SecProbe.io

<DOCUMENT>
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 May 24, 2025

Jenifer Osterwalder
Chief Executive Officer & President
Spectral Capital Corporation
701 Fifth Avenue
Suite 4200
Seattle, WA 98104

 Re: Spectral Capital Corporation
 Form 8-K filed May 7, 2025
 File No. 000-50274
Dear Jenifer Osterwalder:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 21, 2025

 Dear Kathleen:
 Spectral Capital Corporation (the “Company”) acknowledges the Staff’s comment regarding our disclosure under Item 4.02 of Form 8-K filed on May 7, 2025. 1. **Clarification of Reference to Item 4.01 Paragraphs:**    We appreciate the Staff pointing out the inconsistency regarding our incorporation by reference to the “third, fourth, fifth and sixth paragraphs of Item 4.01.” We acknowledge that the Form 8-K included only four paragraphs under Item 4.01 and that the referenced paragraphs do not address the requirements of Item 4.02. This was an inadvertent drafting error. We will file an amended Form 8-K to remove this inaccurate reference and to provide complete and standalone disclosures responsive to Item 4.02(b). 2. **Audit Committee or Board Involvement:**    The Company confirms that the matters disclosed pursuant to Item 4.02 were discussed and approved by the full Board of Directors in the absence of a separately constituted audit committee. The Board, including all independent directors, reviewed the relevant accounting issues and determined that previously issued financial statements could no longer be relied upon. These matters were also discussed with our independent registered public accounting firm, MG\&A. 3. **Amendment and Compliance with Item 4.02(b):**    In response to the Staff’s comment, the Company will promptly file an amended Form 8-K to include all disclosures required under Item 4.02(b), including:    * The date of the Board’s conclusion that the financial statements should no longer be relied upon;    * Identification of the specific periods impacted;    * A brief description of the facts underlying the conclusion;    * Confirmation of discussions with MG\&A; and    * Any additional disclosures required to meet the requirements of Item 4.02(b). We thank the Staff for its guidance and will ensure that all future filings conform to the disclosure requirements in full.  We anticipate such a filing will be completed no later than Tuesday, May 27, 2025. Sincerely, Jenifer Osterwalder Chief Executive Officer Spectral Capital Corporation

<DOCUMENT>
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<TEXT>
 May 8, 2025

Jenifer Osterwalder
Chief Executive Officer & President
Spectral Capital Corporation
701 Fifth Avenue
Suite 4200
Seattle, WA 98104

 Re: Spectral Capital Corporation
 Form 8-K filed May 7, 2025
 File No. 000-50274
Dear Jenifer Osterwalder:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
our comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Item 4.02 Form 8-K filed on May 7, 2025
General

1. With regard to the Item 4.02 of Form 8-K disclosures, you state the
information set
 forth in the "third, fourth, fifth and sixth paragraphs of Item 4.01 is
incorporated by
 reference." Please explain what disclosures you are referring to as the
Item 4.01 Form
 8-K disclosures include only four paragraphs and the third and fourth
paragraphs do
 not appear to address any Item 4.02 requirements. In addition, it is
unclear if the audit
 committee, or board of directors in the absence of an audit committee,
or authorized
 officers discussed the matters with MG&A. Please revise and ensure you
address all
 of the disclosures required by Item 4.02(b) of Form 8-K.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 May 8, 2025
Page 2

 Please contact Kathleen Collins at (202) 551-3499 if you have questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

December 9, 2024
Sean Michael Brehm
Chairman
Spectral Capital Corporation
4500 9th Avenue, NE
Seattle, WA 98105
Re:Spectral Capital Corporation
Schedule 13D Filed by Sean Michael Brehm
Filed July 24, 2024
File No. 005-85576
Dear Sean Michael Brehm:
            We have conducted a limited review of the above-captioned filing and have the
following comment .
            Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comment applies to your facts and circumstances or
that an amendment is appropriate , please advise us why in a response letter.
            After reviewing any amendment to the filing and any information provided in
response to this comment, we may have additional  comments.
Schedule 13D Filed July 24, 2024
General
1.We note that the event reported as requiring the filing of the Schedule 13D was June
7, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D
within five business days after the date beneficial ownership of more than five percent
of a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the
June 7, 2024 event date, the Schedule 13D submitted on July 24, 2024 was not timely
filed. Please advise us why the Schedule 13D was not filed within the required five
business days after the date of the acquisition.
            We remind you that the filing person is responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the
staff.

