mal nachlesen, bis einem der Sinn dessen aufgeht,was da wirklich drinsteht und vielleicht kommt man dann zu einem anderen Urteil!Innen und Außensicht,sind gleichermaßen wichtig
Soweit ich es verstanden habe (bitte korrigiert mich,wenn es nicht stimmt), bezieht sich das filing auf den der SEC am 02.01.2006 vorgelegten Jahresabschluß 2004(darauf hast Du ja mit deiner Äußerung bezug genommen)
Unter Anderem ist es interessant festzustellen,das es nicht nur eine Person ist, die dem Unternehmen angehören!
Hier die entscheidende Passage:
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons
A. Directors, Executive Officers and Significant Employees
The names, ages, and positions of the Company's current and former directors, executive officers, and significant employees are as follows:
NAME AGE POSITION DIRECTOR SINCE/UNTIL
Jerome Jolly 40 Former President, Treasurer, Secretary, and Director September 2000/May 2004
Grady Johnson 63 Former Executive-VP, Treasurer, Director September 2000/May 2004
Camila Maz 36 Sole Officer and Director May 2004/March 2005
Jenifer Osterwalder 40 President, Treasurer, Chief Executive Officer, Secretary, Principal Accounting Officer, Director. March 2005/Present
Alexander Khersonski 33 Director March 2005/Present
Jenifer Osterwalder has served as Executive Officer, Secretary, Principal Accounting Officer and Director since March 7, 2005. From January 2005 - March 2005, Jenifer was employed by FUSA Technology Investments Corp of Vancouver, BC, Canada as President, CEO, Secretary and Treasurer and Director. From January 2000 - January 2005 Jenifer was a consultant to Five Seas Securities of Vancouver, BC, Canada holding a position of Investment Banker. From August 2004 - December 2004 Jenifer was a consultant to International Conference Services of Vancouver, BC, Canada holding the position as Manager. From January 2003 - December 2003, Jenifer was a consultant to Terrikon Corporation of Vancouver, BC, Canada holding the position of Investment Liason and Marketing Director. Jenifer Osterwalder received her BSBA from Ohio State University of Columbus, Ohio marketing and logistics and is currently enrolled in University of Phoenix in the MBA program.
Alexander Khersonski has served as a director since March 7, 2005. From November 2004 - to the present he serves Alderwoods Group Inc., Burnaby, B.C., Canada as a Senior Accountant. From August 2004 - October 2004 he served Scorpio Mining Group of Vancouver, BC, Canada as Assistant Controller. From September 2003 - July 2004 he served Dawn Pacific Management Corp., Vancouver, BC, Canada as a Corporate Accountant - Client Services. From January 2000 - August 2000 he served ICC International Business Services Ltd., Vancouver, B.C., Canada, as a Consultant. Additionally, from September 2000 - August 2003 he served the Jewish Community Centre of Greater Vancouver as a Senior Accountant. He received his CGA Designation in 2005 from the CGA BC Association, Vancouver, Canada. He received his B.Sc. in Economics and Management in May, 1993 from Chelyabinsk State Technical University, Chelyabinsk, Russia.
Jerome Jolly resigned as an officer and director in May of 2004. James Grady Johnson resigned as an officer and director in May of 2004. Camila Maz resigned as an officer and director in March of 2005.
The Company does not have an audit committee financial expert serving on its audit committee. The Company believes that an audit committee financial expert is not currently needed due to the fact that the Company has a limited number of financial transactions, the financial transactions being conducted are not complex, and the Company has limited resources available to hire such an expert.
B. Family Relationships
None.
C. Involvement on Certain Material Legal Proceedings During the Last Five Years
No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations. No director, officer, significant employee or consultant has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities. No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.
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Item 10. Executive Compensation.
Summary Compensation Table
NAME POSITION COMPENSATION
Jerome Jolly President, Treasurer, Secretary, and Director None
Grady Johnson Executive VP, Treasurer, and Director None
Camila Maz Sole Officer and Director None
Jenifer Osterwalder President, Treasurer, Chief Executive Officer, Secretary, Principal Accounting Officer, Director. None
Alexander Khersonski Director None
As of the date of this Registration Statement, a limited amount of compensation has been paid to the Company's officers and directors. Officers and directors of the Company will not receive regular salary compensation until the Company becomes profitable from revenue producing operations. The Board of Directors will determine the amount of their salaries, which will depend on the profitability of the Company.
In the future, the Board of Directors may set annual bonuses based on profitability and performance of the Company.
