reported in our consolidated financial statements and
      the
      accompanying notes. We evaluate our estimates on an ongoing basis, and make
      our
      estimates and assumptions based on actual historical experience which we believe
      to be reasonable under the circumstances at that time. Actual results may differ
      materially from our current estimates.





***Research*** ****** ***an*** ***d*** ***Developmen*** ***t*** ***Co*** ***sts***





We
      account for research and development expenses in accordance with Statement
      of
      Financial Accounting Standards (“SFAS”) N o.
      2 , “ *A* *c* *counting* ** *for* ** *R* *esear* *c* *h* ** *and* ** *Development* *C* *o* *st* *s* ”.
      O u r r esearc h a n d d e v elopme n t cos t s, w h ic h
      include
      expenses r e lating  t o t he
      d e v e l op m en t o f s o f t war e  t o
      be
      us e d in  ou r
      se a rc h e n g i ne te c h no l og y, are e xp e ns e d in
      the
      period in which they are incurred .





We
      capitalize the  c o s t  o f  m a terials  a n d  e qu i p m e n t  ac qu i red  f o r  research  an d
      d e vel op m e n t  acti v ities  t h at  ha v e
      alternativ e fu t ur e uses ,  s uc h  a s co m pu t er e qui p m en t,
      in the
      period in which they are acquired.





***Pr*** ***o*** ***per*** ***ty*** ***a*** ***n*** ***d*** ***E*** ***qu*** ***ip*** ***ment***





Prop e rty
      and e qu i p m ent
      are
      stated at c os t .
      Deprec i ati o n
      of
      property and equipment  are  pro v i d e d over  t h e  esti m a t ed
      u sef u l  li v es  of
      t h e  related  assets us in g t h e  strai gh t-li n e  m et ho d  an d t he half -year c o nv e n tion .





***Impairment
      Long-lived Assets***





We
      test
      long-lived  as s ets  for  i m pai r m ent  wh e n e v e r ev e n ts
      or
      ch a n ges i n
      c i r c u m stances
      indicate their carr yin g
      a m o u n t  m ay no t b e  r ecov e r a b l e. T h e  d ete r m i nat i o n  o f  a n y  i m pa i r m e n t  l o s s  i n cl u d e s  a  c o m p a r i so n of
      est i m a ted
      undiscounted fut u re
      cash
      flows anti c i p ated
      during t h e
      re m a i n i n g
      life of
      t h e
      asset
      or gr o up o f asset s  t o t h e
      net
      carr y ing
      val u e
      of
      t h e
      asset
      or group of assets .  Where
      t h e
      ne t  carrying
      value is les s t h an
      t h e undiscounted fut u re
      cash
      flows, an i m p ai r m e nt
      l o s s is
      recognized.





***Income*** ****** ***Taxes***





We
      determine deferre d ta x lia b ilities  a nd assets based on t h e d iffere n ce s  b etwee n t h e  bo o k v a l u es  an d t h e
      ta x
      b a se s  o f  assets  an d lia b ilities, u s i n g  ta x rates  i n  effec t  f o r  t h e  years  i n  w h ic h t h e d i ffere n ces  are
      expect e d t o r e verse .  A valuat i o n  all ow a n ce  i s  p r o v i d e d t o o ff set  a ny  d e f e r re d tax  asset  if ,  b ase d
      u po n t h e
      a v aila b le  e v i d e n ce,  it  is  m o r e  li k ely  t h a n n ot  t h at  s o m e or  all o f  t he  d eferre d tax  asset s  will not  be realize d .





***F*** ***o*** ***rei*** ***g*** ***n
      Cu*** ***r*** ***r*** ***e*** ***ncy
      Tr*** ***a*** ***ns*** ***act*** ***i*** ***o*** ***ns***





We
      incur
      a s u bs ta n tial nu m ber  o f  ope ra ti onal tra n sactio ns i n Ca n a d a  whic h we  carry
      out  i n Ca n a d ia n c u r r ency  t h r o ug h
      a  ba n k  accou n t
      mai n tai n e d fo r  t h at  p u rp os e .  I n clu d ed  among  s u c h tra n s actio ns ar e  p ay m e n t of salaries ,  re n t,  co n s u lti n g  and o t h e r
      related e x pe ns es.
      A t  t he  t i m e of such
      pa y m en t ea c h C a na di an
      d i s b urse m e n t  is  t r a ns l a t ed i n t o U . S .
      do llar e q u i va l e n ts  a n d  an e xch a n ge gai n o r l oss o n c u r renc y  i s re c o rd e d.





**OVERVIEW**





FUSA
      Capital Corporation is a development stage technology company focused on the
      refinement and marketing of a comprehensive suite of audio and video search
      engine technologies. Our
      objective is to become the leading innovator of search engine technologies
      for
      online consumers as well as digital content providers. To that
      end we currently operate and market the website searchforvideo.com which
      is
      an online video clip directory that aggregates and indexes video clips through
      relationships with online video providers as well as using advanced search
      technology to uncover videos from various sites across the web. It
      is the
      intention of the company to expand the number of sites that the company
      develops, operates and markets in the future.











12





**PLAN
      OF OPERATIONS**




Over
      the
      next six to twelve months we in tend
      to
      focus on expanding the number of websites that the company develops, operates
      and markets. It is believed that this will increase the company’s overall value
      by increasing its assets and marketability via the additional websites. It
      is
      also believed that this direction will give the company an increased ability
      to
      better monetize our traffic.





By
      September 30, 2007, we believe that we will have enough visits to our sites,
      and
      therefore enough customer usage data and evidence of interest and usability,
      to
      begin producing advertising revenue. Our strategy involves enticing potential
      clients with the richness of our consumer data and the substantial traffic
      on
      our websites interest and use we hope to have already generated with our
      websites 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.





We
      also
      anticipate spending approximately $2,000,000 on operations and salaries and
      costs related to marketing and research and development over the course of
      the
      next twelve months. In addition to the payments for office space, we believe
      that we will have to spend approximately $100,000 for our servers and network
      administration costs.





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


·
              Increase
                  traffic to all websites by focusing on retention of current users
                  and
                  driving traffic for significant increases in new users to all
                  websites.


·
            Continue
                to develop our technical team;





·
            Compile
                usage statistics for our websites;





·
            Identify
                our most likely customers from amongst content
                providers;





·
            Develop
                rapport with likely content
                customers;





·
            Present
                content customers with sales
                presentation;





·
            Add
                at least one additional site under the “searchformedia” umbrella;
                and





·
            Architect
                and begin development of subsequent versions and upgrades to core
                technology.








13





**RESULTS
      OF OPERATIONS FROM FEBRUARY 9, 2005 (INCEPTION) AND THE FISCAL YEAR ENDED
      DECEMBER 31, 2006**





***Revenues***





Our
      revenues increased $13,931 from $182 for the eleven months ended December 31,
      2005 to $14,113 for the fiscal year ended December 31, 2006. This increase
      was
      primarily attributable to earned interest.





***Research
      and Development***





Research
      and development expenses decreased $1,790,129 from $2,254,152 for
      the
      eleven months ended December 31, 2005 to
      ($464,023) for the fiscal year ended December 31, 2006. This
      decrease was primarily attributable to the cancellation of stock compensation
      previously issued for development services.





***General
      and Administrative Expenses***





General
      and administrative expenses principally include salary expenses, professional
      fees, investor relations fees, rent and general corporate overhead. General
      and
      administrative expenses decreased $697,155, from $1,601,798 for
      the
      eleven months ended December 31, 2005 to
      $904,643 for the fiscal year ended December 31, 2006. This decrease is primarily
      attributable to a
      decrease in the amount of administrative overhead.





**LIQUIDITY
      AND CAPITAL RESOURCES**





As
      of the
      fiscal year ended December 31, 2006 we had $68,923 of cash on hand.





Our
      net
      loss decreased $3,655,750 from $4,091,157 for the
      eleven months ended December 31, 2005 to
      $435,407 for the fiscal year ended December 31, 2006, and our working capital
      deficit decreased $819,450, from ($739,022) for the
      eleven months ended December 31, 2005 to
      $80,428 for the fiscal year ended December 31, 2006.





Net
      cash
      used in operating activities increased $422,765, from $794,414 for the
      eleven months ended December 31, 2005 to
      $1,217,179 for the fiscal year ended December 31, 2006. This increase was
      primarily the result of the cancellation of 600,000 shares of common stock
      previously issued for services rendered.





Net
      cash
      provided by financing activities decreased $250,581, from $1,202,851 for the
      eleven months ended December 31, 2005 to
      $952,000 for the fiscal year ended December 31, 2006. Net cash provided by
      financing activities for was primarily attributable to interest
      earned.





We
      do not
      believe that our current financial resources are sufficient to meet our working
      capital needs over the next twelve months and, accordingly, we will need to
      secure additional external financing to continue our operations. We may seek
      to
      raise additional capital though private equity or debt financings and further
      shareholder loans. As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended December
      31,
      2006, we have obtained verbal commitments from our security
      holders to make further
      investments in our company; however, there can be no assurance that those
      further investments, if and when made, will be sufficient to sustain our
      required level of operations. Moreover,
      there can be no assurance that we will be able to secure additional external
      financing, or, if we are able to secure such external financing, that it will
      be
      on terms favorable, or even acceptable, to us. If
      necessary, we may explore strategic alternatives, including a merger, asset
      sale, joint venture or other comparable transactions. Any inability to achieve
      or sustain profitability or otherwise secure external financing or locate a
      strategic partner would have a material adverse effect on our business,
      financial condition, and results of operations, raising substantial doubts
      as to
      our ability to continue as a going concern, and we may ultimately be forced
      to
      seek protection from creditors under the bankruptcy laws or cease
      operations.








14





Our
      short-term prospects are challenging considering our lack of financial
      resources. In the absence of additional financing, sales of our products or
      services, or locating a strategic partner willing to finance our further
      development, our short-term and long-term prospects for growth are minimal
      over
      and above incremental sales of our existing products and services.





**RISK
      FACTORS**





Our
      business entails a significant degree of risk and uncertainty, and an investment
      in our securities should be considered highly speculative. What follows is
      a
      general description of the material risks and uncertainties, which may adversely
      affect our business, our financial condition, including liquidity and
      profitability, and our results of operations, ultimately affecting the value
      of
      an investment in shares of our common stock. In addition to other information
      contained in this annual report on Form 10-KSB, you should carefully consider
      the following cautionary statements and risk factors.





**GENERAL
      BUSINESS RISKS**





***We
      are a development stage company and based on our historical operating losses
      and
      negative cash flows from operating activities there is uncertainty as to our
      ability to continue as a going concern.***





We
      have a
      history of operating losses and negative cash flows from operating activities.
      In the event that we are unable to achieve or sustain profitability or are
      otherwise unable to secure external financing, we may not be able to meet our
      obligations as they come due, raising substantial doubts as to our ability
      to
      continue as a going concern. Any such inability to continue as a going concern
      may result in our security holders losing their entire investment. Our
      consolidated financial statements, which have been prepared in accordance with
      generally accepted accounting principles, contemplate that we will continue
      as a
      going concern and do not contain any adjustments that might result if we were
      unable to continue as a going concern. Changes in our operating plans, our
      existing and anticipated working capital needs, the acceleration or modification
      of our expansion plans, lower than anticipated revenues, increased expenses,
      potential acquisitions or other events will all affect our ability to continue
      as a going concern.





