-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S5+OgrstLHUQ3rFZ62ojYCacRK7QSaY3Ha3kkh3oFpSYDl7/Pk/TKBYvP8czjr7k afx3M0M58y4tioiKotlxqA== 0001165527-08-000388.txt : 20080723 0001165527-08-000388.hdr.sgml : 20080723 20080722173333 ACCESSION NUMBER: 0001165527-08-000388 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080430 FILED AS OF DATE: 20080723 DATE AS OF CHANGE: 20080722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Canusa Capital Corp. CENTRAL INDEX KEY: 0001404433 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 743209480 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-144279 FILM NUMBER: 08964124 BUSINESS ADDRESS: STREET 1: 68220 ESPADA ROAD CITY: CATHEDRAL CITY STATE: CA ZIP: 92234 BUSINESS PHONE: (760) 325-4497 MAIL ADDRESS: STREET 1: 68220 ESPADA ROAD CITY: CATHEDRAL CITY STATE: CA ZIP: 92234 10-K 1 g2463.txt ANNUAL REPORT FOR THE YEAR ENDED 4-30-08 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 2008 Commission File Number 333-144279 CANUSA CAPITAL CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 68220 Espada Road Cathedral City, CA 92234 .(Address of principal executive offices, including zip code.) (760)325-4497 (telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Stock, $.001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated Filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a Smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] As of April 30, 2008, the registrant had 2,500,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established as of April 30, 2008. CANUSA CAPITAL CORP. TABLE OF CONTENTS Page No. -------- Part I Item 1. Business 3 Item 1A. Risk Factors 13 Item 2. Properties 17 Item 3. Legal Proceedings 17 Item 4. Submission of Matters to a Vote of Securities Holders 18 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 18 Item 7. Management's Discussion and Analysis of Financial Condition and Plan of Operation 19 Item 8. Financial Statements 22 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 32 Item 9A. Controls and Procedures 32 Part III Item 10. Directors and Executive Officers 32 Item 11. Executive Compensation 34 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 35 Item 13. Certain Relationships and Related Transactions 36 Item 14. Principal Accounting Fees and Services 36 Part IV Item 15. Exhibits 37 Signatures 37 2 PART I FORWARD LOOKING STATEMENTS Some of the statements contained in this Form 10-K that are not historical facts are "forward-looking statements" which can be identified by the use of terminology such as "estimates," "projects," "plans," "believes," "expects," "anticipates," "intends," or the negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained in this Form 10-K, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a result of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. All written forward-looking statements, made in connection with this Form 10-K that are attributable to us or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements. The safe harbors of forward-looking statements provided by the Securities Litigation Reform Act of 1995 are unavailable to issuers not subject to the reporting requirements set forth under Section 13(a) or 15(D) of the Securities Exchange Act of 1934, as amended. As we have not registered our securities pursuant to Section 12 of the Exchange Act, such safe harbors set forth under the Reform Act are unavailable to us. ITEM 1. BUSINESS GENERAL INFORMATION We are an exploration stage company engaged in the acquisition and exploration of mineral properties. We currently own a 100% undivided interest in a mineral property located in Esmeralda County, State of Nevada that we call the "Dap Property." We are currently conducting mineral exploration activities on the Dap Property in order to assess whether it contains any commercially exploitable mineral reserves. Currently there are no known mineral reserves on the Dap Property. There is the likelihood of our mineral claim containing little or no economic mineralization or reserves of silver and other minerals. We are presently in the exploration stage of our business and we can provide no assurance that any commercially viable mineral deposits exist on our mineral claims, that we will discover commercially exploitable levels of mineral resources on our property, or, if such deposits are discovered, that we will enter into further substantial exploration programs. Further exploration is required before a final determination can be made as to whether our mineral claims possess commercially exploitable mineral deposits. If our claim does not contain any reserves all funds that we spend on exploration will be lost. 3 We currently utilize space provided to us on a rent free basis from our officer and director, Janet Janes at 68220 Espada Road, Cathedral City, CA 92234. Management believes the current premises are sufficient for its needs at this time. Our fiscal year end is April 30th. As of April 30, 2008 we had generated no revenues. We have been issued an opinion by our auditor that raises substantial doubt about our ability to continue as a going concern based on our current financial position. We have a total of 100,000,000 authorized common shares with a par value of $0.001 per share with 2,500,000 common shares issued and outstanding as of April 30, 2008. We completed a Form SB-2 Registration Statement under the Securities Act of 1933 with the U.S. Securities and Exchange Commission registering 1,000,000 shares of our common stock at the selling price of $0.025 per share. The offering was completed with total proceeds to the company of $25,000. GLOSSARY OF TECHNICAL GEOLOGICAL TERMS The following defined technical terms are used in this annual report: Aeromagnetic survey A magnetic survey conducted from the air normally using a helicopter or fixed-wing aircraft to carry the detection instrument and the recorder. Alluvial Consolidated sediments that are carried and hence deposited by a stream or river. In the southwest USA most in filled valleys often between mountain ranges were deposited with alluvium. Andesitic to basaltic composition A range of rock description using the chemical make-up or mineral norms of the same. Aphanitic Fine grained crystalline texture. Blind-Basin A basin practically closed off by enveloping rock exposures making the central portion of unconsolidated alluvial basin isolated. Colluvium Loose, unconsolidated material usually derived by gravitational means, such as falling from a cliff or scarp-face and often due to a sort of benign erosion such as heating and cooling in a desert environment. Desert Wash Out-wash in dry (desert) or arid areas of colluvium or alluvial material accumulated on the sides of valleys or basin channels by often irregular and violent water flow, i.e. flash floods. Elongate Basin A longer than wide depression that could be favorable to in-filling by material from adjacent eroding mountains. 