SecProbe.io

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

Mail Stop 4561

 June 3, 2010
 Jenifer Osterwalder
Chief Executive Officer FUSA Capital Corporation 701 Fifth Avenue, Suite 4200 Seattle, WA 98104
 Re: FUSA Capital Corporation
  Preliminary Information Statement on Schedule 14C   Filed May 27, 2010   File No. 000-50274

Dear Ms. Osterwalder:

This is to advise you that we have limited our review of your filing to the matters
addressed in the comments below.  After reviewing your response, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
General

1. Schedule 14C is appropriate only when there is no solicitation or the solicitation is exempt.  Accordingly, please advise us of the basis for your belief that a Schedule 14C is the appropriate schedule to be filed; in the alternative, consider whether filing on Schedule 14A is appropriate.  In this regard, we note your statement that you received approval from the holders of 52.8% of your issued and outstanding shares of common stock.  The beneficial ownership table lists persons owning an aggregate of 17.7% of your outstanding shares.  Therefore, it appears from your disclosure that you obtained consents from persons owning an aggregate of approximately 35.1% of your  outstanding shares, none of whom are
officers, directors or 5% beneficial owne rs.  Please tell us the sequence of events
through which you obtained the requisite majority consents.  In your response letter, identify the stockholders from whom consents were obtained who are not officers, directors, 10% shareholders or  their affiliates.  In addition, provide

Jenifer Osterwalder
FUSA Capital Corporation
June 3, 2010 Page 2
analysis supporting your conclusion that the consents were obtained without engaging in a solicitation, as defined in Exchange Act Rule 14a-1(l).
 The Proposal, page 4

2. Please revise your filing to indicate whether you presently have any plans, proposals or arrangements to issue any of the newly available authorized shares of common for any purpose, including future acquisitions and/or financings.  If so, please revise your disclosure to include materially complete descriptions of the future acquisitions and financing transactions.  If not, please clearly state that you have no such plans, proposals, or arrangements, written or otherwise, at this time to issue any of the newly available authorized shares of common stock.
 3. Please refer to Securities Exchange Act Release No. 34-15230 and discuss the possible anti-takeover effects of the increase in authorized shares of common stock.  For example, inform holders that management might use the additional shares to resist or frustrate a third-party transaction by, for example, diluting the stock ownership of persons seeking control of the company.

*              *              *              *

As appropriate, please amend your filings and respond to these comments within
10 business days.  You should provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all information required under the Exchange Act and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
 ƒ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
ƒ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
ƒ the company may not assert staff comments as a defense in any proceeding

Jenifer Osterwalder
FUSA Capital Corporation June 3, 2010 Page 3
initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
Please direct any questions or comments to  Michael F. Johnson, Staff Attorney, at
(202) 551-3477 or to the undersigned at (202) 551-3457.

Sincerely,    Maryse Mills-Apenteng Special Counsel