***Our
      liquidity and capital resources are very limited.***





Our
      ability to fund working capital and anticipated capital expenditures will depend
      on our future performance, which is subject to general economic conditions,
      our
      customers, actions of our competitors and other factors that are beyond our
      control. Our ability to fund operating activities is also dependent upon (i)
      the
      extent and availability of bank and other credit facilities, (ii) our ability
      to
      access external sources of financing, and (iii) our ability to effectively
      manage our expenses in relation to revenues. There can be no assurance that
      our
      operations and access to external sources of financing will continue to provide
      resources sufficient to satisfy our liabilities arising in the ordinary course
      of business.





***Our
      accumulated deficit makes it more difficult to borrow
      funds.***





As
      of the
      fiscal year ended December 31, 2006, and as a result of historical operating
      losses from prior operations and losses accumulated during our development
      stage, our consolidated accumulated deficit was $4,526,564. Lenders generally
      regard an accumulated deficit as a negative factor in assessing
      creditworthiness, and for this reason, the extent of our accumulated deficit
      coupled with our historical operating losses will negatively impact our ability
      to borrow funds if and when required. Any inability to borrow funds, or a
      reduction in favorability of terms upon which we are able to borrow funds,
      including the amount available to us, the applicable interest rate and the
      collateralization required, may affect our ability to meet our obligations
      as
      they come due, and adversely affect on our business, financial condition, and
      results of operations, raising substantial doubts as to our ability to continue
      as a going concern.





***From
      inception, we have historically generated minimal revenues while sustaining
      considerable operating losses and we anticipate incurring continued operating
      losses and negative cash flows in the foreseeable future resulting in
      uncertainty of future profitability and limitation on our
      operations.***








15





From
      inception, we have generated minimal revenues and experienced negative cash
      flows from operating losses. We anticipate continuing to incur such operating
      losses and negative cash flows in the foreseeable future, and to accumulate
      increasing deficits as we increase our expenditures for (i) infrastructure,
      (ii)
      sales and marketing, (iii) research and development, and (iv) general business
      enhancements. Any increases in our operating expenses will require us to achieve
      significant revenue before we can attain profitability. In the event that we
      are
      unable to achieve profitability or raise sufficient funding to cover our losses
      we may not be able to meet our obligations as they come due, raising substantial
      doubts as to our ability to continue as a going concern.





**RISKS
      ASSOCIATED WITH OUR BUSINESS AND INDUSTRY**





***We
      face serious competition in our business segment from new market entrants as
      well as a number of established companies with greater resources and existing
      customer bases.*** ****





The
      market for search engine solutions rapidly evolves and is intensely competitive
      as established companies and new market entrants are regularly introducing
      new
      or enhanced search technologies. Competition in our market segment is based
      primarily upon:





·
            brand
                recognition;





·
            ease
                of use and access;





·
            availability
                of financial resources;





·
            the
                quality of search results, in terms of speed and relevance;
                and





·
            reviews
                received from independent reviewers who publish in magazines, websites,
                newspapers and other industry
                publications;





To
      remain
      competitive in our market segments we rely heavily upon what we believe to
      be
      the superior quality of our products and services, our marketing and sales
      abilities, technology, product and service development capabilities and our
      management’s experience. However, we may not be able to effectively compete in
      this intensely competitive market, as some of our competitors have longer
      operating histories, larger customer bases and greater financial, marketing,
      service, support, technical and other resources, affording them the ability
      to
      undertake more extensive marketing campaigns and adopt more aggressive pricing
      policies, than we can. Moreover, we believe that competition from new entrants
      will increase as the market for search engine solutions expands. If our products
      and services are not successful, our business, financial condition and results
      of operations will be negatively affected.





***Our
      intellectual property may not be adequately protected from unauthorized use
      by
      others, which could increase our litigation costs and adversely affect our
      business.***





Our
      intellectual properties are the most important assets that we possess in our
      ability to generate revenues and profits and we rely very significantly on
      these
      intellectual property assets in being able to effectively compete in industry.
      However, our intellectual property rights may not provide meaningful protection
      from unauthorized use by others, which could result in an increase in competing
      services and a reduction in our own revenues. Moreover, if we must pursue
      litigation in the future to enforce or otherwise protect our intellectual
      property rights, or to determine the validity and scope of the proprietary
      rights of others, we may not prevail and will likely have to make substantial
      expenditures and divert valuable resources in any case. We may not have adequate
      remedies if our proprietary content is appropriated.





***If
      our products and services infringe upon the proprietary rights of others,
      lawsuits may be brought requiring us to pay large legal expenses and judgments,
      redesign some or all of our products and services or discontinue our use of
      certain technologies and practices.***








16





We
      are
      not aware of any circumstances under which our products or services infringe
      upon any valid existing proprietary rights of third parties. Infringement
      claims, however, could arise at any time, whether or not meritorious, and could
      result in time consuming and costly litigation or require us to enter into
      royalty or licensing agreements. If we are found to have infringed the
      proprietary rights of others, we could be required to pay damages, redesign
      some
      or all of our products and services or discontinue our use of certain
      technologies and practices. Any of these outcomes, individually or collectively,
      would negatively affect on our business, financial condition and results of
      operations.





***If
      we are unable to successfully break into the search engine industry, implement
      our growth strategy or manage our business as it does grow, our future operating
      results could suffer.***





As
      a
      development stage company we face several challenges in entering the search
      engine industry, particularly users’ lack of awareness of our company, competing
      for market share with established consumer retail product manufacturers and
      difficulties in competing for, hiring and retaining representative personnel
      in
      each of our respective potential markets. In addition, we face several
      challenges common to any new market entrant, including problems typically
      associated with unfamiliarity of local market conditions and market
      demographics. Each new market we enter may also have different competitive
      conditions, consumer tastes and discretionary spending patterns, which may
      require us to adjust our growth strategy or modify the way in which we manage
      our business. To the extent that we are unable to break into or meet the
      challenges associated with establishing ourselves in a new market, our future
      operating results could suffer and our financial condition and business may
      be
      negatively affected. See “Business—Marketing and Advertising”.





***We
      are subject to a variety of United States and foreign laws which could subject
      us to claims or other remedies based on the nature and content of the
      information searched for or displayed by our products and services.***





The
      laws
      relating to the liability of providers of online services are currently
      unsettled both within the United States and abroad. Claims have been threatened
      and filed under both United States 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 information searched for or displayed by our products and
      services.





In
      addition, compliance with these laws is complex and may impose significant
      additional costs on us. For example, the Digital
      Millennium Copyright Act has provisions that limit, but do not necessarily
      eliminate, our liability for listing or linking to third-party websites that
      include materials that infringe copyrights or other rights. 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 children under the age of 13. 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. The costs of complying with these laws may increase in the future
      as a result of changes in interpretation, and any failure on our part to comply
      with these laws may subject us to significant liabilities.





***We
      face substantial competition in attracting and retaining qualified senior
      management and highly skilled key personnel and may be unable to develop and
      grow our business if we cannot attract and retain as necessary, or if we were
      to
      lose our existing, senior management and key
      personnel.***





As
      a
      development stage company, our success, to a large extent, depends upon our
      ability to attract, hire and retain highly qualified and knowledgeable senior
      management and key personnel who possess the skills and experience necessary
      to
      satisfy our business and client service needs. Our ability to attract and retain
      such senior management and key personnel will depend on numerous factors,
      including our ability to offer salaries, benefits and professional growth
      opportunities that are comparable with and competitive to those offered by
      more
      established internet and media search engine companies. We may be required
      to
      invest significant time and resources in attracting and retaining, as necessary,
      additional senior management and highly skilled key personnel, and many of
      the
      companies with which we will compete for any such individuals have greater
      financial and other resources, affording them the ability to undertake more
      extensive and aggressive hiring campaigns, than we can. Furthermore, an
      important component to the overall compensation offered to our senior management
      and key personnel may be equity. If our stock prices do not appreciate over
      time, it may be difficult for us to attract and retain senior management and
      highly skilled key personnel. Moreover, should we lose any members of our senior
      management or key personnel, we may be unable to prevent the unauthorized
      disclosure or use of our trade secrets, including our technical knowledge,
      practices, procedures or client. The normal running of our operations may be
      interrupted, and our financial condition and results of operations negatively
      affected, as a result of any inability on our part to attract or retain the
      services of qualified and experienced senior management and highly skilled
      key
      personnel, any member of our existing senior management or key personnel leaving
      and a suitable replacement not being found, or should any of our former senior
      management or key personnel disclose our trade secrets.








17





**RISKS
      ASSOCIATED WITH AN INVESTMENT IN OUR COMMON STOCK**





***Unless
      an active trading market develops for our securities, you may not be able to
      sell your shares.***





Although,
      we are a reporting company and our common shares are listed on the OTC Bulletin
      Board (owned and operated by the Nasdaq Stock Market, Inc.) under they symbol
      “FSAC”, there is currently a volatile and thinly traded market for our common
      stock which may not be maintained. Failure to develop maintain adequate trading
      volumes and price stability in the stock will have a generally negative affect
      on the price of our common stock, and you may be unable to sell your common
      stock or any attempted sale of such common stock may have the affect of lowering
      the market price and therefore your investment could be a partial or complete
      loss.





***Since
      our common stock is thinly traded it is more susceptible to extreme rises or
      declines in price, and you may not be able to sell your shares at or above
      the
      price paid.***





Since
      our
      common stock is thinly traded its trading price is likely to be highly volatile
      and could be subject to extreme fluctuations in response to various factors,
      many of which are beyond our control, including:





·
            the
                trading volume of our shares;





·
            the
                number of securities analysts, market-makers and brokers following
                our
                common stock;





·
            changes
                in, or failure to achieve, financial estimates by securities
                analysts;





·
            new
                products introduced or announced by us or our
                competitors;





·
            announcements
                of technological innovations by us or our
                competitors;





·
            actual
                or anticipated variations in quarterly operating
                results;





·
            conditions
                or trends in our business
                industries;





·
            announcements
                by us of significant acquisitions, strategic partnerships, joint
                ventures
                or capital commitments;





·
            additions
                or departures of key personnel;





·
            sales
                of our common stock; and





·
            general
                stock market price and volume fluctuations of publicly-traded, and
                particularly microcap, companies.



































18





You
      may
      have difficulty reselling shares of our common stock, either at or above the
      price you paid, or even at fair market value. The stock markets often experience
      significant price and volume changes that are not related to the operating
      performance of individual companies, and because our common stock is thinly
      traded it is particularly susceptible to such changes. These broad market
      changes may cause the market price of our common stock to decline regardless
      of
      how well we perform as a company. In addition, securities class action
      litigation has often been initiated following periods of volatility in the
      market price of a company’s securities. A securities class action suit against
      us could result in substantial legal fees, potential liabilities and the
      diversion of management’s attention and resources from our business. Moreover,
      and as noted below, our shares are currently traded on the OTC Bulletin Board
      and, further, are subject to the penny stock regulations. Price fluctuations
      in
      such shares are particularly volatile and subject to manipulation by
      market-makers, short-sellers and option traders.





***Trading
      in our common stock on the OTC Bulletin Board may be limited thereby making
      it
      more difficult for you to resell any shares you may
      own.***





Our
      common stock trades on the OTC Bulletin Board (owned and operated by the Nasdaq
      Stock Market, Inc.). The OTC Bulletin Board is not an exchange and, because
      trading of securities on the OTC Bulletin Board is often more sporadic than
      the
      trading of securities listed on a national exchange or on the Nasdaq National
      Market, you may have difficulty reselling any of the shares of our common stock
      that you may own.