4 Formation The fundamental unit of similar rock assemblages used in stratigraphy. Intermontane belt Between mountains (ranges), a usually longer than wide depression occurring between enclosing mountain ranges that supply the erosional material to infill the basin. Lode mineral claim (Nevada) With a maximum area contained within 1500' long by 600' wide = 20.66 acres. Nuees Ardante or Ladu An extremely hot, gaseous, somewhat horizontally ejected lava, often from near the summit that accentuates the downward flow or "glowing avalanche" because of its mobility. Overburden or Drift Cover Any loose material which overlies bedrock. Plagioclase feldspar A specific range of chemical composition of common or abundant rock forming silicate minerals. Playa The lowest part of an intermontane basin which is frequently flooded by run-off from the adjacent highlands or by local rainfall. Plutonic, igneous or intrusive rock Usually a medium to coarser grain sized crystalline rock that generally is derived from a sub-surface magma and then consolidated, such as in dykes, plugs, stocks or batholiths, form smallest to largest. Porphyritic in augite Large prophyroblasts or crystals of a specific pyroxene rock-forming mineral, i.e. augite occurring within a matrix of finer grained rock-forming minerals. Quarternary The youngest period of the Cenozoic era. Snow equivalent Approximately 1" of precipitation (rain) = 1' snow. Syenite Coarse grained, alkalic, low in quartz intrusive rock. Trachyte Fine grained or glassy equivalent of a syenite. Volcaniclastic Angular to rounded particles of a wide range of size within (a welded) finer grain-sized matrix of volcanic origin. ACQUISITION OF THE DAP PROPERTY In February, 2007, we purchased a 100% undivided interest in a mineral claim known as the Dap 1-4 Mineral Claims for a price of $7,000. The claims are staked and recorded in the name of Canusa Capital Corp. and are in good standing until September 1, 2008. 5 [MAP SHOWING THE PROPERTY LOCATION] 6 We engaged James McLeod, P.Geo. to prepare a geological evaluation report on the Dap Property. Mr. Mcleod is a consulting professional engineer in the Geological Section of the Association of Professional Engineers and Geoscientists of British Columbia and a Fellow of the Geological Association of Canada. Mr. McLeod attended the University of British Columbia and holds a Bachelor of Science degree in geology. The work completed by Mr. McLeod in preparing the geological report consisted of a review of geological data from previous exploration within the region. The acquisition of this data involved the research and investigation of historical files to locate and retrieve data information acquired by previous exploration companies in the area of the mineral claims. We received the geological evaluation report on the Dap Property entitled "Review and Recommendations Dap 1-4 Mineral Claims North Paymaster Canyon, Esmeralda County, Nevada, USA" prepared by Mr. McLeod on February 22, 2007. The geological report summarizes the results of the history of the exploration of the mineral claims, the regional and local geology of the mineral claims and the mineralization and the geological formations identified as a result of the prior exploration. The geological report also gives conclusions regarding potential mineralization of the mineral claims and recommends a further geological exploration program on the mineral claims. The description of the Dap Property provided below is based on Mr. McLeod's report. DESCRIPTION OF PROPERTY The property owned by Canusa Capital, on which the net proceeds of our recent offering will be spent, is the Dap 1-4 Mineral Claims which is comprised of four contiguous claims totaling 82.64 acres, located in Esmeralda County, Nevada, USA. The Dap Property lies in the west central area of the State of Nevada southwest of the town of Tonopah and is accessible from Highway 95 by traveling south of the Town for 11 miles to the Paymaster Canyon cut-off and then traveling southwest for 6 miles to the property. The claims were recorded with the County and the Bureau of Land Management. In August, 2008, we will be required to make a filing that discloses our intent to do field work and record it as assessment work with the BLM. Dap Property, recorded with the Bureau of Land Management as follows: Name of Mineral Claim Transaction Number Annual Filing Due --------------------- ------------------ ----------------- Dap 1-4 1493131 September 1, 2008 7 [MAP SHOWING THE CLAIM LOCATION] 8 CLIMATE AND GENERAL PHYSIOGRAPHY The area experiences about 4" to 8" of precipitation annually of which about 20% may occur as a snow equivalent. This amount of annual precipitation reflects a climatic classification of arid to semi-arid. The summers can experience hot weather; middle 60's to 70's F (degrees) average with high spells of 100+F (degrees) while the winters are generally more severe than the dry belt to the west and can last from December through February. Temperatures experienced during mid-winter average for January of from the high 20's to the low 40's F (degrees) with low spells down to -20F (degrees). The claim area ranges in elevation from 5,580' to 5,830' mean sea level. The physiographic setting of the property can be described as open desert in the valleys within a mosaic of rugged mountain ranges in an interior plateau setting. The area has been altered on the surface both by fluvial and wind erosion and the depositional (drift cover) effects of in-filling. Thickness of drift cover in the valleys may vary considerable. Surface water occurrences are rare, springs are sparse and subsurface aquifers are accessed by drilling wells where allowed. The physiography of the Dap mineral claim area is low rounded to high rugged mountainous ranges that in the immediate area are arcuate in topographic shape with intervening broader valleys. Much of this area with many broad open valleys and spiny mountain ridges hosts sagebrush and other desert plants on the low hill slopes. Joshua trees and cacti, such as the prickly pear grow as far north as Goldfield. Juniper and pinion growing above 6,500' with pinion becoming more dominant at higher elevations. At elevations in the range of 7,500' along water courses can be found small groves of trembling aspen. INFRASTRUCTURE The town of Tonopah offers much of the necessary infrastructure required to base and carry-out an exploration program (accommodations, communications, equipment and supplies). Larger or specialized equipment can likely be acquired in the City of Las Vegas lying 209 miles by paved road (Highway 95) to the south. Infrastructure such as highways and secondary roads, communications, accommodations and supplies that are essential to carrying-out an exploration and development program are at hand, between Tonopah, Goldfield and Las Vegas. There is not a plant or any equipment currently located on the property. The initial exploration phases will be supported by generators. Water required for exploration and development of the claim is available. PROPERTY HISTORY To our knowledge, there has been no previous exploration or mining operations on the Dap Property. The recorded mining history of the general area dates from the 1860's when prospectors passed through heading north and west. The many significant lode gold, silver and other mineral product deposits developed in the area was that of the Goldfield Camp, 1905; Coaldale Coal Field, 1913; Divide Silver Mining 9 District, 1921 and the Candalaria silver-gold mine which operated as an underground lode gold deposit in 1922 and again in the 1990's as an open cut, cyanide heap leach operation. REGIONAL GEOLOGY The regional geology of Nevada is depicted as being underlain by all types of rock units. These appear to range from oldest to youngest in an east to west direction, respectively. The oldest