December 9, 2024
Page 2
            Please direct any questions to Brian Soares at 202-551-3690 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

September 30, 2024
Vladimir Ivanov
Reporting Person
Sky Data PLL OU
Ahtri tn 6a
Tallinn, Harju maakond
Estonia 10151
Re:Sky Data PLL OU
Spectral Capital Corp.
Schedule 13D Filed by Sky Data PLL OU and Vladimir Ivanov
Filed June 28, 2024
File No. 005-85576
Dear Vladimir Ivanov:
            We have conducted a limited review of the above-captioned filing and have the following
comments.
            Please respond to this letter by amending the filing or by providing the requested
information. If you do not believe our comments apply to your facts and circumstances or that an
amendment is appropriate, please advise us why in a response letter.
            After reviewing any amendment to the filing and any information provided in response to
these comments, we may have additional comments.
Schedule 13D Filed June 28, 2024
General
1.We note the date of the event reported as requiring the filing of the Schedule 13D was
April 25, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing of a Schedule 13D
within five business days after the date beneficial ownership of more than five percent of
a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the April
25, 2024 event date, the Schedule 13D submitted on June 28, 2024 was not timely filed.
Please advise us why the Schedule 13D was not filed within the required five business
days after the date of the acquisition.
Item 4, page 4
Please amend Item 4 of the Schedule 13D to include any plans or proposals which relate 2.

September 30, 2024
Page 2
to or would result in the enumerated items listed in subsections (a)-(j) of Item 4 of
Schedule 13D. To the extent no plans or proposals that relate to or would result in any of
the actions described in Item 4(a)-(j) exist, please affirmatively so state. See Instruction A
within the "Special Instructions for Complying With Schedule 13D" at Rule 13d-101 of
Regulation 13D-G.
Item 7, page 5
3.Please amend Item 7 of the Schedule 13D to file a joint filing agreement, by which SKY
and the Manager agree in writing that the Schedule 13D is filed on behalf of each of them,
as an exhibit. See Rule 13d-1(k)(1)(iii) of Regulation 13D-G.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977 or Nicholas Panos at
202-551-3266.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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

 July 8, 2010
 Jenifer Osterwalder
Chief Executive Officer FUSA Capital Corporation 701 Fifth Avenue, Suite 4200 Seattle, WA 98104
 Re: FUSA Capital Corporation
  Preliminary Revised Proxy Statement on Schedule 14A   Filed July 6, 2010   File No. 000-50274

Dear Ms. Osterwalder:

We have completed our review of your filing and have no further comments at
this time on the specific issues raised.

Sincerely,    Maryse Mills-Apenteng Special Counsel

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

 June 17, 2010
 Jenifer Osterwalder
Chief Executive Officer FUSA Capital Corporation 701 Fifth Avenue, Suite 4200 Seattle, WA 98104
 Re: FUSA Capital Corporation
  Preliminary Proxy Statement on Schedule 14A   Filed June 11, 2010   File No. 000-50274

Dear Ms. Osterwalder:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.
General

1. It does not appear you have included all of the disclosures required by our recent amendments to Regulation S-K with respect to proxy disclosure enhancements.  Refer to SEC Release No. 34-61175.
 The Proposal, page 4

2. We refer to prior comment 2 of our letter dated June 3, 2010, and reissue that comment.  We note your statement that “[a]s of the date of this Proxy, no acquisitions have been identified and the Company has not entered into any agreements to acquire any such businesses or entered into any agreements to issue shares for capital or [sic] do any such understandings exist, written or otherwise.”  Please revise your filing to indicate whether you presently
 have any plans,

Jenifer Osterwalder
FUSA Capital Corporation June 17, 2010 Page 2
proposals or arrangements to issue any of the newly available authorized shares of common stock for any purpose, including acquisitions.  If so, please revise your disclosure to include materially complete descriptions of the plans, proposals or arrangements.  If not, please 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.

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 the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.  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 responding to our comments, please provide a written statement from the
company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filing;
• 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
• the company 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.