***Our
      common stock is subject to the “penny stock” regulations, which are likely to
      make it more difficult to sell.***





Our
      common stock is considered a “penny stock,” which generally is a stock trading
      under $5.00 and not registered on a national securities exchange or quoted
      on
      the Nasdaq National Market. The SEC has adopted rules that regulate
      broker-dealer practices in connection with transactions in penny stocks. These
      rules generally have the result of reducing trading in such stocks, restricting
      the pool of potential investors for such stocks, and making it more difficult
      for investors to sell their shares once acquired. Prior to a transaction in
      a
      penny stock, a broker-dealer is required to:





·
            deliver
                to a prospective investor a standardized risk disclosure document
                that
                provides information about penny stocks and the nature and level
                of risks
                in the penny stock market;





·
            provide
                the prospective investor with current bid and ask quotations for
                the penny
                stock;





·
            explain
                to the prospective investor the compensation of the broker-dealer
                and its
                salesperson in the transaction;





·
            provide
                investors monthly account statements showing the market value of
                each
                penny stock held in the their account;
                and





·
            make
                a special written determination that the penny stock is a suitable
                investment for the purchaser and receive the purchaser’s written agreement
                to the transaction.





These
      requirements may have the effect of reducing the level of trading activity
      in
      the secondary market for a stock that is subject to the penny stock rules.
      Since
      our common stock is subject to the penny stock rules, investors in our common
      stock may find it more difficult to sell their shares.





***We
      do not intend to pay any common stock dividends in the foreseeable
      future.***





We
      have
      never declared or paid a dividend on our common stock and, because we have
      very
      limited resources and a substantial accumulated deficit, we do not anticipate
      declaring or paying any dividends on our common stock in the foreseeable future.
      Rather, we intend to retain earnings, if any, for the continued operation and
      expansion of our business. It is unlikely, therefore, that the holders of our
      common stock will have an opportunity to profit from anything other than
      potential appreciation in the value of our common shares held by them. If you
      require dividend income, you should not rely on an investment in our common
      stock.








19





***Future
      issuances of our common stock may depress our stock price and dilute your
      interest.*** ****





We
      may
      issue additional shares of our common stock in future financings or grant stock
      options to our employees, officers, directors and consultants under our stock
      incentive plan. Any such issuances could have the affect of depressing the
      market price of our common stock and, in any case, would dilute the percentage
      ownership interests in our company by our shareholders. In addition, we could
      issue serial preferred stock having rights, preferences and privileges senior
      to
      those of our common stock, including the right to receive dividends and/or
      preferences upon liquidation, dissolution or winding-up in excess of, or prior
      to, the rights of the holders of our common stock. This could depress the value
      of our common stock and could reduce or eliminate amounts that would otherwise
      have been available to pay dividends on our common stock (which are unlikely
      in
      any case) or to make distributions on liquidation.










































































20





**ITEM
      7. FINANCIAL STATEMENTS.**








**FUSA
      CAPITAL CORPORATION**


**(A
      DEVELOPMENT STAGE COMPANY)**








**TABLE
      OF CONTENTS**





**Page**Reports
                of Independent Registered Public Accounting Firms
            F-2Consolidated
                Balance Sheets as of December 31, 2006 and 2005
            F-4Consolidated
                Statements of Operations for the Year Ended December 31, 2006, and
                for the
                period from February 9, 2005 (Inception) through the Year Ended December
                31, 2005
            F-5Consolidated
                Statements of Cash Flows for the Year Ended December 31, 2006, and
                for the
                period from February 9, 2005 (Inception) through the Year Ended December
                31, 2005
            F-6Consolidated
                Statements of Stockholders’ Equity (Deficit)
            F-7Notes
                to the Consolidated Financial Statements
            F-9







































F-1






REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To
      the
      Board of Directors


Fusa
      Capital Corporation.





We
      have
      audited the accompanying balance sheet of Fusa Capital Corporation as of
      December 31, 2006, and the related statements of operations, stockholders’
equity 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 audits. The financial
      statements of Fusa Capital Corporation as of December 31, 2005, were audited
      by
      other auditors whose report dated March 31, 2006, expressed an unqualified
      opinion on those statements.





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





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of FUSA Capital Corporation. as of
      December 31, 2006 and the results of its operations and its cash flows for
      the
      year ended, in conformity with accounting principles generally accepted in
      the
      United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 2 to the financial
      statements, the Company has not commence planned principal operations as of
      December 31, 2006 and its lack of revenues raises substantial doubt about its
      ability to continue as a going concern. Management’s plans concerning these
      matters are also described in Note 2. The financial statements do not include
      any adjustments that might result from the outcome of this
      uncertainty.








***/s/
      Moore & Associates, Chartered***





Moore
      & Associates Chartered


Las
      Vegas, Nevada


March
      20,
      2007





























*2675
      S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7511 Fax (702)
      253-7501*





F-2


REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To
        the
        Board of Directors and Stockholders
 FUSA
        Capital Corporation
 Seattle,
        Washington
 
 We
        have
        audited the accompanying balance sheet of FUSA Capital Corporation (a Nevada
        corporation in the development stage) as of December 31, 2005, and the related
        consolidated statements of operations, stockholders’ equity (deficit), and cash
        flows for the period from February 9, 2005 (date of inception), to December
        31,
        2005. These consolidated financial statements are the responsibility of the
        Company’s management. Our responsibility is to express an opinion on these
        consolidated financial statements based on our audit.
 
 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
        consolidated 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 consolidated 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 consolidated financial statements referred to above present
        fairly,
        in all material respects, the financial position of FUSA Capital Corporation
        as
        of December 31, 2005, and the results of its operations and its cash flows
        for
        the period from February 9, 2005 (date of inception), to December 31, 2005,
        in
        conformity with accounting principles generally accepted in the United States
        of
        America.
 
 The
        accompanying consolidated financial statements have been prepared assuming
        the
        Company will continue as a going concern. As discussed in Note 3 to the
        consolidated financial statements, the Company is in the development stage,
        has
        not commenced operations, has sustained a significant loss as of December
        31,
        2005, and had a deficit in working capital and stockholders’ equity at that
        date, which raises substantial doubt about its ability to continue as a going
        concern. Management’s plans in regard to these matters are also described in
        Notes 3 and 11. The consolidated financial statements do not include any
        adjustments that might result from the outcome of this uncertainty.
 
 
 
 Braverman
        International, P.C.
 Prescott,
        Arizona
 March
        31,
        2006




F-3





**FUSA
      CAPITAL CORPORATION**


**(A
      Development Stage Company)**


**CONSOLIDATED
      BALANCE SHEETS**




December
                31
            
            December
                312006
            
            2005**ASSETS**CURRENT
                ASSETSCash
            
            $
            68,923
            
            $
            342,094Restricted
                cash-Note 2
            
            
            28,750
            
            
            28,750Prepaid
                expenses
            
            
            500
            
            
            11,120Total
                Current Assets
            
            
            98,173
            
            
            381,964Property
                and equipment-Note 4
            
            
            29,344
            
            
            30,252Lease
                deposits
            
            
            2,155
            
            
            7,603Total
                Assets
            
            $
            129,672
            
            $
            419,819**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**CURRENT
                LIABILITIESAccounts
                payable and accrued liabilities
            
            $
            49,244
            
            $
            173,708Advances
                payable
            
            
            -
            
            
            985,133Total
                Current Liabilities
            
            
            49,244
            
            
            1,158,841COMMITMENTS
                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, 59,847,083
                issued
                and outstanding -2006(2005-58,202,564
                issued and outstanding)
            
            
            5,983
            
            
            5,820Paid
                in capital
            
            
            4,601,009
            
            
            3,346,315Deficit
                accumulated during the development stage
            
            
            (4,526,564
            )
            
            (4,091,157
            )Total
                Stockholders’ Equity (Deficit)
            
            
            80,428
            
            
            (739,022
            )$
            129,672
            
            $
            419,819











SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS








F-4





**FUSA
      CAPITAL CORPORATION**


**(A
      Development Stage Company)**


**CONSOLIDATED
      STATEMENT OF OPERATIONS**




Yearended
              December
                31,
              2006
            
            February
                9, 2005 (Inception) to December 31,
              2006
            
            February
                9, 2005 (Inception) to December 31,
              2006REVENUESales
            
            $
            13,150
            
            $
            -
            
            $
            13,150Interest
            
            
            963
            
            
            182
            
            
            1,145Total
            
            
            14,113
            
            
            182
            
            
            14,295EXPENSESSelling,
                general and administrative
            
            
            904,643
            
            
            1,601,798
            
            
            2,506,441Research
                and development - Note 4
            
            
            (464,023
            )
            
            2,254,152
            
            
            1,790,129Beneficial
                conversion expense
            
            
            -
            
            
            230,900
            
            
            230,900Interest
            
            
            -
            
            
            1,631
            
            
            1,631Depreciation
                and amortization
            
            
            8,900
            
            
            2,858
            
            
            11,758Total
                Expense
            
            
            449,520
            
            
            4,091,339
            
            
            4,540,859NET
                INCOME (LOSS)
            
            $
            (435,407
            )
            $
            (4,091,157
            )
            $
            (4,526,564)
            )NET
                LOSS PER COMMON SHARE, BASIC
            
            $
            (0.00
            )
            $
            (0.08
            )WEIGHTED
                AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
            
            
            59,424,256
            
            
            54,232,695




















SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS








F-5


**FUSA
      CAPITAL CORPORATION**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENT OF CASH FLOWS**




YearEnded
              December
                31, 2006
            
            February
                9, 2005
              (Inception)
                to
              December
                31, 2005
            
            February
                9, 2005
              (Inception)
                to
              December
                31, 2006**OPERATING
                ACTIVITIES**Net
                loss from operations
            
            $
            (435,407
            )
            $
            (4,091,157
            )
            $
            (4,526,564
            )Adjustments
                to reconcile net loss to net Cash (used) by operating
                activities:Common
                stock issued (cancelled) for compensation
            
            
            (732,000
            )
            
            2,861,250
            
            
            2,129,250Common
                stock issued for services
            
            
            38,000
            
            
            9,000
            
            
            47,000Stock
                options issued for services
            
            
            8,728
            
            
            46,941
            
            
            55,669Beneficial
                conversion feature on warrant issuance
            
            
            -
            
            
            230,900
            
            
            230,900Depreciation
                and amortization
            
            
            8,900
            
            
            2,858
            
            
            11,758Loss
                on disposal of property and equipment
            
            
            -
            
            
            4,486
            
            
            4,486Changes
                in operating assets and liabilities:Decrease
                (increase) in prepaid expenses
            
            
            10,620
            
            
            (11,120
            )
            
            (500
            )Decrease
                (increase) in accounts payable and accrued liabilities
            
            
            (121,468
            )
            
            160,031
            
            
            38,563Decrease
                (increase) in lease deposits
            
            
            5,448
            
            
            (7,603
            )
            
            (2,155
            )Total
                adjustments
            
            
            (781,772
            )
            
            3,296,743
            
            
            2,514,971Net
                cash (used by) operating activities
            
            
            (1,217,179
            )
            
            (794,414
            )
            
            (2,011,593
            )**INVESTING
                ACTIVITIES**(Increase)
                in property and equipment
            
