SEC Company Response from SPECTRAL CAPITAL Corp (FCCN) (CIK 0001131903) (FCCN) — Jun 9, 2006
SPECTRAL CAPITAL Corp (FCCN) (CIK 0001131903)
Date: June 9, 2006 · CIK: 0001131903 · Accession: 0001096906-06-000590
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-50274
Letter
Division of Corporation Finance Securities and Exchange Commission Fifth Street, N.W. Washington, D.C. 20549 VIA FAX (202) 772-9202 and via EDGAR
Dear Ms. Davis:
This letter is written in my official capacity as chief executive officer to FUSA Capital Corporation, a Nevada corporation (the “Company”). The purpose of this letter is to respond to comments issued to the Company by the Commission on May 3, 2006 regarding the Company’s filing of Form 8-K on May 1, 2006, File Number 0-50274.
In order to facilitate your review, I have endeavored to include as detailed a response as possible to each of your comments. I will refer to your comments by number as they were numbered on your comment letter of May 3, 2006.
Comment 1. We have added language to this paragraph to indicate that there have been no disagreements in the interim period between our fiscal year and and dismissal. You will find these changes on the attached redline copy.
Comment 2. We have deleted “the company believes” from the paragraph regarding reportable events. You will find this change on the attached redline copy.
Comment 3. We have added language to this paragraph indicating“nor at any time during the interim period between the end of its most recent fiscal year and the date of engagement.” You will find this change on the attached redline copy.
Comment 4. We made a mistake. The proper PCAOB name of our accounting firm is Moore & Associates, Chartered. We have changed their name on the filing. You will find these changes on the attached redline copy.
Comment 5. We have provided an updated Exhibit 16 letter.
In connection with any and all staff comments we have received on this filing and any interaction with the staff, we hereby acknowledge that:
1.
We are responsible for the adequacy and accuracy of disclosure in these filings and any filings we make with the Commission
2.
Staff Comments or changes to disclosure in response to Staff Comments do not foreclose the Commission from taking any action with respect to the filings
3.
We may not assert Staff Comments as a defense in any proceeding initiated by the Commission or any person under the Federal Securities Laws of the United States.
Very truly yours,
/s/ Jenifer Osterwalder
Jenifer Osterwalder
President & CEO of FUSA Capital Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2006
FUSA CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
000-50274
51-0520296
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
Fifth Avenue, 22nd Floor, Seattle, WA
(Address of principal executive offices)
(zip code)
Registrant's telephone number, including area code: (206) 274-5107
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|__|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|__|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|__|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|__|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
THIS IS AN AMENDMENT MAKING CERTAIN REVISIONS TO THE FORM 8-K ORIGINALLY FILED ON MAY 1,
Section - Matters Related to Accountants and Financial Statements
Item 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On April 28, 2006, based upon the recommendation of and approval by our board of directors, FUSA Capital Corporation (the "Company") dismissed Braverman International PC ("Braverman International") as its independent auditor and engaged Moore & Associates, Chartered to serve as its independent auditor for the fiscal year ending December 31, 2006. Braverman International’s reports on the Company's financial statements for each of the fiscal years ended December 31, 2004 and 2005 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, however, the audit reports contained going concern qualifications.
During the years ended December 31, 2004 and 2005 and the subsequent Interim period through the date of dismissal on April 28, 2006, there were no disagreements with Braverman International on any matter of accounting principle or practice, financial statement disclosure or auditing scope or procedure which, if not resolved to Braverman International’s satisfaction, would have caused them to make references to the subject matter in connection with their reports of the Company's financial statements for such years.
In addition, there were no reportable events as defined in Item 304(a)(1)(iv)(B) of Regulation S-B. The Company has provided Braverman International with a copy of the foregoing statements and requested that Braverman International provide it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the foregoing statements. A copy of Braverman International letter, dated April 28, 2006 is filed as Exhibit 16 to this Current Report on Form 8-K.
(b) On April 28, 2006, the board of directors of FUSA Capital Corporation engaged the accounting firm of Moore & Associates LLC, Chartered as principal accountants of FUSA Capital Corporation for the fiscal year ended December 31, 2006. FUSA Capital Corporation has not consulted Moore & Associates LLC during its two most recent fiscal years nor at any time during the interim period between the end of its most recent fiscal year and the date of engagement.