units are found to occur in the southeast corner of the state along the Colorado River. The bedrock units exhibit a north-south fabric of alternating west-west ranges and valleys. This feature may suggest E-W compression that may have expression as low angle thrust faults on the west and east walls of Paymaster Canyon (see Figure 3a). Faulting plays a large part in many areas of Nevada and an even larger part in the emplacement of mineral occurrences and ore bodies. LOCAL GEOLOGY The local geology about the Paymaster Canyon, which lies approximately 15 air miles to the southwest of Tonopah, NV, reveals a North-South trending, elongate or elliptical blind-basin bounded, i.e. closed off around much of its perimeter by rock exposures. Throughout this outcropping ring-shaped feature are abundant, scattered rock exposures of Lower - Middle Paleozoic carbonate and aphanitic to very fine grain sized sediments, as quartzite, siltstone, claystone and more abundant limestone. Some traditional metamorphic rocks are interlayered. Jurassic and more abundant Tertiary age intrusive rocks dominate the northern end of the canyon ring while older Lower Paleozoic sedimentary and lesser metamorphic equivalents are more abundant in the southern part of the Paymaster basin. PROPERTY GEOLOGY AND MINERALIZATION The geology of the Dap Property area may be described as being covered by Quaternary desert wash, collovium, alluvium and playa deposits and some Lower Paleozoic limestone. This young covered basin within a larger surrounding area of rock exposure and known mineral occurrences exhibiting a good geological setting and an excellent target area in which to conduce mineral exploration. Thrust faulting is abundant within the periphery rock exposures at the north-end of the Paymaster Canyon with younger Ordovician limestone and shale units lying on the older Lower Cambrian sedimentary rock units. The oldest meta-sedimentary units can be overlain by granitic rocks of Jurassic age or Tertiary age volcanic rock on andesite to rhyolite composition. The outcrops partially surrounding or flanking the alluvial covered valley underlying the mineral claim area suggests mineral occurrences or structurally prepared bedrock could be sought after in those areas. By far the largest production in the County comes from the vein-type of gold and silver occurrences in quartz fissures in either pre-Tertiary volcanic or Tertiary volcanic host rocks. 10 CONCLUSIONS OF GEOLOGICAL REPORT The geological evaluation report we obtained on the Dap Property states the property is favorably located for the possible discovery of a large, probably low grade mineral deposit of base and/or precious metals or other mineral of soft economic consideration that have open pit and/or underground mining potential. If such a deposit exists, it may occur under the drift or overburden covered areas of the Dap 1-4 mineral claims. RECOMMENDATIONS OF GEOLOGICAL REPORT AND THE GEOLOGICAL EXPLORATION PROGRAM In his geological report, Mr. McLeod, recommended that a three phase continuing exploration program be undertaken on the property. The three phase program consists of the following:
Phase Exploration Program Cost Status ----- ------------------- ---- ------ Phase 1 Detailed Prospecting, mapping $10,000 Currently being undertaken. and soil geochemistry. Phase 2 Magnetometer and VLF electromagnetic, $10,000 Expected to be completed in Fall, 2008 grid controlled surveys over the areas (depending on the results of Phase 1, of interest determined by the Phase 1 and consulting geologist's schedule). survey. Included in this estimated cost is transportation, accommodation, board, grid installation, two geophysical surveys, maps and report Phase 3 Induced polarization survey over grid $30,000 Expected to be completed in 2009 controlled anomalous area of interest (depending on the results of Phase 2, outlined by Phase 1 and 2 fieldwork. Hoe and consulting geologist's schedule.) or bulldozer trenching, mapping and sampling of bedrock anomalies. Includes assays, detailed maps and reports. TOTAL ESTIMATED COST $50,000
COMPETITION We are an exploration stage company. We do not compete directly with anyone for the exploration or removal of minerals from our property as we hold all interest and rights to the claim. Readily available commodities markets exist in the U.S. and around the world for the sale of gold, silver and other minerals. Therefore, we will likely be able to sell any gold, silver or other minerals that we are able to recover. We will be subject to competition and unforeseen limited sources of supplies in the industry in the event spot shortages arise for supplies such as dynamite, and certain equipment such as bulldozers and excavators that we will need to 11 conduct exploration. If we are unsuccessful in securing the products, equipment and services we need we may have to suspend our exploration plans until we are able to do so. We compete with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties. EMPLOYEES AND EMPLOYMENT AGREEMENTS We have no employees other than our officer and directors. Ms. Janes, an officer and director, and Mr. Tsiodras, a director, currently devote approximately 5 - 6 hours per week to company matters. In the future they plan to devote as much time as the board of directors determines is necessary to manage the affairs of the company. There are no formal employment agreements between the company and our current employees. We conduct our business largely through consultants. RESEARCH AND DEVELOPMENT EXPENDITURES We have not incurred any research expenditures since our incorporation. BANKRUPTCY OR SIMILAR PROCEEDINGS There has been no bankruptcy, receivership or similar proceeding. REORGANIZATIONS, PURCHASE OR SALE OF ASSETS There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business. COMPLIANCE WITH GOVERNMENT REGULATION We are required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the United States generally, and in the state of Nevada specifically. We are also subject to the regulations of the Bureau of Land Management, Department of the Interior. PATENTS AND TRADEMARKS We do not own, either legally or beneficially, any patents or trademarks. 12 NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES We are not required to apply for or have any government approval for our product or services. REPORTS TO SECURITIES HOLDERS We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements, including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. ITEM 1A. RISK FACTORS WE ARE AN EXPLORATION STAGE COMPANY, HAVE RECENTLY AUTHORIZED THE COMMENCEMENT OF EXPLORATION ACTIVITIES ON OUR CLAIMS BUT HAVE NOT YET RECEIVED ANY RESULTS FROM THE GEOLOGIST. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE. We have authorized the geologist to begin phase one of the exploration program on the Dap 1-4 Mineral Claims but have not yet received any results. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on December 27, 2006 and to date have been involved primarily in organizational activities and the acquisition of the mineral claims. We have not earned any revenues. Investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if production of minerals from the claims, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. 