            
            (7,992
            )
            
            (37,593
            )
            
            (45,585
            )Net
                cash (used by) investing activities
            
            
            (7,992
            )
            
            (37,593
            )
            
            (45,585
            )**FINANCING
                ACTIVITIES**Cash
                received in recapitalization of the company
            
            
            -
            
            
            184
            
            
            184Proceeds
                from issuance of common stock
            
            
            952,000
            
            
            310,000
            
            
            1,262,000Offering
                costs from issuance of stock
            
            
            -
            
            
            (4,000
            )
            
            (4,000
            )Increase
                (decrease) in advances payable
            
            
            -
            
            
            896,667
            
            
            896,667Net
                cash provided by financing activities
            
            
            952,000
            
            
            1,202,851
            
            
            2,154,851Net
                increase (decrease) in cash
            
            
            (273,171
            )
            
            370,844
            
            
            97,673Cash,
                beginning of period
            
            
            370,844
            
            
            -
            
            
            -Cash,
                end of period
            
            $
            97,673
            
            $
            370,844
            
            $
            97,673Cash
                Summary, September 30Cash
            
            $
            68,923
            
            $
            342,094
            
            $
            68,923Restricted
                Cash
            
            
            28,750
            
            
            28,750
            
            
            28,750Total
            
            $
            97,673
            
            $
            370,844
            
            $
            97,673**SUPPLEMENTAL
                DISCLOSURES OF NON-CASH INVESTING AND FINANCING
                ACTIVITIES**Non-monetary
                net liabilities assumed in a recapitalization of the Company on March
                7,
                2005:Liabilities
                assumed
            
            $
            -
            
            $
            102,140
            
            $
            102,140Less
                cash received
            
            
            -
            
            
            184
            
            
            184Total
                non-monetary net liabilities assumed
            
            $
            -
            
            $
            101,956
            
            $
            101,956Interest
                paid
            
            $
            -
            
            $
            1,631
            
            $
            1,631




SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS


F-6





**FUSA
      CAPITAL CORPORATION**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)**




Common
                Stock
            
            Paid-in
            
            Deficit
                Accumulated During
              Development
            
            Total
              Stockholders’Shares
            
            Amount
            
            Capital
            
            Stage
            
            EquityInception,
                  Feb 9, 2005, Stock issued forservices @ $.0001 per
                  share
            
            
            27,000,000
            
            $
            2,700
            
            $
            6,300
            
            $
            -
            
            $
            9,000Net
                  (Loss), for the period ended March6, 2005
            
            
            
            
            
            
            
            
            
            
            
            (11,605
            )
            
            (11,605
            )**Balances,
                March 6, 2005**
            
            
            27,000,000
            
            
            2,700
            
            
            6,300
            
            
            (11,604
            )
            
            (2,605
            )Restated
                  RecapitalizationMarch 7, 2005
            
            
            27,447,564
            
            
            2,744
            
            
            (104,701
            )
            
            
            
            
            (101,957
            )**Shares
                  issued for cash in a privatePlacement**March
                  9, 2005 Stock issued for cash@ $.34 per share
            
            
            300,000
            
            
            30
            
            
            99,970
            
            
            
            
            
            100,000March
                  31, 2005 Stock issued for cash@ $.34 per share
            
            
            390,000
            
            
            39
            
            
            129,961
            
            
            
            
            
            130,000April
                  5, 2005 Stock issued for cash@ $.34 per share
            
            
            60,000
            
            
            6
            
            
            19,994
            
            
            
            
            
            20,000April
                  15, 2005 Stock issued for cash$.34 per share
            
            
            120,000
            
            
            12
            
            
            39,988
            
            
            
            
            
            40,000April
                  21, 2005 Stock issued for cash@ $.34 per share
            
            
            60,000
            
            
            6
            
            
            19,994
            
            
            
            
            
            20,000Offering
                costs
            
            
            
            
            
            
            
            
            (4,000
            )
            
            
            
            
            (4,000
            )Beneficial
                conversion feature-930,000
                warrants issued in above PPM
            
            
            
            
            
            
            
            
            230,900
            
            
            
            
            
            230,900**Shares
                issued as compensation**June
                  15, 2005 Stock issued @ FMV of$.89 per share
            
            
            1,200,000
            
            
            120
            
            
            1,066,380
            
            
            
            
            
            1,066,500July
                  29, 2005 Stock issued @ FMV of$1.02 per share
            
            
            900,000
            
            
            90
            
            
            917,910
            
            
            
            
            
            918,000September
                  21, 2005 Stock issued@ FMV of $1.22 per share
            
            
            600,000
            
            
            60
            
            
            731,940
            
            
            
            
            
            732,000September
                  22, 2005 Stock issued@ FMV of $1.21 per share
            
            
            50,000
            
            
            5
            
            
            60,495
            
            
            
            
            
            60,500October
                  26, 2005 Stock issued@ FMV of $1.19 per share
            
            
            25,000
            
            
            3
            
            
            29,748
            
            
            
            
            
            29,750November
                  10, 2005 Stock issued@ FMV of $.89 per share
            
            
            50,000
            
            
            5
            
            
            54,495
            
            
            
            
            
            54,500**Stock
                  options issued for****Compensation to
                  non-employees**April
                  18, 2005 120,000 options vested@ FMV of $.32 per
                  share
            
            
            
            
            
            
            
            
            38,298
            
            
            
            
            
            38,298April
                  18, 2005 21,819 options vested@ FMV of $.40 per
                  share
            
            
            
            
            
            
            
            
            8,643
            
            
            
            
            
            8,643Loss
                  for the period from March 6, 2005to December 31,
                  2005
            
            
            
            
            
            
            
            
            
            
            
            (4,079,552
            )
            
            (4,079,552
            )**Balances,
                December31, 2005**
            
            
            58,202,564
            
            $
            5,820
            
            $
            3,346,315
            
            $
            (4,091,157
            )
            $
            (739,022
            )






F-7




**Stock
                  options issued for****Compensation to
                  non-employees**January
                  1, 2006 7,273 options vested@ FMV $.41 per share
            
            
            
            
            
            
            
            
            2,996
            
            
            
            
            
            2,996April
                  7, 2006, 21,819 options vested @FMV of $.40 per
                  share
            
            
            
            
            
            
            
            
            8,728
            
            
            
            
            
            8,728**Shares
                  issued for services to non-employees**May
                  24, 2006, stock issued for FMV of$1.40
            
            
            10,000
            
            
            1
            
            
            13,999
            
            
            
            
            
            14,000December
                  11, 2006, stock issued for FMV of$ .96
            
            
            25,000
            
            
            3
            
            
            23,997
            
            
            
            
            
            24,000**Shares
                  issued for cash in a privateplacement**February
                  16, 2006 Stock issued for cash@ $1.00 per share
            
            
            400,000
            
            
            40
            
            
            399,960
            
            
            
            
            
            400,000May
                  24, 2006 Stock issued for cash@ $.75 per share
            
            
            200,000
            
            
            20
            
            
            149,980
            
            
            
            
            
            150,000June
                  5, 2006 Stock issued for cash@ $.75 per share
            
            
            133,334
            
            
            13
            
            
            99,987
            
            
            
            
            
            100,000August
                  16, 2006 Stock issued for cash@ $.75 per share
            
            
            42,670
            
            
            4
            
            
            31,996
            
            
            
            
            
            32,000August
                  23, 2006 Stock issued for cash@ $.75 per share
            
            
            93,340
            
            
            9
            
            
            69,991
            
            
            
            
            
            70,000October
                  20, 2006 Stock issued for cash@ $.75 per share
            
            
            133,334
            
            
            13
            
            
            99,987
            
            
            
            
            
            100,000December
                  18,2006 Stock issued for cash@ $.75 per share
            
            
            133,334
            
            
            13
            
            
            99,987
            
            
            
            
            
            100,000**Shares
                exchanged for debt**February
                  2, 2006 Stock issued for cash@ $.91 per share
            
            
            1,073,507
            
            
            107
            
            
            985,026
            
            
            
            
            
            985,133**Cancellation
                  of share issued as**compensation to
                  employees
            
            
            (600,000
            )
            
            (60
            )
            
            (731,940
            )
            
            
            
            
            (732,000
            )Loss
                  for the period endedDecember 31, 2006
            
            
            
            
            
            
            
            
            
            
            
            (435,407
            )
            
            (435,407
            )**Balances,
                December 31, 2006**
            
            
            59,847,083
            
            
            5,983
            
            
            4,601,009
            
            
            (4,526,564
            )
            
            80,428

















SEE
      ACCOMPANYING NOTES TO FINANCIAL STATEMENTS





F-8




**FU** **S** **A** **** **C** **A** **PI** **T** **AL** **C** **O** **RP** **O** **R** **ATI** **O** **N**


**(A
      D** **e** **ve** **lo** **pm** **e** **nt** **St** **ag** **e** **** **C** **o** **m** **pa** **n** **y)**


**Notes
      t** **o
      C** **onsolidated** **** **Fin** **a** **ncial
      Statements**


**December
      31, 2006**


Basis
        of
        presentation
 
 On
        March
        7, 2005 the Company acquired all of the issued and outstanding shares of
        common
        stock of FUSA Technology Investments, Inc, (FTIC) a development stage Nevada
        Corporation, formed on February 9, 2005, in exchange for 27 million restricted
        shares of common stock of the Company at par value of $2,700. This stock
        exchange transaction resulted in a change of control wherein the consolidated
        financial statements are those of the acquired company, FTIC, consolidated
        with
        its legal parent, FUSA Capital Corporation (FCC), as required for proper
        financial presentation. At the date of the stock exchange all of the net
        assets
        of FCC were acquired by FTIC at fair value which equaled FCC’s book value.
 
 The
        historical transactions of the acquired company will be carried forward,
        similar
        to the accounting treatment given in a recapitalization. In effect, the acquired
        company is considered the acquirer for accounting purposes only, not since
        its
        shareholders received less shares of the Company’s common stock than were
        outstanding prior to the exchange, but for the reason that the Company’s Board
        of Directors resigned and were replaced by the FTIC Board. All transactions
        between the companies have been eliminated in consolidation. Both companies
        have
        a December 31 year end and in accordance with FAS No. 7, they were in the
        development stage having no substantial earned revenues as of December 31,
        2005.
 
 As
        of
        December 31, 2006 the Company was in the process of developing software to
        integrate into a search engine using principally video and audio as its primary
        source for users to quickly locate what is on the world wide web. At that
        date
        the search engine was in Beta 2 testing and users are able to test it and
        comment on it.
 
 On
        April
        22, 2005, the Company's Board of Directors declared a three for one forward
        stock split in the form of a dividend payable May 13, 2005 to the shareholders
        of record on May 3, 2005. This split resulted in the issuance of approximately
        36.8 million additional shares of common stock, and was accounted for by
        the
        transfer of approximately $3,676 from paid in capital to par value. Retroactive
        effect of this split has been reflected in the accompanying financial statements
        for the periods presented.


N o te
      1 - Sig n ifica n t
      accou n tin g  p olicies


***Consolidated
        financial statements***
 
 In
        March
        2005, the subsidiary was dissolved, however, its operating results were included
        in the accompanying consolidated financial statements for the year ended
        December 31, 2005. Accordingly, all
        intercompany transactions have been eliminated as of that
        date.