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

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

Mail Stop 4561        September 17, 2009  Jenifer Osterwalder Chief Executive Officer Fusa Capital Corp. 701 Fifth Avenue, Suite 4200 Seattle, WA 98104
Re: Fusa Capital Corp.
 Form 8-K Filed August 7, 2009  File no. 000-50274

Dear Ms. Osterwalder:

We have completed our review of your Form 8-K and have no further comments
at this time on the specific issues raised.

Sincerely,

Craig Wilson Senior Assistant Chief Accountant

September 1, 2009

Via U.S. Mail and Facsimile to
 Jenifer Osterwalder Chief Executive Officer
Fusa Capital Corp.
701 Fifth Avenue, Suite 4200 Seattle, WA 98104  Dear Ms. Osterwalder:   Your most recent Form 10-K, filed April 14, 2009, includes financial statements audited by
Moore and Associates Chartere d (“Moore”).  On August 27, 2009, the Public Company Accounting
Oversight Board ("PCAOB") revoked the registrati on of Moore because of violations of PCAOB
rules and auditing standards in auditing the financial statements, PCAOB rules and quality controls standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and
noncooperation with a Board investigation.  Yo u can find a copy of the order at http:
http://www.pcaobus.org/Enforcement/Disci plinary_Proceedings/2009/08-27_Moore.pdf

  As Moore is no longer registered with th e PCAOB, you may not in clude Moore’s audit
reports or consents in your filings with the Commission made on or after August 27, 2009.  If Moore audited a year that you are required to include in your filings with the Commission, then you should
engage a firm that is registered w ith the PCAOB to re-audit that year.
  Please amend your Item 4.01 Form 8-K, filed August 7, 2009, to  disclose that the PCAOB
revoked the registration of Moore on August 27, 2009 because of violations of PCAOB rules and
auditing standards in auditing the financial statements, PCAOB rules and quality controls standards,
and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and noncooperation with a Board investigation.
If you are unable to obtain an amended Exhib it 16 letter for an amended Form 8-K, please
disclose this fact in the Form 8-K/A.

Once you explain Moore’s registra tion revocation in an Item 4.01 Form 8-K, you do not need
to repeat this disclosure in your next Form 10-K.

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 al l information required under  the Securities Exchange
Act of 1934 and that they have provided all informa tion investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.

Jenifer Osterwalder
Fusa Capital Corp. September 1, 2009 Page 2
In connection with responding to our comments,  please provide, in writing, a statement from
the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
• the company 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.

In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Division of Corpor ation Finance in our review of your filing or in
response to our comments on your filing.   Any amendment to Form 8-K should be filed wi thin four business days of receipt of this
letter.  Please advise us as to how you intend to  address any re-audit requ irements no later than
September 11, 2009.  If you have any questions, you ma y contact David Edgar,  Staff Accountant at
(202) 551-3459 or the undersigned at (202) 551-3226 if you have any questions regarding comments
on the financial statements and related matters.
Sincerely,

               C r a i g  W i l s o n         Senior Assistant Chief Accountant

Mail Stop 4561         September 30, 2008  Ms. Jenifer Osterwalder Chief Executive Officer  FUSA Capital Corporation 1420 Fifth Avenue 22
nd Floor
Seattle, WA 98101
Re: FUSA Capital Corporation  Form 10-KSB for Fiscal Year Ended December 31, 2007  Forms 10-Q for Fiscal Quarters Ended   March 31, 2008 and June 30, 2008  File No. 000-50274

Dear Ms. Osterwalder:

We have completed our review of your Fo rm 10-KSB and related filings and have
no further comments at this time on the specific issues raised.

Sincerely,

Christine Davis Assistant Chief Accountant

CORRESP
1
filename1.htm

    fusacorr092208.htm

        FUSA
Capital Corporation

      September
22, 2008

      Mark
Shannon

      Staff
Accountant

      Christine
Davis

      Assistant
Chief Accountant

      Securities
and Exchange Commission

      100 F
Street NE

      Washington,
DC 20549

      VIA
EDGAR

                RE:

                FUSA
      Capital Corporation

      Form 10-KSB for Fiscal Year Ended
December 31, 2007

      Form 10Q for periods ending March 31,
2008 and June 30, 2008

      Ladies
and Gentlemen:

      I write
as President and CEO of FUSA Capital Corporation, a Nevada corporation (the
“Company”) in response to a letter received from the Commission dated September
11, 2008.