13 WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO GENERATE REVENUE OR RAISE FINANCING IF REQUIRED. AS A RESULT, OUR ACCOUNTANT BELIEVES THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN. We have accrued net losses of $24,875 for the period from our inception on December 27, 2006 to April 30, 2008, and have no revenues to date. Our future is dependent upon future profitable operations from the development of our mineral claims or our ability to obtain financing. These factors raise substantial doubt that we will be able to continue as a going concern. George Stewart, our independent auditor, has expressed substantial doubt about our ability to continue as a going concern. If we are not able to complete our business plan we may have to liquidate our business and investors may lose their investment. BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERAL EXPLORATION VENTURES, WE FACE A HIGH RISK OF BUSINESS FAILURE. You should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The Dap Property does not contain a known body of any commercial minerals and, therefore, any program conducted on the Dap Property would be an exploratory search of any minerals There is no certainty that any expenditures made in the exploration of the Dap Property will result in discoveries of any commercial quantities of minerals. Most exploration projects do not result in the discovery of commercially mineable mineral deposits. Problems such as unusual or unexpected formations and other conditions are common to mineral exploration activities and often result in unsuccessful exploration efforts. If the results of our exploration program do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. Our ability to acquire additional claims will be dependent upon our possessing adequate capital resources when needed. If no funding is available, we may be forced to abandon our operations. WE HAVE NO KNOWN MINERAL RESERVES AND IF WE CANNOT FIND ANY, WE MAY HAVE TO CEASE OPERATIONS. We have no known mineral reserves. If we do not find any commercially exploitable mineral reserves or if we cannot complete the exploration of any mineral reserves, either because we do not have the money to do so or because it is not economically feasible to do so, we may have to cease operations and you may lose your investment. Mineral exploration is highly speculative. It involves many risks and is often non-productive. Even if we are able to find mineral reserves on our property our production capability will be subject to further risks including: - The costs of bringing the property into production including exploration work, preparation of production feasibility studies, and construction of production facilities, all of which we have not budgeted for; - The availability and costs of financing; - The ongoing costs of production; and - Risks related to environmental compliance regulations and restraints. 14 The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the lack of milling facilities and processing equipment near the Dap Property, and other factors such as government regulations, including regulations relating to allowable production, the importing and exporting of minerals, and environmental protection. Given the above noted risks, the chances of our finding and commercially exploiting reserves on our mineral properties are remote and funds expended on exploration will likely be lost. BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS. The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we have no insurance to cover against these hazards. The payment of such liabilities may result in our inability to complete our planned exploration program and/or obtain additional financing to fund our exploration program. AS WE UNDERTAKE EXPLORATION OF OUR MINERAL CLAIMS, WE WILL BE SUBJECT TO COMPLIANCE WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED COST OF OUR EXPLORATION PROGRAM. There are several governmental regulations that materially restrict mineral exploration. We will be subject to the laws of the State of Nevada as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. If we enter the production phase, the cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. Examples of regulatory requirements include: (a) Water discharge will have to meet drinking water standards; (b) Dust generation will have to be minimal or otherwise re-mediated; (c) Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation; (d) An assessment of all material to be left on the surface will need to be environmentally benign; (e) Ground water will have to be monitored for any potential contaminants; (f) The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be remediated; and (g) There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species. 15 There is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. If remediation costs exceed our cash reserves we may be unable to complete our exploration program and have to abandon our operations. BECAUSE OUR SOLE OFFICER AND/OR DIRECTORS DO NOT HAVE FORMAL TRAINING SPECIFIC TO THE TECHNICALITIES OF MINERAL EXPLORATION, THERE IS A HIGHER RISK OUR BUSINESS WILL FAIL. Our sole officer is Janet Janes. Our directors are Janet Janes and Athanasios Tsiodras. Neither Ms. Janes nor Mr. Tsiodras have any formal training as a geologist or in the technical aspects of management of a mineral exploration company. With no direct training or experience in these areas, our management may not be fully aware of the specific requirements related to working within this industry. Our management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry. THERE IS A RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF ORE RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST. There is the likelihood of our mineral claim containing little or no economic mineralization or reserves. We have a geological report detailing previous exploration in the area, and the claim has been staked per Nevada regulations. However, there is the possibility that previous work conducted was not carried out properly and our claim does not contain any reserves, resulting in any funds spent on exploration being lost. BECAUSE WE HAVE NOT SURVEYED THE DAP 1-4 CLAIMS, WE MAY DISCOVER MINERALIZATION ON THE CLAIMS THAT IS NOT WITHIN OUR CLAIM BOUNDARIES. While we have conducted a mineral claim title search, this should not be construed as a guarantee of claim boundaries. Until he claim is surveyed, the precise location of the boundaries of the claim may be in doubt. If we discover mineralization that is close to the claim boundaries, it is possible that some or all of the mineralization may occur outside the boundaries. In such a case we would not have the right to extract those minerals. IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY, WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE MINERAL CLAIMS INTO COMMERCIAL PRODUCTION. 