***Use*** ****** ***of
      estima*** ***t*** ***es***





The  pr e p a ra tio n  of
      c o n s o li da t ed  f i n a nc ia l
      s t a t e m en t s i n confor m i ty  wit h acc o u n tin g
      pr i nci p les g e n erally
      accepted  in  t h e  United  State s of  A m erica  requires  m a nage m e nt
      to m a ke
      es t i m a tes
      and
      as s u m ptions
      that affect  the  r e ported  a m ount s of  assets  a n d  liabilities  an d  disc l o sur e
      of c ontingent  a ssets  a n d  liabilities  at  the da te  o f t he c o n so li da t e d f i na ncial s t a t e m en t s
      a n d t h e r e p or t ed
      a m oun t s  o f
      rev e n ue a n d
      ex pe n ses
      d u r in gt
      t he
      re p orti n g  p e ri o d.
      Ac t ual
      re s u l t s could
      differ fro m  thes e estimates.


F-9
 
 **FU** **S** **A** **** **C** **A** **PI** **T** **AL** **C** **O** **RP** **O** **R** **ATI** **O** **N**
 **(A
          D** **e** **ve** **lo** **pm** **e** **nt** **St** **ag** **e** **** **C** **o** **m** **pa** **n** **y)**
 **Notes
          t** **o
          C** **onsolidated** **** **Fin** **a** **ncial
          Statements**
 **December
          31, 2006**


***Restricted*** ****** ***ca*** ***s*** ***h***





A t December
      31, 2006 c u rr e n t as s et s i nc lu de re s t r i c t ed
      ca s h  o f  $ 2 8 , 75 0, w h ic h i s
      he ld as s h or t  te r m , i n te rest
      b ear i n g  c o llateral  t o su p port  a b a n k  cre d it  facili t y  f o r  t h e  C o m p a n y.





***Cash*** ****** ***E*** ***q*** ***ui*** ***v*** ***a*** ***lents***





T h e  C o m p a ny  c o nsi d ers  all  h i gh ly  li qu i d  inves t m e n ts  wit h  t h e  ori g i n a l  m atu ritie s  o f  thre e  m on t hs  or  les s  to be
      ca s h e q u i v a le n t s.





***Fin*** ***a*** ***nci*** ***a*** ***l*** ****** ***ins*** ***t*** ***ruments***





T h e
      fair
      valu e  of
      cash,
      accounts payabl e  and
      accrued liabilities are c o m p arable
      t o the
      carrying a m ounts
      thereof g i ven t he i r  shor t - te r m  m a t urity.





***C*** ***o*** ***ncentr*** ***a*** ***ti*** ***o*** ***ns*** ****** ***of*** ****** ***cre*** ***d*** ***it*** ****** ***risk***





The C o m pany
      is
      subject t o c o ncen t rations  of
      cr e dit
      r i s k  o n t he i r te m por a r y cas h  in ves t m en t s  du e  t o t he us e
      o f  a  limite d
      n u m b er of
      b a nk i n g instit u ti ons.  T h e  C o m p a n y  mi t i g ates  t h is  ris k
      b y p lacin g t e m por ary  cash
      i nv est m e n ts  wit h m a jor  fi n a n c ial  i n stit u ti ons ,  w h ic h
      h a v e  al l b ee n acc o r d e d h ig h ratin gs by pr i m ary  rati n g agencie s .


















F-10




**FU** **S** **A** **** **C** **A** **PI** **T** **AL** **C** **O** **RP** **O** **R** **ATI** **O** **N**
 **(A
        D** **e** **ve** **lo** **pm** **e** **nt** **St** **ag** **e** **** **C** **o** **m** **pa** **n** **y)**
 **Notes
        t** **o
        C** **onsolidated** **** **Fin** **a** **ncial
        Statements**
 **December
        31, 2006**


***A*** ***d*** ***vertisin*** ***g
      C*** ***osts***


We e xp e ns e a ll a d ver ti s in g, pr o m o ti on
        a n d m a rke tin g c os t s  as t he y  s o
        far ha ve  no t  i nc lu d e d a n y d i rec t - respo n se  ad v ertisi ng c o sts  req u irin g ca p italizati on. No n direct  and  relate d cos t s
        in c u rr e d  d u ri n g t he
        year
        December 31, 2006 wit h in  t h is  cate g ory ,  w h ich  are  i n clu d ed  i n sellin g,
        g e n eral  a n d ad m i n i s t ra ti ve
        exp e ns e ,
        a m o u n t ed t o a p pr ox im ate l y $113,251. Non direct and related costs incurred during 2005 within this category
        amounted to approximately $180,000.
  ***S*** ***t*** ***oc*** ***k-*** ***bas*** ***e*** ***d*** ***c*** ***o*** ***mpe*** ***n*** ***sa*** ***tio*** ***n***





As p er m itte d
      by SFAS
      No. 1 2 3,  *Accou* *n* *ti* *n* *g* ** *f* *or* ** *S* *t* *o* *ck* *-* *B* *a* *sed* ** *C* *o* *m* *p* *e* *n* *s* *a* *ti* *o* *n* *,* ** the  C o m p an y has  elected  to fo llo w  Ac c o unti ng P r i nc i p l es B oa r d  Op i n io n
      ( “ AP B” ) N o . 2 5 , *Ac* *c* *o* *unting
      for* ** *Stoc* *k* *Is* *s* *u* *e* *d
      to* *E* *mp* *l* *oyee* *s* , and  related  in t erpretation s  i n accountin g fo r its  s t ock-bas e d
      co m pensation  to
      e m ployees.  Und e r
      APB  No. 25 , wh e n t h e  e x ercis e price  of  th e  C o m p a n y’s  e m p l o yee  st o ck  o p tio ns i s  e qu al  t o
      o r  greater  t h a n t h e  fair va l ue o f t h e  un der lyin g
      s t o c k  o n  t he  da t e  of  gr a n t , n o c o m pensa tio n e xp e n se i s
      re c o gn i z e d.


In
        December 2004, the FASB issued SFAS 123R, Share Based Payments. SFAS 123R
        is
        applicable to transactions in which an entity exchanges its equity instruments
        for goods and services. It focuses primarily on transactions in which an
        entity
        obtains employee services in share-based payment transactions. SFAS No. 123R
        supersedes the intrinsic value method prescribed by APB No. 25, requiring
        that
        the fair value of such equity instruments be recorded as an expense as services
        are performed. Prior to SFAS 123R, only certain pro forma disclosures of
        accounting for these transactions at fair value were required. SFAS 123R
        will be
        effective for the first quarter 2006 consolidated financial statements, and
        permits varying transition methods including retroactive adjustment of prior
        periods or prospective application beginning in 2006. The Company will adopt
        SFAS 123R using the modified prospective method effective January 1, 2006.
        Under
        this transition method the Company began recording stock option expense
        prospectively, starting in first quarter 2006.
  Fo r s t o c k  bas e d c o m pensa tio n to  no n-e m p loy ees, t he C o m p a n y  is  re qu i re d to  f o llow  SFA S  N o.  1 2 3 ,  w h ich re q u i re s  t ha t s t oc k aw a r ds  gr a n te d t o
        d i rec tor s, c on s u lta n t s a n d o t he r  no n- e m p l o y ees
        be
        r e co r d e d
        a t  t h e  fai r valu e of  th e  award  grant e d.





***Research*** ****** ***an*** ***d*** ***developmen*** ***t*** ****** ***c*** ***o*** ***sts***





Pu rs u a n t  to S F AS N o.
      2 , “ *A* *c* *counting* ** *for* ** *R* *esear* *c* *h* ** *and* ** *Development* *C* *o* *st* *s* ,”  o u r r esearc h a n d d e v elopme n t cos t s, w h ic h
      r e late  t o t he
      d e v e l op m en t o f s o f t war e  t o
      be
      us e d in  ou r
      se a rc h e n g i ne te c h no l og y, w e re e xp e ns e d as  tec h n o lo g ical  feasi b ility of t h e  s o f t w a r e  h a d
      n ot b een  reac h e d as  of December
      31, 2006 .




T h e  c o s t  o f  m a terials  a n d  e qu i p m e n t  t h at  ar e  ac qu i red  f o r  research  an d
      d e vel op m e n t  acti v ities  a nd t h at  ha v e
      alternativ e fu t ur e uses  a r e  c a pitalized  when  a c qu i re d , s uc h  a s co m pu t er e qui p m en t .










F-11




**FU** **S** **A** **** **C** **A** **PI** **T** **AL** **C** **O** **RP** **O** **R** **ATI** **O** **N**


**(A
      D** **e** **ve** **lo** **pm** **e** **nt** **St** **ag** **e** **** **C** **o** **m** **pa** **n** **y)**


**Notes
      t** **o
      C** **onsolidated** **** **Fin** **a** **ncial
      Statements**


**December
      31, 2006**





***Pr*** ***o*** ***per*** ***ty*** ***a*** ***n*** ***d*** ***e*** ***qu*** ***ip*** ***ment***


Property
        and equipment are recorded at cost. Depreciation is provided over the estimated
        useful lives of the related assets using the straight-line method and the
        half
        year convention. Estimated useful lives for property and equipment categories
        are as follows:





Furnitureandfixtures
            7yearsComputer
                systems
            5
                yearsLeasehold
                improvements
            Lease
                term


Long
        lived assets are tested for impairment whenever events or changes in
        circumstances indicate their carrying amount may not be recoverable. The
        determination of any impairment loss includes a comparison of estimated
        undiscounted future cash flows anticipated to be generated during the remaining
        life of the asset or group of assets to the net carrying value of the asset
        or
        group of assets. Where the net carrying amount of the asset or the group
        of
        assets is less than the undiscounted future cash flows, an impairment loss
        is
        recognized.





***Income*** ****** ***taxes***





Deferre d ta x lia b ilities  a nd assets  ar e  d eter m i n e d  b ase d o n t h e d iffere n ce s  b etwee n t h e  bo o k v a l u es  an d t h e
      ta x
      b a se s  o f  assets  an d lia b ilities, u s i n g  ta x rates  i n  effec t  f o r  t h e  years  i n  w h ic h t h e d i ffere n ces  are
      expect e d t o r e verse .  A valuat i o n  all ow a n ce  i s  p r o v i d e d t o o ff set  a ny  d e f e r re d tax  asset  if ,  b ase d
      u po n t h e
      a v aila b le  e v i d e n ce,  it  is  m o r e  li k ely  t h a n n ot  t h at  s o m e or  all o f  t he  d eferre d tax  asset s  will not  be realize d .





