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SEC Company Response from SPECTRAL CAPITAL Corp (FCCN) (CIK 0001131903) (FCCN) — Apr 13, 2006

SPECTRAL CAPITAL Corp (FCCN) (CIK 0001131903)
Date: April 13, 2006 · CIK: 0001131903 · Accession: 0001096906-06-000289

AI Filing Summary & Sentiment

Date
April 13, 2006
Author
/s/
Form
CORRESP
Company
SPECTRAL CAPITAL Corp (FCCN) (CIK 0001131903)

Letter

FUSA Capital Corporation

GET YOUR CONTENT TO MARKET

5th Avenue, Suite 2200, Seattle, WA 98101 (888) 366-6115

April 12,

Securities and Exchange Commission

F Street NE

Washington, D.C. 20549

Attention:

Brad Skinner

Accounting Brach Chief

VIA EDGAR AS CORRESPONDENCE

Ladies and Gentlemen:

This letter is written in my official capacity as President and Chief Executive Officer of FUSA Capital Corporation, a Nevada corporation (“FUSA”) regarding our filing on Form 8-K on March 30, 2006, Item 4.01.

The purpose of this letter is to provide more information regarding the resignation of our independent auditors, Braverman International, P.C. on March 23, 2006 and their subsequent re-instatement as FUSA’s independent auditors.

As President, Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer of FUSA, I had primary responsibility for preparing the materials and providing the disclosure and information necessary for our auditors to complete the audit for the fiscal year ending December 31, 2005. Although I provided complete disclosure to our financial consultant who assisted us in preparing our financial statements, some of this information was not transmitted from our consultant to our auditors regarding certain related party transactions and other matters.

These and other oversights resulted in our auditor sending a letter indicating he would need to make a trip to our offices in Vancouver and spend several days resolving this and other disclosure matters. I failed to respond to this letter as requested by the auditor, who could not proceed without resolving the questions he had in this matter. As a result of my failure to respond, our auditor resigned as of March 23, 2006.

Subsequent to our auditor’s resignation, I responded to his letter and authorized his trip to spend several days with us to resolve outstanding problems in our disclosure and records. During this trip of three days, our auditor was able to resolve the issues that prevented him from completing the audit and was able to continue the engagement.

Braverman International, P.C. now understands that any failure to disclose related party transactions and other disclosure failures with respect to the audit were inadvertent and have been resolved satisfactorily within the context of the audited financial statements.

Therefore, Braverman International, P.C. now believes that it can rely on the representations of management. Braverman International, P.C. still has concerns regarding the adequacy of FUSA’s internal controls, as expressed by them in their management comment letter to us. Management has responded to this issue in Item 8A of the Company’s annual report filed on Form 10KSB on April 12, 2006.

Braverman International, P.C. was able to satisfy their audit requirements through the representations of management and other substantive documentation provided during their examination of our financial statements. We understand that they did not rely on our internal controls in order to complete the audit for the fiscal year end December 31, 2005.

Please do not hesitate to contact the undersigned with any additional questions. We trust that this letter resolves any concerns generated by Item 4.01 of our Form 8-K filed on March 30, 2006.

Very best regards,

/s/ Jenifer Osterwalder

Jenifer Osterwalder

President and CEO

FUSA Capital Corporation

We agree with the information contained in this letter.

/s/ Ivan Braverman

Ivan Braverman, President

Braverman International, P.C.

Prescott, Arizona

April 13,

Show Raw Text
CORRESP
1
filename1.htm

      FUSA
        Capital Corporation

      GET
        YOUR CONTENT TO MARKET

      1420
        5th Avenue, Suite 2200, Seattle, WA 98101 (888)
        366-6115

      April
        12,
        2006

      Securities
        and Exchange Commission

      100
        F
        Street NE

      Washington,
        D.C. 20549

              Attention:

                Brad
                  Skinner

                Accounting
                  Brach Chief

      VIA
        EDGAR
        AS CORRESPONDENCE

      Ladies
        and Gentlemen:

      This
        letter is written in my official capacity as President and Chief Executive
        Officer of FUSA Capital Corporation, a Nevada corporation (“FUSA”) regarding our
        filing on Form 8-K on March 30, 2006, Item 4.01.

      The
        purpose of this letter is to provide more information regarding the resignation
        of our independent auditors, Braverman International, P.C. on March 23, 2006
        and
        their subsequent re-instatement as FUSA’s independent auditors.

      As
        President, Chief Executive Officer, Principal Financial Officer and Principal
        Accounting Officer of FUSA, I had primary responsibility for preparing the
        materials and providing the disclosure and information necessary for our
        auditors to complete the audit for the fiscal year ending December 31, 2005.
        Although I provided complete disclosure to our financial consultant who assisted
        us in preparing our financial statements, some of this information was not
        transmitted from our consultant to our auditors regarding certain related
        party
        transactions and other matters.

      These
        and
        other oversights resulted in our auditor sending a letter indicating he would
        need to make a trip to our offices in Vancouver and spend several days resolving
        this and other disclosure matters. I failed to respond to this letter as
        requested by the auditor, who could not proceed without resolving the questions
        he had in this matter. As a result of my failure to respond, our auditor
        resigned as of March 23, 2006.

      Subsequent
        to our auditor’s resignation, I responded to his letter and authorized his trip
        to spend several days with us to resolve outstanding problems in our disclosure
        and records. During this trip of three days, our auditor was able to resolve
        the
        issues that prevented him from completing the audit and was able to continue
        the
        engagement.

      Braverman
        International, P.C. now understands that any failure to disclose related
        party
        transactions and other disclosure failures with respect to the audit were
        inadvertent and have been resolved satisfactorily within the context of the
        audited financial statements.

      Therefore,
        Braverman International, P.C. now believes that it can rely on the
        representations of management. Braverman International, P.C. still has concerns
        regarding the adequacy of FUSA’s internal controls, as expressed by them in
        their management comment letter to us. Management has responded to this issue
        in
        Item 8A of the Company’s annual report filed on Form 10KSB on April 12, 2006.

      Braverman
        International, P.C. was able to satisfy their audit requirements through
        the
        representations of management and other substantive documentation provided
        during their examination of our financial statements. We understand that
        they
        did not rely on our internal controls in order to complete the audit for
        the
        fiscal year end December 31, 2005.

      Please
        do
        not hesitate to contact the undersigned with any additional questions. We
        trust
        that this letter resolves any concerns generated by Item 4.01 of our Form
        8-K
        filed on March 30, 2006.

      Very
        best
        regards,

      /s/
        Jenifer
        Osterwalder

      Jenifer
        Osterwalder

      President
        and CEO

      FUSA
        Capital Corporation

      We
        agree
        with the information contained in this letter.

      /s/
        Ivan
        Braverman

      Ivan
        Braverman, President

      Braverman
        International, P.C.

      Prescott,
        Arizona

      April
        13,
        2006