16 If our exploration program is successful in establishing ore of commercial tonnage and grade, we will require additional funds in order to advance the claim into commercial production. Obtaining additional financing would be subject to a number of factors, including the market price for the minerals, investor acceptance of our claims and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. The most likely source of future funds is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. We may be unable to obtain any such funds, or to obtain such funds on terms that we consider economically feasible. IF ACCESS TO OUR MINERAL CLAIMS IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS. It is possible that snow or rain could cause the mining roads providing access to our claims to become impassable. If the roads are impassable we would be delayed in our exploration timetable. BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY ORE WE MAY RECOVER FROM OUR CLAIMS MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE COMPANY. Our success will be dependent on the growth of demand for ores. If consumer demand slows our revenues may be significantly affected. This could limit our ability to generate revenues and our financial condition and operating results may be harmed. BECAUSE OUR CURRENT OFFICER AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL. Ms. Janet Janes, our officer and director, and Mr. Athanasios Tsiodras, our director, currently devotes approximately 5 - 6 hours per week providing management services to us. While they presently possess adequate time to attend to our interest, it is possible that the demands on them from other obligations could increase, with the result that they would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development. ITEM 2. PROPERTIES We currently do not own any physical property or own any real property. We purchased the Dap Property at a cost of $7,000. Title to the Dap Property is held by Canusa Capital Corp. We currently utilize space provided to us on a rent free basis from our officer and director, Janet Janes at 68220 Espada Road, Cathedral City, CA 92234. Management believes the current premises are sufficient for its needs at this time. ITEM 3. LEGAL PROCEEDINGS We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions. 17 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fiscal year ended April 30, 2008. PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our common stock was listed on the OTC Bulletin Board on February 13, 2008. The symbol is CUSA. There has been no active trading and no high or low bid prices. Of the 2,500,000 shares of common stock outstanding as of April 30, 2008, 1,500,000 shares are owned by Athanasios Tsiodras, a director, and may only be resold in compliance with Rule 144 of the Securities Act of 1933. As of April 30, 2008, we have 2,500,000 shares of $0.001 par value common stock issued and outstanding held by 31 shareholders of record. The stock transfer agent for our securities is Signature Stock Transfer, Inc. DIVIDENDS We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant. SECTION RULE 15(g) OF THE SECURITIES EXCHANGE ACT OF 1934 The Company's shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market. Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in 18 understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS We do not have any equity compensation plans. SECTION 16(a) Based solely upon a review of Form 3 and 4 furnished by us under Rule 16a-3(d) of the Securities Exchange Act of 1934, we are not aware of any individual who failed to file a required report on a timely basis required by Section 16(a) of the Securities Exchange Act of 1934. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS There were no purchases of shares of our common stock by us or any affiliated purchasers during the year ended April 30, 2008. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS We are still in our exploration stage and have generated no revenues to date. We incurred operating expenses of $17,244 for the year ended April 30, 2008. For the year ended April 30, 2007 we incurred operating expenses of $7,631. These expenses consisted of exploration costs, general operating expenses and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. As of April 30, 2008, there was $8,731 owed to a director of the company, for which there is no specific terms of repayment. Our net loss from inception through April 30, 2008 was $24,875. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach that point. 19 LIQUIDITY AND CAPITAL RESOURCES Our cash balance at April 30, 2008 was $16,356. If we experience a shortage of funds prior to completing our first two exploration phases we may utilize funds from a director who has informally agreed to advance funds to allow us to pay for business operations, however our director has no formal commitment, arrangement or legal obligation to advance or loan funds to us. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. PLAN OF OPERATION Our plan of operation for the twelve months is to complete the first two phases of the exploration program on our claims consisting of detailed prospecting, mapping, soil geochemistry, and magnetometer and VLF electromagnetic surveys. In addition to the $15,000 we anticipate spending for the remainder of the first two phases of the exploration program as outlined below, we anticipate spending an additional $3,000 on professional fees, including fees payable in complying with reporting obligations, and general administrative costs. Total expenditures over the next 12 months are therefore expected to be approximately $18,000. The following work program has been recommended by the professional geologist who prepared the geology report for our Dap 1-4 Mineral Claims, North Paymaster Canyon Area, Esmeralda County, Nevada. The following three phase exploration proposal and cost estimates are offered with the understanding that consecutive phases are contingent upon positive (encouraging) results being obtained from each preceding phase and additional funding for Phase 3: Phase 1 Detailed Prospecting, mapping and $10,000 soil geochemistry Phase 2 Magnetometer and VLF electromagnetic, $10,000 Grid controlled surveys over the areas of interest determined by the Phase 1 survey. Included in this estimated cost is transportation, accommodation, board, grid installation, two geophysical surveys, maps and report Phase 3 Induced polarization survey over grid $30,000 Controlled anomalous area of interest Outlined by Phase 1 and 2 field work. Hoe or bulldozer trenching, mapping and sampling of bedrock anomalies. Includes Assays, detailed maps and reports. ------- TOTAL ESTIMATED COSTS $50,000 ======= 20 The above program costs are management's estimates based upon the recommendations of the professional mining geologist's report and the actual project costs may exceed our estimates. We have authorized James McLeod, the professional geologist, who prepared the geology report on the Dap mining claims, to commence the first phase of our exploration program which consists of detailed prospecting, mapping and soil geochemistry. We have a verbal agreement with Mr. McLeod to retain his services for all of our planned exploration program. We will require additional funding to proceed with the Phase 3 exploration work on the claim. At this date, we have no current plans on how to raise the additional funding. We cannot provide investors with any assurance that we will be able to raise sufficient funds to proceed with any work after the first two phases of the exploration program. 21 ITEM 8. FINANCIAL STATEMENTS GEORGE STEWART, CPA 2301 SOUTH JACKSON STREET, SUITE 101-G SEATTLE, WASHINGTON 98144 (206) 328-8554 FAX(206) 328-0383 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors Canusa Capital, Corp. I have audited the accompanying balance sheets of Canusa Capital, Corp. (An Exploration Stage Company) as of April 30, 2008 and 2007, and the related statement of operations, stockholders' equity and cash flows for the years then ended and from December 27, 2006 (inception), to April 30, 2008. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Canusa Capital, Corp., (An Exploration Stage Company) as of April 30, 2008 and 2007, and the results of its operations and cash flows for the years then ended and from December 27, 2006 (inception), to April 30, 2008 in conformity with generally accepted accounting principles in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note # 6 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note # 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ George Stewart, CPA - --------------------------------- Seattle, Washington July 11, 2008 22 Canusa Capital Corp. (An Exploration Stage Company) Balance Sheet - --------------------------------------------------------------------------------