***F*** ***o*** ***rei*** ***g*** ***n
      cu*** ***r*** ***r*** ***e*** ***ncy
      tr*** ***a*** ***ns*** ***act*** ***i*** ***o*** ***ns***


The b us i nes s  o f t h e  C o m pan y f r o m  Ca nada i n v o l v e s i n c u r r i n g a s u bs ta n tial nu m ber  o f  ope ra ti onal tra n sactio ns i n Ca n a d a  f o r  whic h it  tra n sact s  p ay m e n ts  i n Ca n a d ia n c u r r ency  t h r o ug h
        a  ba n k  accou n t
        mai n tai n e d fo r  t h at  p u rp os e .  I n clu d ed  i n s u c h tra n s actio ns ar e  p ay m e n ts  f o r  salaries ,  re n t,  co n s u lti n g  and m a n y o t h e r e x pe ns es.
        A t  t he  t i m e of
        pa y m en t ,
        ea c h C a na di an
        d i s b urse m e n t  is  t r a ns l a t ed i n t o t h e  U . S .
        do llar e q u i va l e n t a m oun t  a n d  an e xch a n ge gai n o r l oss o n c u r renc y  i s re c o rd e d
        a t  t ha t  t i m e . Du r in g t he
        year e nd e d
        December 31, 2006, and 2005, t h e c u r r enc y ex c h a n g e  t ransac tio n s r e su lte d i n
        a
        ga in  o f
        $ 30
        and $11,688, respectively.  As  of
        December 31, 2006, and 2005, t h e
        Can a dian  b a nk accoun t ba l ance,
        which wa s the
        onl y account
        balance m ai n tai ned in  f ore i g n c u rr e n c y a t  t ha t da t e, wa s
        c on ver ted  int o
        a  U.  S. d o lla r e qu i va le n t  a m oun t .
  Note
        2
        - Goin g concern


The
        Company’s consolidated financial statements are prepared using the accounting
        principles generally accepted in the United States of America applicable
        to a
        going concern, which contemplates the realization of assets and liquidation
        of
        liabilities in the normal course of business. However, the Company has not
        commenced its planned principal operations and has not generated revenues.
        It
        has incurred a significant operating loss as of December 31, 2006.
 
 The
        Company is dependent upon its ability to secure equity and/or debt financing
        and
        there are no assurances that the Company will be successful. Without sufficient
        financing, completion of the technology and achievement of profitable operations
        thereby, it would be unlikely for the Company to continue as a going concern.
        Management’s plan is to complete the development of its video and audio search
        engine technology and to utilize it as an internet service for
        profit.





F-12




**FU** **S** **A** **** **C** **A** **PI** **T** **AL** **C** **O** **RP** **O** **R** **ATI** **O** **N**


**(A
      D** **e** **ve** **lo** **pm** **e** **nt** **St** **ag** **e** **** **C** **o** **m** **pa** **n** **y)**


**Notes
      t** **o
      C** **onsolidated** **** **Fin** **a** **ncial
      Statements**


**December
      31, 2006**




No t e
      3  - Rela t e d  par t y t r a ns a c t ions


During
        the year ended December 31, 2006, in lieu of paying its technology officer’s his
        earned compensation directly of $90,518 (2005 - $ 182,686), it paid it to
        a
        consulting company owned by the Officer. This amount relates principally
        to his
        efforts through December 31, 2006, in furthering the development of the
        Company’s video and audio search engine technology, accordingly, the entire
        amount was included in research and development expense.
 
 A
        director of the Company received 25,000 shares in the year 2006 with fair
        market
        value of $ 24,000 for services rendered. Compensation expense related to
        the
        share issue is included in selling and administrative expenses.
  No t e
        4  - Property
        and equipment





A
      summary
      of property and equipment as of December 31, 2006 follows:


**Cost**
              
              **Accumulated
                  depreciation and amortization**
              
              **Net
                  book value**Furniture
                  and fixtures
              
              $
              8,228
              
              $
              1,872
              
              $
              6,356Computer
                  systems
              
              
              24,253
              
              
              6,773
              
              
              17,480Leasehold
                  improvements
              
              
              8,621
              
              
              3,113
              
              
              5,508$
              41,102
              
              $
              11,758
              
              $
              29,344


A
        summary
        of property and equipment as of December 31, 2005 follows:
 **Cost**
                
                **Accumulated**
                  **Depreciation**
                  **and**
                  **amortization**
                
                **Net
                    book value**Furniture
                    and fixtures
                
                $
                7,470
                
                $
                697
                
                $
                6,773Computer
                    systems
                
                
                17,019
                
                
                1,922
                
                
                15,097Leasehold
                    improvements
                
                
                8,621
                
                
                239
                
                
                8,382$
                33,110
                
                $
                2,858
                
                $
                30,252


No t e 5 -
      Advances payable


Advances
        payable at December 31, 2005 of $ 985,131 consists of advances from unrelated
        parties that are non-interest bearing, unsecured and have no fixed terms
        of
        repayment, and are repayable or convertible into the common stock of the
        Company.
   F-13
 **FU** **S** **A** **** **C** **A** **PI** **T** **AL** **C** **O** **RP** **O** **R** **ATI** **O** **N**
 **(A
          D** **e** **ve** **lo** **pm** **e** **nt** **St** **ag** **e** **** **C** **o** **m** **pa** **n** **y)**
 **Notes
          t** **o
          C** **onsolidated** **** **Fin** **a** **ncial
          Statements**
 **December
          31, 2006**
 During
        the year ended December 31, 2006, all of the advances payable were converted
        in
        common stock of the Company.





No t e  6
      - C o mm i t m en t s
      an d  c on t ing e nc i es





***Ope*** ***r*** ***ating*** ****** ***L*** ***e*** ***ases***


The
        Company conducts its operations from two separate office facilities in
        Vancouver, Canada and one office in Seattle, Washington. One of the facilities
        in Vancouver is leased under a three-year operating lease expiring in October
        2008. The other lease is short term as of March 31, 2006.
 
 The
        office in Seattle is leased under a month to month rental.
 
 The
        following is a schedule of future minimum lease payments, exclusive of all
        executory costs, required under the long-term operating lease above as of
        December 31, 2006 for the fiscal years ended:


2007
            
            $
            28,3112008
            
            
            23,593


Lease
        and
        rental expense included in selling and administrative expenses for the year
        totaled $61,370 (2005 - $ 30,223).


F-14




**FU** **S** **A** **** **C** **A** **PI** **T** **AL** **C** **O** **RP** **O** **R** **ATI** **O** **N**


**(A
      D** **e** **ve** **lo** **pm** **e** **nt** **St** **ag** **e** **** **C** **o** **m** **pa** **n** **y)**


**Notes
      t** **o
      C** **onsolidated** **** **Fin** **a** **ncial
      Statements**


**December
      31, 2006**




No t e
      7  -  Is s u a nce  of C o m m on
      S t ock


***Shares
        issued for services***
 
 On
        April
        26, 2005, the Company entered into two consulting agreements, and one employment
        agreement with the President /Chief Executive Officer of the Company with
        an
        indefinite term, unless terminated by either party.
 
 One
        consulting agreement provided for compensation which, at the Company’s
        discretion, may take the form of up to a total of 2,100,000 shares of Company
        stock or up to a total of $70,000 in cash payments. The compensation of either
        stock options or cash was payable by the Company in varying amounts upon
        the
        successful completion of six acceptable performance and project milestones.
        Under the agreement, the Company had no obligation to the consultant until
        it
        had accepted and approved the achievement of a milestone. During 2005, the
        Company approved the achievement of all six milestones entitling the consultant
        to receive 2.1 million shares of Company stock.
 
 These
        share issuances were accounted for in accordance with SFAS No. 123, which
        requires compensation expense to be measured at fair value. As such, the
        value
        of the underlying shares was determined based on the fair value of Company
        stock
        on the date that each of the milestones was achieved and approved. The total
        value of the stock compensation awarded under this agreement was $1,984,500.
        As
        this stock compensation pertained solely to software development, the total
        amount was included as research and development expense and as a corresponding
        component of stockholders’ equity as of December 31, 2005.
 
 The
        second consulting agreement provided for compensation which, at the Company’s
        discretion, may take the form of up to a total of 1,500,000 shares of Company
        stock or up to a total of $50,000 in cash payments. The compensation of either
        shares or cash is payable by the Company in varying amounts upon the successful
        completion of six acceptable performance and project milestones. Under the
        agreement, the Company has no obligation to the consultant until it has accepted
        and approved the achievement of a milestone. During 2005, there were no
        milestones achieved under the terms of the agreement.
 
 During
        2005, the Company issued 600,000 shares of the Company’s stock as compensation
        to an officer of the company. In addition, the Company issued 125,000 shares
        to
        two investor relations firms for services rendered in addition to cash
        compensation. The resulting value of stock compensation of $876,750 was included
        in selling, general and administration expense and also included as a component
        of stockholders’ equity as of December 31, 2005.
  In
        February 2006, all of the advances included as debt on the December 31, 2005
        consolidated balance totaling $985,133 were converted to equity through the
        issuance of a total of 1,073,507 shares of restricted common
        stock.


F-15
  During
        the year, the company issued 1,209,346 shares of common stock for proceeds
        of $
        952,000.
 
 During
        the year, the company issued 10,000 shares of common stock for services
        rendered. The resulting value of stock compensation of $ 14,000 has been
        included in selling, general and administrative expenses and also included
        as a
        component of shareholders’ equity as at December 31, 2006.
 
 During
        the year, the company issued 25,000 shares of common stock to a director
        of the
        company for services rendered. The resulting value of stock compensation
        of $
        24,000 has been included in selling, general and administrative expenses
        and
        also included as a component of shareholders’ equity as at December 31,
        2006.
 
 In
        addition, the company cancelled 600,000 shares of common stock which had
        previously been issued for services rendered. The previously recorded value
        of
        stock compensation of $ 722,000 has been credited to research and development
        expenses and included as a component of shareholders’ equity as at December 31,
        2006.
  ***Stock
          options issued for services***
 
 On
          April
          18, 2005 the Company adopted a non-qualified stock option plan the features
          of
          which follows:
 
 1.
                All
                    directors, employees, consultants, advisors of FUSA and its subsidiaries
                    are eligible to participate in the Plan. It is a five-year plan
                    with
                    a 6 million share authorization of which options to purchase 600,000
                    shares are available for grants to Non-Employee
                    Directors.
 
 2.
                Upon
                    the effectiveness of the Plan, all Non-Employee Directors will
                    be granted
                    options to purchase 120,000 shares and yearly grants of options
                    to
                    purchase 22,500 shares. New Non-Employee Directors upon their
                    appointment
                    to the Board of Directors will receive options to purchase 120,000
                    shares.
                    In addition, the Chairman of the Audit Committee will receive
                    initial and
                    annual grants of options to purchase 7,500
                    shares.
 
 3.
                The
                    maximum number of shares of Common Stock that may be subject
                    to options
                    granted under the Plan to any individual shall not exceed
                    2,400,000.
 
 4.
                Only
                    stock options and dividend equivalents rights (which may be granted
                    simultaneously with the granting of the stock options) may be
                    offered
                    under the Plan. Restricted stock is not authorized to be issued
                    under the
                    Plan.
 
 5.
                Options
                    may be issued as incentive stock options under Section 422 of
                    the Internal
                    Revenue Code of 1986, as amended, or as non-qualified stock
                    options.
 
 6.
                The
                    Plan requires stockholder approval in order to: reduce the exercise
                    price
                    of outstanding options or effect repricing through cancellation
                    and
                    re-grants of new options, increase the number of shares issued
                    under the
                    Plan, materially increase the benefits accruing under the plan,
                    materially
                    modify the requirements as to eligibility for participation,
                    decrease the
                    exercise price of an option to less than 85% of fair market value
                    on the
                    grant date and extend the term of the
                    option.
  7.
                The
                    Plan is administered by the Compensation/Stock Option Committee,
                    which is
                    comprised solely of at least one independent, non-employee
                    director.
  F-16
 
 8.
                Options
                    granted under the Plan will have a maximum term of ten years
                    and unless
                    otherwise determined by the Compensation/Stock Option Committee
                    at the
                    time of grant will be subject to a vesting period of four
                    years.
 
 9.
                The
                    total number of Options authorized under the plan shall be increased
                    or
                    adjusted consistent with any stock splits, stock dividends or
                    other
                    dividends under the supervision of the board of
                    directors.
 