Item 9. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Letter regarding change in certifying accountant from Braverman International, P.C. to the Securities Exchange Commission.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements - none
(b) Exhibits: The exhibits listed below are attached and filed as part of this report:
Exhibits
Description
Letter regarding change in certifying accountant dated June 7, 2006 from Braverman International, P.C.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FUSA CAPITAL CORPORATION
Dated: June 7, 2006
By:
/s/ Jenifer Osterwalder
Name:
Jenifer Osterwalder
Title:
Chief Executive Officer
Exhibit
Braverman International, P.C.
Mc Donald Drive
Prescott, AZ 86303
Tel (928) 771-1122
Fax (928) 777-8378
June 7,
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
The firm of Braverman International, P.C. was previously principal accountant for FUSA Captial Corporation (the "Company") and reported on the consolidated financial statements of the Company for the years ended December 31, 2005 and 2004. Effective April 28, 2006, we were terminated by the Company as it’s independent auditor. We have read the Company's statements included under Item 4 of its Form 8-K dated June 7, 2006, and we agree with such statements except that we cannot confirm or deny that the appointment of Moore & Associates, Chartered was approved by the Board of Directors, or that they were not consulted prior to their appointment as auditors. We were not contacted by Moore & Associates, Chartered, either orally or in writing, prior to their appointment as required under SAS 84.
Very
truly yours,
/s/Braverman
International, P.C.
Show Raw Text
CORRESP
1
filename1.htm
Fusa Capital Corporation Correspondence June 09, 2006
FUSA
Capital Corporation
1420
Fifth Avenue
Suite
2200
Seattle
WA 98101
June
9,
2006
Christine
Davis
Division
of Corporation Finance
Securities
and Exchange Commission
450
Fifth
Street, N.W.
Washington,
D.C. 20549
VIA
FAX
(202) 772-9202 and via EDGAR
Dear
Ms.
Davis:
This
letter is written in my official capacity as chief executive officer to FUSA
Capital Corporation, a Nevada corporation (the “Company”). The purpose of this
letter is to respond to comments issued to the Company by the Commission
on May
3, 2006 regarding the Company’s filing of Form 8-K on May 1, 2006, File Number
0-50274.
In
order
to facilitate your review, I have endeavored to include as detailed a response
as possible to each of your comments. I will refer to your comments by number
as
they were numbered on your comment letter of May 3, 2006.
Comment
1. We have added language to this paragraph to indicate that there have been
no
disagreements in the interim period between our fiscal year and and dismissal.
You will find these changes on the attached redline copy.
Comment
2. We have deleted “the company believes” from the paragraph regarding
reportable events. You will find this change on the attached redline
copy.
Comment
3. We have added language to this paragraph indicating“nor at any time during
the interim period between the end of its most recent fiscal year and the
date
of engagement.” You will find this change on the attached redline
copy.
Comment
4. We made a mistake. The proper PCAOB name of our accounting firm is Moore
& Associates, Chartered. We have changed their name on the filing. You will
find these changes on the attached redline copy.
Comment
5. We have provided an updated Exhibit 16 letter.
2
In
connection with any and all staff comments we have received on this filing
and
any interaction with the staff, we hereby acknowledge that:
1.
We
are responsible for the adequacy and accuracy of disclosure in
these
filings and any filings we make with the
Commission
2.
Staff
Comments or changes to disclosure in response to Staff Comments
do not
foreclose the Commission from taking any action with respect
to the
filings
3.
We
may not assert Staff Comments as a defense in any proceeding
initiated by
the Commission or any person under the Federal Securities Laws
of the
United States.
Very
truly yours,
/s/
Jenifer Osterwalder
Jenifer
Osterwalder
President
& CEO of FUSA Capital Corporation
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): April
28, 2006
FUSA
CAPITAL CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
000-50274
51-0520296
(State
or other jurisdiction of incorporation)
(Commission
File Number)
(IRS
Employer Identification No.)