April 30, April 30, 2008 2007 -------- -------- ASSETS CURRENT ASSETS Cash $ 16,337 $ 500 Savings 19 -------- -------- TOTAL CURRENT ASSETS 16,356 500 OTHER ASSETS -- -- -------- -------- TOTAL OTHER ASSETS -- -- -------- -------- TOTAL ASSETS $ 16,356 $ 500 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Loan from Director $ 8,731 $ 631 -------- -------- TOTAL CURRENT LIABILITIES 8,731 631 TOTAL LIABILITIES 8,731 631 STOCKHOLDERS' EQUITY Common stock, ($0.001 par value, 100,000,000 shares authorized; 2,500,000 and 1,500,000 shares issued and outstanding as of January 31, 2008 and April 30, 2007 respectively 2,500 1,500 Additional paid-in capital 30,000 6,000 Deficit accumulated during Development stage (24,875) (7,631) -------- -------- TOTAL STOCKHOLDERS' EQUITY 7,625 (131) -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 16,356 $ 500 ======== ========
See Notes to Financial Statements 23 Canusa Capital Corp. (An Exploration Stage Company) Statement of Operations - --------------------------------------------------------------------------------
December 27, 2006 (inception) Year Ended Year Ended through April 30, April 30, April 30, 2008 2007 2008 ---------- ---------- ---------- REVENUES Revenues $ -- $ -- $ -- ---------- ---------- ---------- TOTAL REVENUES -- -- GENERAL & ADMINISTRATIVE EXPENSES 17,244 7,631 24,875 ---------- ---------- ---------- TOTAL GENERAL & ADMINISTRATIVE EXPENSES (17,244) (7,631) (24,875) ---------- ---------- ---------- NET INCOME (LOSS) $ (17,244) $ (7,631) $ (24,875) ========== ========== ========== BASIC EARNINGS PER SHARE $ (0.01) $ (0.01) ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,960,492 1,500,000 ========== ==========
See Notes to Financial Statements 24 Canusa Capital Corp. (An Exploration Stage Company) Statement of Changes in Stockholders' Equity From December 27, 2006 (Inception) through April 30, 2008 - --------------------------------------------------------------------------------
Deficit Accumulated Common Additional Development Common Stock Paid-in During Stock Amount Capital Stage Total ----- ------ ------- ----- ----- BALANCE, DECEMBER 27, 2006 -- $ -- $ -- $ -- $ -- Stock issued for cash on December 27, 2006 @ $0.005 per share 1,500,000 1,500 6,000 -- 7,500 Net loss, April 30, 2007 (7,631) (7,631) ---------- ------- -------- --------- -------- BALANCE, APRIL 30, 2007 1,500,000 $ 1,500 $ 6,000 $ (7,631) $ (131) ========== ======= ======== ========= ======== Stock issued for cash on Oct 10, 2007 @$0.025 80,000 80 1,920 2,000 Stock issued for cash on Oct 19, 2007 @$0.025 80,000 80 1,920 2,000 Stock issued for cash on Oct 22, 2007 @$0.025 80,000 80 1,920 2,000 Stock issued for cash on Oct 24, 2007 @$0.025 60,000 60 1,440 1,500 Stock issued for cash on Oct 26, 2007 @$0.025 40,000 40 960 1,000 Stock issued for cash on Oct 31, 2007 @$0.025 40,000 40 960 1,000 Stock issued for cash on Nov 1, 2007 @$0.025 80,000 80 1,920 2,000 Stock issued for cash on Dec. 4, 2007 @$0.025 540,000 540 12,960 13,500 Net loss, April 30, 2008 (17,244) (17,244) ---------- ------- -------- --------- -------- BALANCE, APRIL 30, 2008 2,500,000 $ 2,500 $ 30,000 $ (24,875) $ 7,625 ========== ======= ======== ========= ========
See Notes to Financial Statements 25 Canusa Capital Corp. (An Exploration Stage Company) Statement of Cash Flows - --------------------------------------------------------------------------------
December 27, 2006 (inception) Year Ended Year Ended through April 30, April 30, April 30, 2008 2007 2008 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(17,244) $ (7,631) $(24,875) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Increase (Decrease) in Loans from Director $ 8,100 $ 631 $ 8,731 -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (9,144) (7,000) (16,144) CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 1,000 1,500 2,500 Additional paid-in capital 24,000 6,000 30,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 25,000 7,500 32,500 -------- -------- -------- NET INCREASE (DECREASE) IN CASH 15,856 500 16,356 CASH AT BEGINNING OF PERIOD 500 -- -- -------- -------- -------- CASH AT END OF YEAR $ 16,356 $ 500 $ 16,356 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ========
See Notes to Financial Statements 26 Canusa Capital Corp. (An Exploration Stage Company) Notes to Financial Statements April 30, 2008 and 2007 NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS Canusa Capital Corp. (the Company) was incorporated on December 27, 2006 under the laws of the State of Delaware. The Company is beneficial owner of Dap 1-4 Mineral Claims, North Paymaster Canyon Area, Esmeralda County, Nevada, USA. The Company is primarily engaged in the acquisition and exploration of mining properties. The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. Upon the location of commercially mineable reserves, the Company plans to prepare for mineral extraction and enter the development stage. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The Company reports revenues and expenses using the accrual method of accounting for financial and tax reporting purposes. USE OF ESTIMATES Management uses estimates and assumptions in preparing these financial Statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. PRO FORMA COMPENSATION EXPENSE No stock options have been issued by Canusa Capital Corp. Accordingly, no pro forma compensation expense is reported in these financial statements. MINERAL PROPERTY ACQUISITION AND EXPLORATION COSTS The company expenses all costs related to the acquisition and exploration of mineral properties in which it has secured exploration rights prior to establishment of proven and probable reserves. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. DEPRECIATION, AMORTIZATION AND CAPITALIZATION The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets (five to seven years). Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that 27 Canusa Capital Corp. (An Exploration Stage Company) Notes to Financial Statements April 30, 2008 and 2007 increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income. INCOME TAXES The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". Under Statement 109, a liability method is used whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not, that the Company will not realize the tax assets through future operations. FAIR VALUE OF FINANCIAL INSTRUMENTS Financial accounting Standards statements No. 107, "Disclosures About Fair Value of Financial Instruments", requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company's financial instruments consist primarily of cash and certain investments. INVESTMENTS Investments that are purchased in other companies are valued at cost less any impairment in the value that is other that temporary in nature. PER SHARE INFORMATION The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period. NOTE 3 - PROVISION FOR INCOME TAXES The provision for income taxes for the period ended April 30, 2008 represents the minimum state income tax expense of the Company, which is not considered significant. NOTE 4 - COMMITMENTS AND CONTINGENCIES LITIGATION The Company is not presently involved in any litigation. 