Employment Contracts
The Company has no employment agreements with any of its officers or directors.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of the date of this Registration Statement with respect to the beneficial ownership of the Common Stock of the Company by (i) each director, (ii) each executive officer, (iii) the directors and officers of the Company as a group, (iv) and each person known by the Company to own beneficially more than five percent (5%) of the Common Stock. Unless otherwise indicated, the owners have sole voting and investment power with respect to their respective shares.
Title of Class Name of Beneficial Owner Number of Shares % of Class
Common Stock Camila Maz(3) 5,750,000 31.68%
Common Stock Jenifer Osterwalder, President, Treasurer, Chief Executive Officer, Secretary, Principal Accounting Officer, Director. (1) 300,000 1.65%
Common Stock Alexander Khersonski Director (2) 0 0.00%
Common Stock Tommy Jo St. John 2,700,000 14.88%
Common Stock Officers and Directors as a Group 300,000 1.65%
Footnotes:
(1). The address for Jenifer Osterwalder is 1304 - 1055 Homer Street, Vancouver BC, Canada, V6B1G3.
(2). The address for Alexander Kheronski is 8110 Oak Street, Vancouver, BC V6P4A7.
(3). The Address for Camila Maz is 2501 E. Commercial Blvd., Suite 212, Ft. Lauderdale, FL 33308.
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Change in Control
No arrangements exist that may result in a change of control of FUSA.
Item 12. Certain Relationships and Related Transactions.
During 2004, a related party (a company owned by FUSA's president) that had provided management and office overhead for the Company, contributed to paid in capital as of December 31, 2004, $24,585 of such services. The balance of the total of contributed capital for 2004 of $16,000 came from the cancellation of $10,000 from an account payable and $6,000 from the cancellation of a note payable.
In September 2004, the Company leased an automobile for a 3 year period with minimum monthly lease payments including sales tax of $437.62 for a 3 year period. In February 2005, it was discovered that this obligation should have been the obligation of an unrelated party, inasmuch as the vehicle was being used by that party. Accordingly, as of December 31, 2004 all expenses incident to its operation, which had been paid by several related and unrelated parties, including lease payments, were reversed for 2004. The total of such expenses were $4,834.
As of May 31, 2002, the Company issued 53,325 warrants to purchase the Company's $0.001 par value common stock on a one-for-one basis. The warrant exercise price is $0.11 per share of common stock and substantially all warrants would have expired on or before May 31, 2005.
During the year ended December 31, 2004, all of these warrants were cancelled by the Company for $20,000. This cost, which was evidenced by an unsecured demand note, was classified as a reduction of paid in capital at date of purchase, April 6, 2004.
Item 13. Exhibits
(a) Exhibits required by Item 601 of Regulation S-B
Exhibit Number Name and/or Identification of Exhibit
3.1 (i) Articles of Incorporation of the Company filed September 13, 2000 and Amendments thereto, incorporated by reference to the Registration Statement on Form 10-SB, as amended, previously filed with the SEC.
3.2 (ii) By-Laws of the Company adopted September 13, 2000 , incorporatedby reference to the Registration Statement on Form 10-SB, as amended, previously filed with the SEC.
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Additional Exhibits
99.1 Proprietary Invention and Assignment Agreement between the Company and Jenifer Osterwalder, dated March, 30, 2005, previously filed with the SEC.
(b) Items reported on Form 8-K.
There were no reports made by the issuer on Form 8-K during the quarter ended December 31, 2004.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit fees. Total annual audit fees billed for professional services rendered by Braverman International, P.C. during the 2004 fiscal year (the first year they were engaged as our auditors) for the audit of our annual financial statements and the review of the financial statements included in our quarterly reports on Form 10-QSB, or services that are normally provided by Braverman International, P.C. in connection with statutory and regulatory filings or engagements for 2004, totaled $3,920. Audit fees billed in 2005 for the 2004 audit was approximately $10,000.
Audit-related Fees. Total annual audit fees billed during the 2004 fiscal year for assurance and related services by Braverman International, P.C that are reasonably related to the performance of the audit or review of the Company's financial statements and not reported in the paragraph above under "Audit Fees" were $0.
Tax Fees. The total fees billed during the 2004 for professional services rendered by Braverman International, P.C for tax compliance, tax advice, and tax planning services were $0 Specifically, these services involved preparation of the consolidated tax returns and guidance on tax accruals.
All Other Fees. There were no fees billed by Braverman International, P.C. during our 2004 fiscal year for any other services rendered to the Company other than the amounts set forth above.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FUSA Capital Corporation Inc.
(Registrant)
Signature Title Date
/s/ Jenifer Osterwalder President, Principal Executive Officer, Director February 1,2006
Jenifer Osterwalder