      We have
revised our public disclosure in response to your
letter.  Specifically, we have revised the exhibit 31.1 to include the
required language for both the 10Q for the period ending March 31, 2008 and for
the period ending June 30, 2008.

      Furthermore,
the Company acknowledges the following:

      The
Company is responsible for the adequacy and accuracy of the disclosure in our
10Q and 10Q/A filings.   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.  The Company 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.

      We remain
available to answer any additional questions you may have regarding these
filings or our public disclosure.

      Very
truly yours,

      /s/
Jenifer Osterwalder

      Jenifer
Osterwalder

      President
& CEO

      Tel
(604)351-1694

Mail Stop 4561         September 11, 2008  Ms. Jenifer Osterwalder Chief Executive Officer  FUSA Capital Corporation 1420 Fifth Avenue 22
nd Floor
Seattle, WA 98101
Re: FUSA Capital Corporation  Form 10-KSB for Fiscal Year Ended December 31, 2007  Forms 10-Q for Fiscal Quarters Ended   March 31, 2008 and June 30, 2008  File No. 000-50274

Dear Ms. Osterwalder:

We have reviewed the above-referenced f ilings and have the following comments.
Please note that we have limited our review  to the matters addressed in the comments
below.  If indicated, we think you should re vise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with supplemental information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

Form 10-Q for Fiscal Quarter Ended June 30, 2008

 Exhibit 31.1

1. We note that you filed your Principal Ex ecutive Officer and Principal Financial
Officer certification under Item 601(b)( 31) of Regulation S-K.  Please amend
your filing and revise this certification to include the introductory language of paragraph 4 and the language of paragra ph 4(b) of Item 601(b)(31) of Regulation
S-K.  Similar concerns apply to your Form 10-Q for the fiscal quarter ended
March 31, 2008.

* * * * * * *

Ms. Jenifer Osterwalder
FUSA Capital Corporation September 11, 2008 Page 2
Please respond to this comment within 10 business days or tell us when you will
provide us with a response.  Please submit all correspondence and supplemental materials
on EDGAR as required by Rule 101 of Regulation S-T.  If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter that keys your response to our comment and provides any
requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comm ents after reviewing any amendment and
your response to our comment.
 You may contact Mark Sh annon, Staff Accountant, at  (202) 551-3299 or me at
(202) 551-3408 if you have any questions  regarding the above comment.
        S i n c e r e l y ,           C h r i s t i n e  D a v i s
Assistant Chief Accountant

CORRESP
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filename1.htm

    fusacorr090508.htm

      FUSA
Capital Corporation

    September
4, 2008

    Mark
Shannon

    Staff
Accountant

    Christine
Davis

    Assistant
Chief Accountant

    Securities
and Exchange Commission

    100 F
Street NE

    Washington,
DC 20549

    VIA
EDGAR

    RE:
   FUSA Capital
Corporation

             Form
10-KSB for Fiscal Year Ended December 31, 2007

    Ladies
and Gentlemen:

    I write
as President and CEO of FUSA Capital Corporation, a Nevada corporation (the
“Company”) in response to a letter received from the Commission dated July 21,
2008.

    We have
revised our public disclosure in response to your letter.  We
conducted a review of our internal controls and have amended our 10KSB for the
period accordingly.  We also revised our conclusions regarding
internal controls consistent with your comments and revised our signature
exhibits.

    Furthermore,
the Company acknowledges the following:

    The
Company is responsible for the adequacy and accuracy of the disclosure in our
10KSB and 10KSB/A filings.   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.  The Company 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.

    We remain
available to answer any additional questions you may have regarding these
filings or our public disclosure.