28 Canusa Capital Corp. (An Exploration Stage Company) Notes to Financial Statements April 30, 2008 and 2007 NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In July 2006, the FASB issued FASB Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income Taxes--An Interpretation of FASB Statement No. 109" (FIN 48). This Interpretation clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements. FIN 48 requires companies to determine whether it is "more likely than not" that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. It also provides guidance on the recognition, measurement and classification of income tax uncertainties, along with any related interest and penalties. FIN 48 will also require significant additional disclosures. This Interpretation will be effective for fiscal years beginning after December 15, 2006. We will implement this Interpretation in the first quarter of 2007 on a prospective basis. We are currently evaluating the potential impact this Interpretation will have on our financial position and results of operations. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS 157), which provides guidance on how to measure assets and liabilities that use fair value. SFAS 157 will apply whenever another US GAAP standard requires (or permits) assets or liabilities to be measured at fair value but does not expand the use of fair value to any new circumstances. This standard also will require additional disclosures in both annual and quarterly reports. SFAS 157 will be effective for financial statements issued for fiscal years beginning after November 15, 2007, and will be adopted by us beginning in the first quarter of 2008. We are currently evaluating the potential impact this standard may have on our financial position and results of operations, but do not believe the impact of the adoption will be material. In September 2006, the SEC staff issued Staff Accounting Bulletin (SAB) No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements" (SAB 108). SAB 108 was issued in order to eliminate the diversity of practice in how public companies quantify misstatements of financial statements, including misstatements that were not material to prior years' financial statements. We will initially apply the provisions of SAB 108 in connection with the preparation of our annual financial statements for the year ending December 31, 2006. We have evaluated the potential impact SAB 108 may have on our financial position and results of operations and do not believe the impact of the application of this guidance will be material. 29 Canusa Capital Corp. (An Exploration Stage Company) Notes to Financial Statements April 30, 2008 and 2007 NOTE 6 - GOING CONCERN Future issuances of the company's equity or debt securities will be required in order for the company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses. The financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $ 24,875 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. NOTE 7 - RELATED PARTY TRANSACTIONS Athanasios Tsiodras, Director and Janet Janes, President of the Company may, in the future, become involved in other business opportunities as they become available, thus they may face a conflict in selecting between the Company and their other business opportunities. The company has not formulated a policy for the resolution of such conflicts. While the company is seeking additional capital, Mr. Tsiodras has advanced funds to the company to pay for any costs incurred by it. These funds are interest free. The balance due Mr. Tsiodras was $ 8,731 on April 30, 2008. NOTE 8 - STOCK TRANSACTIONS Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. 30 Canusa Capital Corp. (An Exploration Stage Company) Notes to Financial Statements April 30, 2008 and 2007 On December 27, 2006 the Company issued a total of 1,500,000 shares of common stock to one director for cash in the amount of $0.005 per share for a total of $7,500. Beginning October 10, 2007 the Company began receiving proceeds from a "best efforts", all or none offering. The company was not able to spend any of the proceeds unless all the shares were sold and all proceeds were received. The closing date for the offering was November 30, 2007. The final funds deposit was December 4, 2007. As of January 31, 2008 1,000,000 shares of common stock were sold for cash in the amount of $0.025 per share for a total of $ 25,000. As of April 30, 2008 the Company had 2,500,000 shares of common stock issued and outstanding. NOTE 9 - STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as of April 30, 2008: Common stock, $0.001 par value: 100,000,000 shares authorized; 2,500,000 shares issued and outstanding. 31 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES The term "disclosure controls and procedures" is defined in Rules 13a-15(e) of the Securities Exchange Act of 1934, or the "Exchange Act." This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC. Our management, including our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K. There were no changes to our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS The names, ages and titles of our executive officers and directors are as follows: Name and Address of Executive Officer and Directors Age Position --------------------- --- -------- Janet Janes 51 President, Secretary, Treasurer 68220 Espada Road and Director Cathedral City, CA 92234 Athanasios Tsiodras 30 Director Korinthou 46 21200 Argos, Argolidos Greece The foregoing persons are promoters of Canusa Capital Corp., as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933. Neither Ms. Janes nor Mr. Tsiodras have any formal training as a geologist or in the technical or managerial aspects of management of a mineral exploration company. Their prior business experiences have not been in the mineral exploration industry. Accordingly, we will have to rely on the technical services of others to advise us on the managerial aspects specifically associated with a mineral exploration company. We do not have any employees who 32 have professional training or experience in the mining industry. We rely on independent geological consultants to make recommendations to us on work programs on our property, to hire appropriately skilled persons on a contract basis to complete work programs and to supervise, review, and report on such programs to us. TERM OF OFFICE Members of our Board of Directors are appointed to hold office until the next annual meeting of our stockholders or until his or her successor is elected and qualified, or until he or she resigns or is removed in accordance with the provisions of the Delaware Revised Statutes. Our officers are appointed by our Board of Directors and hold office until removed by the Board. SIGNIFICANT EMPLOYEES We have no significant