 Under
          this plan, the Company issued 120,000 fully vested stock options with an
          exercise price of $.93 to a Director.
 
 On
          September 28, 2005, the Company entered into an eleven month consulting
          agreement ending on August 15th, 2006. Under the terms of the agreement,
          the
          consultant was granted 80,000 stock options with an exercise price equal
          to
          $1.20. These options vest monthly in equal installments of 7,273 starting
          on
          October 1, 2005. At December 31, 2005, there were 21,819 vested
          options.
 
 The
          fair
          value of each option award is estimated on the date of grant using the
          Black-Scholes-Merton option-pricing model, which uses the assumptions,
          noted in
          the following table. These assumptions are based on various factors including
          the expected volatility of the Company’s stock price and expected future
          exercising patterns.
 
 **For
                    the period from inception on**
                  **February
                    9 -**
                  **December
                    31, 2005**Dividend
                    yield
                NilExpected
                    volatility
                58%Risk
                    free interest rate
                4.15%Expected
                    life of options
                2
                    yearsWeighted
                    average grant date fair value
                $.33
  The
          following table represents stock option activity for the period from inception
          on February 9, 2005 to December 31, 2005:
 
 **Number
                    of shares**
                
                **Weighted
                    Average**
                  **Exercise
                    Price**Outstanding
                    options at beginning of period
                
                
                -
                
                
                -Granted
                
                
                200,000
                
                $
                1.04Exercised
                
                
                -
                
                
                -Outstanding
                    options at end of period
                
                
                200,000
                
                $
                1.04Outstanding
                    exercisable, December 31, 2005, vested
                
                
                141,819
                
                
                .97


No t e
      8  -  Deferred
      Tax Assets


The
        provision for current income taxes is as follows as of December 31, 2006
        and
        2005:
  2005Federal
                  tax benefit at statutory rates-34%
              
              $
              (1,390,993
              )Permanent
                  differences
              
              
              95,996Valuation
                  allowance
              
              
              1,294,997Income
                  tax expense
              
              $
              0


The
      following table summarizes the significant components of the Company’s deferred
      tax assets:





Deferred
                tax Assets
            2005Non-capital
                loss carryforward
            $
            1,294,997Less:
                valuation allowance
            
            (1,294,997
            )$
            -


The
        amount taken into income as deferred tax assets must reflect that portion
        of the
        income tax loss carryforwards that is likely to be realized from future
        operations. The Company has chosen to provide an allowance of 100% against
        all
        available income tax loss carryforwards regardless of their expiry.
 
 Note
        9
        - Income Taxes
  No
        provision for income taxes has been provided for in these financial statements
        due to the net loss. At December 31, 2006, the Company has a net operating
        loss
        carryforward which expires commencing in 2025, totaling approximately $4,526,000
        the benefit of which has not been recorded in the financial statements. Because
        of the change of control of the company and the issuance of more than 50%
        of
        stock in a three year testing period, the net operating loss carryforward
        may be
        limited in the annual amount that be used against future taxable income of
        the
        Company.


F-17





**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AN ACCOUNTING FINANCIAL
      DISCLOSURE.**




There
      were no previously unreported events under this Item 8 during the fiscal year
      ended December 31, 2006.





**ITEM
      8A. CONTROLS AND PROCEDURES.**





**DISCLOSURE
      CONTROLS AND PROCEDURES**





We
      maintain disclosure controls and procedures designed to ensure that the
      information required to be disclosed in our reports filed or submitted under
      the
      Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
      and reported in a timely manner as specified in the rules and forms set forth
      by
      the United States Securities and Exchange Commission. These controls and
      procedures are designed to ensure that the information required to be disclosed
      in our reports is accumulated and communicated to our management, including
      our
      Chief Executive Officer and Principal Financial Officer, or other persons
      performing similar functions, as appropriate, so as to allow timely decisions
      regarding required disclosure.





An
      evaluation of the effectiveness of the design and operation of our disclosure
      controls and procedures was carried out by our Chief Executive Officer and
      Principal Financial Officer, Jenifer Osterwalder, as of the end of the period
      covered by this annual report on Form 10-KSB. Based on this evaluation, our
      Chief Executive Officer and Principal Financial Officer has concluded that
      our
      disclosure controls and procedures are effective and designed to ensure that
      the
      information required to be disclosed in our reports filed or submitted under
      the
      Exchange Act, is recorded, processed, summarized and reported within the
      requisite time periods.





During
      the course of her evaluation our Chief Executive Officer and Principal Financial
      Officer did not discover any fraud involving management or any other personnel
      who play a significant role in our disclosure controls and procedures.
      Furthermore, because there were no significant deficiencies and/or material
      weaknesses discovered no remedial measures were necessary or taken during the
      period covered by this report to correct any such deficiencies.





**CHANGES
      IN INTERNAL CONTROL OVER FINANCIAL REPORTING**





No
      changes in our disclosure controls and procedures, internal controls over
      financial reporting or other factors have occurred during the fiscal quarter
      covered by this report that would materially affect or be reasonably likely
      to
      materially affect our disclosure controls and procedures or internal controls
      over financial reporting.





**ITEM
      8B. OTHER INFORMATION****.**





There
      were no reportable events under this Item 8B during the fiscal quarter ended
      December 31, 2006.







21





**ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
      ACT.**





The
      following table sets forth our directors and executive officers and their ages
      as of the fiscal year ended December 31, 2006:





**Name**
            
            **Age**
            
            **Position**Jenifer
                Osterwalder
            
            41
            
            Chief
                Executive Officer, Principal Accounting Officer, President, Treasurer,Secretary
                and Director.Tommy
                Jo St. John
            
            32
            
            Chief
                Technology OfficerDavid
                Clarke
            
            46
            
            Vice
                President, Business DevelopmentAlexander
                Khersonski
            
            34
            
            Director





**Jenifer
      Osterwalder -*****Chief******Executive
      Officer, Principal Accounting Officer, President, Treasurer, Secretary and
      Director***





Jenifer
      Osterwalder has served as our Chief Executive Officer, Principal Accounting
      Officer, President, Treasurer, Secretary and as a director since March 7, 2005.
      Previously, from January 2005 to March 2005, Ms. Osterwalder served as
      President, Chief Executive Officer, Treasurer, Secretary and as a director
      FUSA
      Technology Investments Corp. From January 2000 to January 2005 she served as
      an
      consultant investment banker to Five Seas Securities, Ltd., a securities firm
      in
      British Columbia, Canada. From August 2004 to December 2004 Ms. Osterwalder
      served as a consultant Manger to International Conference Services, Ltd., a
      conference and destination management firm in British Columbia, Canada. From
      January 2003 to December 2003, she served as a consultant Investment Liaison
      and
      Marketing Director for Terrikon Corporation, in British Columbia, Canada. Ms.
      Osterwalder received her Bachelor of Science in Business Administration in
      marketing and logistics from Ohio State University.





**David
      Clarke -** ***Vice
      President, Business Development***





David
      Clarke has served as our Vice President, Business Development since August,
      2006
      Previously, from June 2004 to July, 2006, Mr. Clarke served as a director with
      Rocket *info* ,
      a
      leading RSS company providing aggregated news and weblog content search
      solutions. From May 2000 to May 2004, he served as an independent marketing
      and
      business development consultant.





**Tommy
      Jo St. John -** ***Chief
      Technology Officer***





Tommy
      Jo
      St. John has served as our Chief Technology officer since March 7, 2005. In
      addition, Mr. St. John serves as the Principal of Newport Technologies, an
      information technology consulting firm. He has served in that position since
      June of 2000.





**Alexander
      Khersonski -**  ***Director***





Alexander
      Khersonski has served as one of our directors since March 7, 2005. In addition,
      Mr. Khersonski currently serves as a Senior Accountant for Service Corporation
      International (formerly Alderwood Group, Inc.), a provider of funeral, cremation
      and cemetery services throughout North America, a position which he has held
      since November 2004. From August 2004 to October 2004 Mr. Khersonski served
      as
      Assistant Controller for Scorpio Mining Corporation, a publicly traded mineral
      exploration company in British Columbia, Canada. From September 2003 to July
      2004 he served as a Corporate Accountant in client services at Dawn Pacific
      Management Corporation, an accounting and regulatory maintenance services firm
      in British Columbia, Canada. From January 2000 to August 2000 he served as
      a
      consultant to ICC International Business Services Ltd., in British Columbia,
      Canada. Additionally, from September 2000 to August 2003 Mr. Khersonski served
      as a Senior Accountant for the Jewish Community Centre of Greater Vancouver.
      Mr.
      Khersonski received holds a Certified General Accountant Designation from the
      Certified General Accountants Association of British Columbia, Canada. He
      received his Bachelor of Science in economics and management from Chelyabinsk
      State Technical University, Chelyabinsk, Russia.








22





**FAMILY
      RELATIONSHIPS**





There
      are
      no family relationships, by blood or marriage, among any of our directors or
      executive officers.





**INVOLVEMENT
      IN CERTAIN LEGAL PROCEEDINGS**





During
      the past five years, none of our directors, executive officers and control
      persons have been involved in any of the following events:





·
            any
                bankruptcy petition filed by or against any business of which such
                person
                was an executive officer either at the time of the bankruptcy or
                within
                two years prior to that time;





·
            any
                conviction in a criminal proceeding or being subject to a pending
                criminal
                proceeding (excluding traffic violations and other minor offenses);





·
            being
                subject to any order, judgment, or decree, not subsequently reversed,
                suspended or vacated, of any court of competent jurisdiction, permanently
                or temporarily enjoining, barring, suspending or otherwise limiting
                his
                involvement in any type of business, securities or banking activities;
                and





·
            being
                found by a court of competent jurisdiction (in a civil action), the
                Securities and Exchange Commission or the Commodity Futures Trading
                Commission to have violated a federal or state securities or commodities
                law, and the judgment has not been reversed, suspended, or
                vacated.





**BOARD
      OF DIRECTORS COMMITTEES**





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended December
      31,
      2006, we have no standing committees and our entire board of directors serves
      as
      our audit, compensation and nominating committees. Our board of directors has
      determined that Alexander Khersonski, a member of our board, qualifies as an
      audit committee financial expert (as
      defined in Regulation 228.407(d)(5)(ii) of Regulation S-B).





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended December
      31,
      2006, there have been no material changes to the procedures by which our
      security holders may recommend nominees to our board of directors.





**CODE
      OF ETHICS**





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended December
      31,
      2006, we have not yet adopted a code of ethics for our principal executive
      officer, principal financial officer or principal accounting officer. We are,
      however, in the process of drafting such a code of ethics and, upon adoption,
      it
      we will provide a copy of our code of ethics, without charge, to any person
      who
      so requests a copy, in writing, at: FUSA Capital Corporation., 1420 Fifth
      Avenue, 22nd Floor, Seattle, Washington 98101.





**COMPLIANCE
      WITH SECTION 16(A)**





Section
      16(a) of the Exchange Act requires our directors and executive officers, and
      persons who own more than ten percent of a registered class of our equity
      securities, to file with the SEC initial reports of ownership and reports of
      changes in ownership of our common stock and other equity securities of ours.
      Officers, directors and greater than ten percent stockholders are required
      by
      the SEC’s regulations to furnish us with copies of all Section 16(a) forms they
      filed.








23





The
      following table sets for the compliance reporting under Section 16(a) during
      the
      last fiscal year.