    Very
truly yours,

    /s/
Jenifer Osterwalder

    Jenifer
Osterwalder

    President
& CEO

    Tel
(604)351-1694

Mail Stop 4561         July 21, 2008  Ms. Jenifer Osterwalder Chief Executive Officer  FUSA Capital Corporation 1420 Fifth Avenue 22
nd Floor
Seattle, WA 98101
Re: FUSA Capital Corporation
 Form 10-KSB for Fiscal Year Ended December 31, 2007  Filed March 31, 2008  File No. 000-50274

Dear Ms. Osterwalder:

We have reviewed your filing and have the following comments.  We have
limited our review of your filing to the disclo sures pertaining to the evaluation of your
internal control over financial reporting.  Sp ecifically, we have reviewed your filing to
determine if you conducted the evaluation of  your internal cont rol over financial
reporting, as required by Exchange Act Ru les 13a-15 and 15d-15, and provided an
assessment and a conclusion as to the effectiv eness of your internal control over financial
reporting, as required by Item 308T(a) of Regul ation S-B.  Where indicated, we think you
should revise your document in response to these comments, however, if you disagree, we would be pleased to consider your explana tion as to why a revision is not necessary.
Please be as detailed as n ecessary in your explanation.
 Form 10-KSB for Fiscal Y ear Ended December 31, 2007

 Item 8A.  Controls a nd Procedures, page 27

1. It does not appear that your  management has performed its assessment of internal
control over financial reporting as of December 31, 2007.  Since you were required to file or filed an annual report for the prior fiscal year, it appears you are
required to report on your management’s assessment of intern al control over
financial reporting.

If your management has not yet performed its assessment, we ask that you complete your evaluation and amend your filing within 30 calendar days to provide the required management's repor t on internal control over financial
reporting.

Ms. Jenifer Osterwalder
FUSA Capital Corporation
July 21, 2008 Page 2     In performing your evaluation, you may find the following documents helpful:
ƒ the Commission’s release Amendments to Rules Regarding Management’s
Report on Internal Control Over Financial Reporting  (Securities Act Release
8809/Financial Reporting Release 76).  You can find this release at:
http://www.sec.gov/rules/final/2007/33-8809.pdf ;

ƒ the Commission’s release Commission Guidance Regarding Management’s
Report on Internal Control Over Financ ial Reporting Under Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (Securities Act Release
8010/Financial Reporting Release 77).  You can find this release at:
http://sec.gov/rules/interp/2007/33-8810.pdf ; and

ƒ the “Sarbanes-Oxley Section 404 – A Guid e for Small Business” brochure at:
(http://www.sec.gov/info/smallbus/404guide.shtml ).

2. Please consider whether management’s failu re to perform or complete its report
on internal control over financial repor ting impacts its conclu sions regarding the
effectiveness of your disclosure controls  and procedures as of December 31, 2007
and revise your disclosure as appropriate.
3. We note your disclosure that your chie f executive and chief financial officers
concluded your disclosure c ontrols and procedures were effective to ensure that
the “information required to be disclosed in [y]our reports filed or submitted
under the Exchange Act is recorded, pro cessed, summarized, and reported within
the requisite time periods.”  This effectiveness conclusion is stated in terms that are more limited in scope than the definition of “disclosure controls and procedures” in Exchange Act Rule 13 a-15(e). The rule requires, among other
matters, that the disclosure controls and procedures be designed “to ensure that
information required to be disclosed by the issuer in the reports that it files or
submits under the Act…is accumulated and communicated to the issuer's management, including its principal executiv e and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.”  Please revi se your disclosures to state whether the
effectiveness conclusions of the CEO a nd CFO were made with respect to the
company’s disclosure controls and proce dures as defined in Exchange Act Rule
13a-15(e).
 Exhibit 31.1 and 31.2

4. We note that you filed your Principal Ex ecutive Officer and Principal Financial
Officer certifications under Item 601(b)(3 1) of Regulation S-B.  Please revise

Ms. Jenifer Osterwalder
FUSA Capital Corporation
July 21, 2008 Page 3
these certifications to include the intr oductory language of paragraph 4 and the
language of paragraph 4(b) of Item  601(b)(31) of Regulation S-B.

* * * * * * *
   Please note that the failure to perfor m management’s assessment adversely affects
the company’s and its shareholders ability to avail themselves of rules and forms that are
predicated on the current or timely filing of Exchange Act reports.  For further information regarding these impacts, please see Compliance and Disclosure Interpretation
115.02, which you can find at http://www.sec.gov/divisions /corpfin/guidance/regs-
kinterp.htm .
   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 filing.  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.
  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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ 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
‚ the company 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Ms. Jenifer Osterwalder
FUSA Capital Corporation July 21, 2008 Page 4
You may contact Mark Sh annon, Staff Accountant, at  (202) 551-3299 or me at
(202) 551-3408 if you have questions regarding these comments.
         S i n c e r e l y ,
           C h r i s t i n e  D a v i s          Assistant Chief Accountant

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.