1420
Fifth Avenue, 22nd Floor, Seattle, WA
98101
(Address
of principal executive offices)
(zip
code)
Registrant's
telephone number, including area code: (206)
274-5107
N/A
(Former
name or former address, if changed since last report.)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|__|
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
|__|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR
240.14a-12)
|__|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR
240.14d-2(b))
|__|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR
240.13e-4(c))
THIS
IS
AN AMENDMENT MAKING CERTAIN REVISIONS TO THE FORM 8-K ORIGINALLY
FILED ON MAY 1,
2006
Section
4
- Matters Related to Accountants and Financial Statements
Item
4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On
April 28, 2006, based
upon the recommendation of and approval by our board of directors,
FUSA Capital
Corporation (the "Company") dismissed Braverman International PC
("Braverman
International") as its independent auditor and engaged Moore &
Associates,
Chartered to
serve
as its independent auditor for the fiscal year ending December
31, 2006.
Braverman International’s reports on the Company's financial statements for each
of the fiscal years ended December 31, 2004 and 2005 did not contain
an adverse
opinion or disclaimer of opinion, nor were they qualified or modified
as to
uncertainty, however, the audit reports contained going concern
qualifications.
During
the years ended December 31, 2004 and 2005
and the
subsequent Interim period through the date of dismissal on April
28,
2006,
there
were no disagreements with Braverman International on any matter
of accounting
principle or practice, financial statement disclosure or auditing
scope or
procedure which, if not resolved to Braverman International’s satisfaction,
would have caused them to make references to the subject matter in
connection
with their reports of the Company's financial statements for such
years.
In
addition, there
were no reportable events as defined in Item 304(a)(1)(iv)(B) of
Regulation S-B.
The Company has provided Braverman International with a copy of the
foregoing
statements and requested that Braverman International provide it
with a letter
addressed to the Securities and Exchange Commission stating whether
it agrees
with the foregoing statements. A copy of Braverman International
letter, dated
April 28, 2006 is filed as Exhibit 16 to this Current Report on Form
8-K.
(b) On
April 28, 2006, the
board of directors of FUSA Capital Corporation engaged the accounting
firm of
Moore & Associates
LLC,
Chartered
as
principal accountants of FUSA Capital Corporation for the fiscal
year ended
December 31, 2006. FUSA Capital Corporation has not consulted Moore
&
Associates LLC during its two most recent fiscal years
nor at
any time during the interim period between the end of its most recent
fiscal
year and the date of engagement.
Item
9. FINANCIAL STATEMENTS
AND EXHIBITS.
(c)
EXHIBITS
16
Letter regarding change in certifying accountant from Braverman International,
P.C. to the Securities Exchange Commission.
ITEM
9. FINANCIAL STATEMENTS AND
EXHIBITS
(a) Financial Statements - none
(b) Exhibits: The exhibits listed below are attached and filed
as part of this report:
Exhibits
Description
16
Letter
regarding change in certifying accountant dated June 7, 2006
from
Braverman International, P.C.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned
hereunto
duly authorized.
FUSA
CAPITAL CORPORATION
Dated:
June 7, 2006
By:
/s/
Jenifer
Osterwalder
Name:
Jenifer
Osterwalder
Title:
Chief
Executive Officer
Exhibit
16
Braverman
International, P.C.
1255
Mc
Donald Drive
Prescott,
AZ 86303
Tel
(928)
771-1122
Fax
(928)
777-8378
June
7,
2006
Securities
and Exchange Commission
Washington,
D.C. 20549
Ladies
and Gentlemen:
The
firm
of Braverman International, P.C. was previously principal accountant
for FUSA
Captial Corporation (the "Company") and reported on the consolidated
financial
statements of the Company for the years ended December 31, 2005 and
2004.
Effective April 28, 2006, we were terminated by the Company as it’s independent
auditor. We have read the Company's statements included under Item
4 of its Form
8-K dated June
7,
2006,
and we agree with such statements except that we cannot confirm or
deny that the
appointment of Moore & Associates,
Chartered
was
approved by the Board of Directors, or that they were not consulted
prior to
their appointment as auditors. We were not contacted by Moore &
Associates,
Chartered,
either
orally or in writing, prior to their appointment as required under
SAS 84.
Very
truly yours,
/s/Braverman
International, P.C.
Bravernman
International, P.C.