**Number
                of**
              **Late
                Reports**
            
            **Number
                of**
              **Transactions
                Not**
              **Timely
                Reported**
            
            **Failure**
              **to
                File**Jenifer
                Osterwalder
            1
            
            2
            
            -Alexander
                Khersonski
            1
            
            2
            
            -Tommy
                Jo St. John
            1
            
            2
            
            -





**ITEM
      10. EXECUTIVE COMPENSATION.**





The
      following table sets forth the total compensation awarded to, earned by, or
      paid
      to our Chief Executive Officer during each of the last two completed fiscal
      years. No other individuals are employed by us or have earned a total annual
      salary and bonus in excess of $100,000 during any of the last two completed
      fiscal years.


**SUMMARY
        COMPENSATION TABLE**
 
 **Name
                  and Principal Position**
              
              **Year**
              
              **Salary**
              
              **Bonus**
              
              **Stock
                  Awards**
              
              **Option
                  Awards**
              
              **Non-Equity
                  Incentive Plan Compensation**
              
              **Nonqualified
                  Deferred Compensation Earnings**
              
              **All
                  Other Compensation**
              
              **Total**Jenifer
                  Osterwalder
              
              2006
              
              $100,000
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -
              
              $100,000*Chief
                  Executive Officer*
              
              2005
              
              $ 
                  85,000
              
              -
              
              -
              
              -
              
              -
              
              -
              
              -




**EMPLOYMENT
      AGREEMENTS**





Ms.
      Osterwalder is employed pursuant to a month to month employment agreement,
      which
      commenced on April 26, 2005. The agreement originally provided for an annual
      base salary of $51,000 with a potential for an annual bonus equal to 150% of
      the
      base salary, however, in 2006 the annual base salary was increased to $85,000.
      The agreement also provides for the issuance of options to purchase
      u p
      3,000,000 common shares subject to vesting to be determined by the board of
      directors. Since
      the agreement was entered into, the Board of Directors elected to grant Ms.
      Osterwalder options to purchase 5,000,000 common shares in lieu of the 3,000,000
      that had been specified in her employment agreement. In the event Ms.
      Osterwalder is terminated by us, other than for cause, we are required to pay
      her severance
      of up to 150% of her base salary plus the acceleration of all then outstanding
      options .





As
      of the
      date of this annual report on Form 10-KSB for the fiscal year ended December
      31,
      2006, we have no other employment agreements in place with any of our other
      executive officers, directors or employees.





**OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR END**





There
      were no unexercised options, stock that had not vested, or equity incentive
      plan
      awards outstanding for our Chief Executive Officer as of the end of the fiscal
      year ended December 31, 2006.








24





**COMPENSATION
      OF DIRECTORS**





Pursuant
      to authority granted under our Article II, Section 2.16 of our bylaws, directors
      are entitled to such compensation as our board of directors shall from time
      to
      time determine. The following table sets forth the compensation of our directors
      for the fiscal year ended December 31, 2006:







**DIRECTOR
                COMPENSATION****Name**
            
            **Fees
                Earned**
              **or
                Paid**
              **in
                Cash**
            
            **Stock
                Awards**
            
            **Option
                Awards**
            
            **Non-Equity
                Incentive Plan Compensation**
            
            **Non-**
              **Qualified
                Deferred Compensation Earnings**
            
            **All
                Other Compensation**
            
            **Total**Alexander
                Khersonski
            
            $
            25,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            $
            25,000






**ITEM
          11.** **SECURITY
          OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND** **MANAGEMENT
          AND RELATED STOCKHOLDER MATTERS.**





**SECURITIES
      AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS**





The
      following table sets forth information with respect to compensation plans under
      which our equity securities are authorized for issuance as of the end of the
      fiscal year ended December 31, 2006.





**EQUITY
      COMPENSATION PLAN INFORMATION**





**Number
                of securities to be issued upon exercise of outstanding options,
                warrants
                and rights**
              
              **(a)**
            
            **Weighted-average
                exercise price of outstanding options, warrants and
                rights**
              
              **(b)**
            
            **Number
                of securities remaining available for future issuance under equity
                compensation plans (excluding securities reflected in column
                (a))**
              
              **(c)**Equity
                compensation plans approved by security holders
            
            --
            
            --
            
            --Equity
                compensation plans not approved by security holders
            
            454,549
            
            $0.74
            
            5,545,451Total





**SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**





The
      following table sets forth certain information regarding the beneficial
      ownership of our common stock as of March 15, 2006. The information in these
      tables provides ownership information for:





·
            each
                person known by us to be the beneficial owner of more than a 5% of
                our
                common stock


·
            each
                of our directors and executive officers; and


·
            all
                of our directors and executive officers as a group.








25





Beneficial
      ownership has been determined in accordance with the rules and regulations
      of
      the SEC and includes voting or investment power with respect to our common
      stock
      and those rights to acquire additional shares within sixty days. Unless
      otherwise indicated, the persons named in the table below have sole voting
      and
      investment power with respect to the number of shares of common stock indicated
      as beneficially owned by them, except to the extent such power may be shared
      with a spouse. Common stock beneficially owned and percentage ownership are
      based on 59,913,749 shares
      of
      common stock currently outstanding (reflects a three-for-one common stock
      dividend of our common shares that occurred on April 22, 2005) and no additional
      shares potentially acquirable within sixty days. The address of each person
      listed is care of FUSA
      Capital Corporation., 1420 Fifth Avenue, 22nd Floor, Seattle, Washington
      98101.




**Name**
            
            **Amount
                and**
              **Nature
                of Ownership**
            
            **Percent
                of Class***Jenifer
                Osterwalder (1)
            
            5,900,000
            
            9.8 %Tommy
                Jo St. John (2)
            
            7,510,000
            
            12.5
                %David
                Clark
            
            -
            
            -
                %Alexander
                Khersonski (3)
            
            170,000
            
            0.3 %All
                officers and directors as a group (4 persons)
            
            13,580,000
            
            22.7
                %





(1)
            Consists
                of stock options to acquire up to 5,000,000 shares of common stock,
                none
                of which are presently exercisable and 900,000 shares of common stock
                directly owned.(2)
            Consists
                of 7,510,000 shares of common stock directly owned.(3)
            Consists
                of stock options to acquire up to 100,000 shares of common stock,
                none of
                which are presently exercisable and 55,000 shares of common stock
                directly
                owned.





**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED****TRANSACTIONS
      AND DIRECTOR INDEPENDENCE.**


During
      the year ended December 31, 2006, in lieu of paying our Chief Technology
      Officer, Tommy Jo St. John, his earned compensation of $90,518 directly, we
      paid
      it instead to a consulting company owned by Mr. St John. This amount relates
      principally to Mr. St John’s efforts, through December 31, 2006, in furthering
      the development of our audio and video search engine technology.
















26





**ITEM
      13. EXHIBITS.**








**No.**
            **Description
                of Exhibit**2.1
            Plan
                and Agreement of Reorganization by and between FUSA Capital Corporation
                and FUSA Technology Investment Corporation, dated March 7, 2005,
                incorporated by reference to Exhibit 2.1 on Form 8-K filed March
                8,
                2005.3(i)(1)
            Articles
                of Incorporation of FUSA Capital Corporation, dated September 13,
                2000,
                incorporated by reference to Exhibit 3(a) on Form 10-SB filed May
                1,
                2003.3(i)(2)
            Certificate
                of Amendment to Articles of Incorporation of FUSA Capital Corporation,
                dated June 17, 2007, incorporated by reference to Exhibit 2.1 on
                Form 8-K
                filed July 7, 2004.3(ii)
            By-laws
                of FUSA Capital Corporation, dated September 14, 2000, incorporated
                by
                reference to Exhibit 3(b) on Form 10-SB filed May 1,
                2003.10.1
            Proprietary
                Information and Invention Assignment Agreement by and between FUSA
                Capital
                Corporation and Jenifer Osterwalder, dated March 30, 2005, incorporated
                by
                reference to Exhibit 99.1 on Form 10-KSB filed March 30,
                2005.10.2
            2005
                Stock Option Plan, dated April 18, 2005, incorporated by reference
                to
                Exhibit 99.1 on Form 8-K filed April 19, 2005.31.1
            Certification
                ofFUSA
                Capital Corporation Chief Executive Officer, Jenifer Osterwalder,
                required
                by Rule 13a-14(a) or Rule 15d-14(a), dated March 31, 2007. FILED
                HEREWITH31.2
            Certification
                ofFUSA
                Capital Corporation Chief Financial Officer, Jenifer Osterwalder,
                required
                by Rule 13a-14(a) or Rule 15d-14(a), dated March 31, 2007. FILED
                HEREWITH32.1
            Certification
                ofFUSA
                Capital Corporation Chief Executive Officer, Jenifer
                Osterwalder,required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
                Chapter
                63 of Title 18 of the United States Code (18 U.S.C. 1350),dated
                March 31, 2007. FILED HEREWITH.32.2
            Certification
                ofFUSA
                Capital Corporation Chief Financial Officer, Jenifer
                Osterwalder,required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of
                Chapter
                63 of Title 18 of the United States Code (18 U.S.C. 1350),dated
                March 31, 2007. FILED HEREWITH.














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





The
      following table sets forth the aggregate amount of various professional fees
      billed by our principal accountants with respect to our last two fiscal years:





**2006**
            
            **2005**Audit
                fees
            
            $
            36,500
            
            $
            18,523Audit-related
                fees
            
            
            -
            
            
            -Tax
                fees
            
            
            -
            
            
            -All
                other fees
            
            
            -
            
            
            -**Total**
            
            $
            36,500
            
            $
            18,523





All
      audit
      fees are approved by our board of directors. Braverman
      International, P.C. (“Braverman”) were our principal accountants for the eleven
      months ended December 31, 2005, and Moore
      & Associates, Chartered (“Moore”) were our principal
      accountants for the fiscal year ended December 31, 2006, neither provided
      any non-audit services to us.





**Audit
      Fees**





Audit
      fees billed for professional services rendered by Moore and Braverman ,
      during
      the fiscal year ended December 31, 2006 and the eleven
      months ended December 31, 2005 ,
      respectively, for the audit of our annual consolidated financial statements,
      review of the consolidated financial statements included in our quarterly
      reports on Form 10-QSB, and any services provided in connection with statutory
      and regulatory filings or engagements for those year ended, totaled
      approximately $36,500 and $ 18,523 ,
      respectively.





**Audit-Related
      Fees**





Audit-related
      fees billed by Moore and Braverman during
      the fiscal year ended December 31, 2006 and the eleven
      months ended December 31, 2005 ,
      respectively, for assurance and related services and totaled approximately
      $0
      and $0, respectively.





**Tax
      Fees**





Tax
      fees
      billed by Moore and Braverman during
      the fiscal year ended December 31, 2006 and the eleven
      months ended December 31, 2005 ,
      respectively, for tax compliance, tax advice and tax planning services totaled
      approximately $0 and $0, respectively.





**All
      Other Fees**





There
      were no fees billed by Moore and Braverman during
      the fiscal year ended December 31, 2006 and the eleven
      months ended December 31, 2005 ,
      for
      services rendered other than the amounts set forth above.








28





**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.







Date:
                March 31, 2007
            **FUSA CAPITAL
              CORPORATION**By:
            */s/ Jenifer
                Osterwalder*Jenifer
                OsterwalderChief
                Executive Officer &
              Principal
                Financial Officer











































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