Room 4561
        May 3, 2006

Ms. Jenifer Osterwalder
President and Chief Executive Officer
FUSA Capital Corporation
1420 5th Avenue, Suite 2200
Seattle, WA 98101

Re: FUSA Capital Corporation
 Item 4.01 Form 8-K
Filed May 1, 2006
 File No.  000-50274

Dear Ms. Osterwalder:

We have reviewed the above referenced filing and have the following comments.
Please note that we have limited our review  to the matters addr essed in the comments
below.  We may ask you to provide us with  supplemental information so we may better
understand your disclosure.  Please be as detail ed as necessary in your explanation.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  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.

Form 8-K Filed May 1, 2006

1. Please amend your disclosure to state wh ether during your two most recent fiscal
years and any  subsequent interim period through the date of dismissal there were
any disagreements with the former accountant on any matter of accounting
principles or practices, financial stat ement disclosure, or auditing scope or
procedure, which disagreement(s), if not re solved to the satisfaction of the former
accountant, would have caused it to make reference to the su bject matter of the
disagreement(s) in connection with its repor ts or any reportable events as defined
in Item 304(a)(1)(iv)(B) of Regulation S-B.  In the event of disagreement(s)

Ms. Jenifer Osterwalder
FUSA Capital Corporation
May 1, 2006 Page 2
and/or reportable event(s) , provide the specific disc losures required by Item
304(a)(1)(iv)of Regulation S-B.

2. Please revise to provide a clear conclusi on that there were no reportable events.
In this regard, we note that your statem ent “the Company believes there were no
reportable events” does not provide a clear conclusion.

3. Amend your disclosure regarding consulta tions with your new auditor to state
whether there were consultations in th e two most recent fiscal years and the
subsequent interim period through their engagement.  See Item 304(a)(2) of
Regulation S-B.

4. We note you appointed Moore & Asso ciates LLC as your independent
accountants on April 28, 2006.  It appears th ey are not a registered independent
accountant with the PCAOB.  Please tell us  how they meet the requirements of
Section 102 of the Sarbanes Oxley Act of 2002 .

5. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an upda ted Exhibit 16 letter from the former
accountants stating whether the accountant ag rees with the statements made in
your revised Form 8-K.

 As appropriate, please respond to these co mments within five business days or
tell us when you will respond.  Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of  Regulation S-T.  Please furnish a cover
letter that keys your respons es to our comments and provide s any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ 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

Ms. Jenifer Osterwalder
FUSA Capital Corporation
May 1, 2006 Page 3
‚ the company 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Christine Davis, Sta ff Accountant, at ( 202) 551-3408 or me at
(202) 551-3489 if you have questions regarding these comments.

       S i n c e r e l y ,

Brad Skinner
       A c c o u n t i n g  B r a n c h  C h i e f

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Room 4561
								April 3, 2006

Ms. Jenifer Osterwalder
Chief Executive Officer
FUSA Capital Corporation
1420 Fifth Avenue, 22nd Floor
Seattle, WA 98101

Re:	FUSA Capital Corporation
	Item 4.01 Form 8-K
      Filed March 30, 2006
	File No.  000-50274

Dear Ms. Osterwalder:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may 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 filing.
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.

Form 8-K Filed March 30, 2006

1. Please tell us more about the circumstances that led to
Braverman
International`s resignation on March 23, 2006.  Explain what led
Braverman International to conclude that they could no longer rely
on
the representations of management or the company`s internal
controls.
As part of your response, please confirm to us that these matters
were resolved and confirm that Braverman International no longer
believes that they are unable to rely on the representations of
management or the company`s internal controls.

       As appropriate, please respond to these comments within
five
business days or tell us when you will respond.  Please submit all
correspondence and supplemental materials on EDGAR as required by
Rule 101 of Regulation S-T.  Please furnish a cover letter that
keys
your responses to our comments and provides any requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment 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 Securities
Exchange Act of 1934 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:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* 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

* the company 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Christine Davis, Staff Accountant, at (202)
551-
3408 or me at (202) 551-3489 if you have questions regarding these
comments.

							Sincerely,

      Brad Skinner
							Accounting Branch Chief
Ms. Jenifer Osterwalder
FUSA Capital Corporation
March 30, 2006
Page 2

</TEXT>
</DOCUMENT>

February 8, 2006
Zip+4 Code:  20549

Via Fax & U.S. Mail

Ms. Jenifer Osterwalder
Chief Executive Officer and Principal Accounting Officer
FUSA Capital Corporation
1420 Fifth Avenue, 22nd floor
Seattle, WA 98101

RE: FUSA Capital Corporation (the “Company”)
 Form 10-KSB for the year ended December 31, 2004
 File No. 0-50274

Dear Ms. Osterwalder:

We have completed our review of your Form 10-K noted above and do not, at this time, have any
further comments.

        S i n c e r e l y ,

        L i n d a  C v r k e l
        B r a n c h  C h i e f

December 16, 2005
Zip+4 Code:  20549

Via Fax & U.S. Mail

Ms. Jenifer Osterwalder
Chief Executive Officer and Principal Accounting Officer
FUSA Capital Corporation
1420 Fifth Avenue, 22nd floor
Seattle, WA 98101

RE: FUSA Capital Corporation (the “Company”)
 Form 10-KSB for the year ended December 31, 2004
 File No. 0-50274

Dear Ms. Osterwalder:

Based upon an examination restricted solely to considerations of the Financial Statements,
Management’s Discussion and Analysis, and Select ed Financial Data, the staff has the following
comments on the above-referenced documents.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  In some of our comments, we may ask you to provide
us with supplemental information so we may better understand your disclosure.  After reviewing this information, 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 filing.  We
look forward to working with you in these respects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropriate by the Company, advise the staff of the reason thereof.

Pursuant to Rule 101(a)(3) of Regulation S-T, your response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  After our review of your supplemental
replies, we may have further comments.

Report of Independent Registered Public Accounting Firm, page F-1

Ms. Jenifer Osterwalder
FUSA Capital Corporation
December 16, 2005
Page 2

1. In the last sentence in the scope paragraph of the auditor’s report, we note the reference
to the examination of the fiscal 2003 financial statements being audited by other auditors.
In an amendment to the Form 10-KSB, please separately include the predecessor audit
report of Beckstead and Watts, LLP on the fiscal 2003 financial statements which has been referenced in the Braverman International , P.C. fiscal 2004 audit report.   As the
December 31, 2003 balance sheet is not required to be filed in the fiscal 2004 financial
statements for a small business issuer, the predecessor auditor would parenthetically note in their audit report that the 2003 balance sheet (is not included herein).  Refer to the
guidance in note 2 to Item 310 of Regulation S-B and Rule 2-05 of Regulation S-X.
Please revise accordingly.

2. As the cumulative information presented in the statements of operations,
stockholders’equity (deficit) and cash flows is part of the basic financial statements
issued under the guidance of paragraph 11 of SFAS 7, auditor association with the
cumulative data is required in the audit report as long as the registrant is in the development stage.   Therefore, the audit report of Braverman International, P.C. should
also specifically report on this cumulative data for the period of September 13, 2000
(inception) through December 31, 2004 for the statements of operations, stockholders’ equity (deficit) and cash flows.   Please revise the scope (1
st) and opinion (3rd) paragraphs
of the audit report of Braverman International, P.C. to report on this cumulative data in
the amendment to the Form 10-KSB, accordingly.

As appropriate, please amend your Form 10-KSB in response to these comments.  You may wish
to 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 amendment and
responses to our comments.

Other

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the
filings reviewed by the staff to be certain that  they have provided all information investors
require.  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

Ms. Jenifer Osterwalder
FUSA Capital Corporation
December 16, 2005
Page 3

‚ the company is responsible for the adequacy and accuracy of the disclosure in the filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings
reviewed by the staff do not foreclose the Commission from taking any action with
respect to the filing; and
‚ the company 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.

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 our review
of your filing or in response to our comments on your filing.

You may contact Effie Simpson at (202) 551-3346 or , in her absence, the undersigned, at (202)
551-3818 if you have questions regarding comments on the financial statements and related
matters.  Please contact Max Webb, Assistant Director, at (202) 551-3818 with any other
questions.

        S i n c e r e l y ,

        L i n d a  C v r k e l
        B r a n c h  C h i e f

Via facsimile:   (206) 224-2880