employees other than our officer and directors. Ms. Janes and Mr. Tsiodras currently devote approximately 5 - 6 hours per week to company matters. After receiving funding per our business plan Ms. Janes and Mr. Tsiodras intend to devote as much time as the board of directors deem necessary to manage the affairs of the company. No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limited him or her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities. No executive officer or director or the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending. We conduct our business through agreements with consultants and arms-length third parties. Currently, we have no formal consulting agreements in place. We have a verbal arrangement with the consulting geologist currently conducting the exploratory work on the Dap Property. We pay the consulting geologist the usual and customary rates received by geologists performing similar consulting services. RESUMES JANET JANES serves as Secretary, Treasurer of Canusa Capital Corp. since April, 2007 and President and Director since June, 2007 to current. From 1999 to 2007, Ms. Janes owns and operates Janet E. Janes Bookkeeping Services located in Cathedral City, CA. She contracts bookkeeping services to various businesses including retail, financial, medical and transportation companies From 1993 to 1999, Ms. Janes owned and operated Janet E. Janes Bookkeeping Services in Nanaimo, British Columbia. 33 ATHANASIOS TSIODRAS served as president of Canusa Capital Corp. since inception until June, 2007 and serves as director since inception December, 2006 to current. From 1998 to 2007, Mr. Tsiodras is the proprietor and operates Argos Tours, a travel agency located in Argos, Argolidos, Greece. Mr. Tsiodras is responsible for all managerial duties associated with the travel industry specializing in cruises and group tours in Greece and worldwide. From 1997 to 1998, he worked as a travel agent at Argos Tours. From 1995 to 1997, Mr. Tsiodras majored in English at College Platon. CODE OF ETHICS We do not currently have a code of ethics, because we have only limited business operations and only one officer and two directors, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees. ITEM 11. EXECUTIVE COMPENSATION MANAGEMENT COMPENSATION Our current officer is Janet Janes. The current Board of Directors is comprised of Janet Janes and Athanasios Tsiodras. The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the period from our inception through to April 30, 2007, our most recently completed fiscal year:
Annual Compensation Long Term Compensation --------------------------------- --------------------------------- Restricted Other Annual Stock Options/* LTIP All Other Name Title Year Salary($) Bonus Compensation Awarded SARs(#) payouts($) Compensation - ---- ----- ---- --------- ----- ------------ ------- ------- ---------- ------------ Janet Jane President, 2008 $0 $0 $0 $0 $0 $0 $0 Secretary, 2007 $0 $0 $0 $0 $0 $0 $0 Treasurer, and Director Athanasios Director 2008 $0 $0 $0 $0 $0 $0 $0 Tsiodras 2007 $0 $0 $0 $0 $0 $0 $0 2006 $0 $0 $0 $0 $0 $0 $0
There are no current employment agreements between the company and its officer or directors. On December 27, 2006, a total of 1,500,000 shares of common stock were issued to Mr. Tsiodras in exchange for cash in the amount of $7,500 or $.005 per share. The terms of this stock issuance was as fair to the company, in the opinion of the board of directors, as if it could have been made with an unaffiliated third party. Ms. Janes and Mr. Tsiodras currently devote approximately 5 - 6 hours per week to manage the affairs of the company. They have agreed to work with no remuneration until such time as the company receives sufficient revenues 34 necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There are no annuity, pension or retirement benefits proposed to be paid to the officer or directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of April 30, 2008 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
Amount and Nature of Beneficial Percentage of Title of Class Name and Address of Beneficial Owner Ownership Common Stock(1) - -------------- ------------------------------------ --------- --------------- Common Stock Athanasios Tsiodras, Director 1,500,000 Korinthou 46 Direct 60% 21200 Argos Argolidos Greece Common Stock Officer and Directors as a Group 1,500,000 60% HOLDERS OF MORE THAN 5% OF OUR COMMON STOCK Common Stock Athanasios Tsiodras, Director 1,500,000 Korinthou 46 Direct 60% 21200 Argos Argolidos Greece
- ---------- (1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on April 30, 2008. As of April 30, 2008, there were 2,500,000 shares of our common stock issued and outstanding. 35 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Ms. Janes and Mr. Tsiodras were not paid for any underwriting services that they performed on our behalf with respect to our recent offering. They will also not receive any interest on any funds that they may advance to us for expenses incurred. On December 27, 2006, a total of 1,500,000 shares of Common Stock was issued to Mr. Tsiodras in exchange for $7,500, or $.0.005 per share. All of such shares are "restricted" securities, as that term is defined by the Securities act of 1933, as amended, and are held by a director of the Company. (See "Principal Stockholders".) ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The total fees charged to the company for audit services, including quarterly reviews, were $2,900, audit-related services were $3,900, tax services were $Nil and other services were $Nil during the year ended April 30, 2008. There were no fees charged to the company for audit services, audit-related services, tax services or other services for the year ended April 30, 2007. 36 PART IV ITEM 15. EXHIBITS The following exhibits are included with this filing: Exhibit Number Description ------ ----------- 3(i) Articles of Incorporation* 3(ii) Bylaws* 31.1 Sec. 302 Certification of CEO 31.2 Sec. 302 Certification of CFO 32.1 Sec. 906 Certification of CEO 32.2 Sec. 906 Certification of CFO - ---------- * Included in our SB-2 filing under Commission File Number 333-144279. SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. July 22, 2008 Canusa Capital Corp., Registrant By: /s/ Janet Janes ------------------------------------- Janet Janes, President and Chief Executive Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. July 22, 2008 Canusa Capital Corp., Registrant By: /s/ Janet Janes ------------------------------------- Janet Janes, President, Secretary and Treasurer Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer) 37 EX-31.1 2 ex31-1.txt CEO SECTION 302 CERTIFICATION EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT I, Janet Janes, certify that: 1. I have reviewed this annual report on Form 10-K of Canusa Capital Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 22nd day of July, 2008. /s/ Janet Janes - ------------------------------- Chief Executive Officer EX-31.2 3 ex31-2.txt CFO SECTION 302 CERTIFICATION EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT I, Janet Janes, certify that: 1. I have reviewed this annual report on Form 10-K of Canusa Capital Corp.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 22nd day of July, 2008. /s/ Janet Janes - ------------------------------- Chief Financial Officer EX-32.1 4 ex32-1.txt CEO SECTION 906 CERTIFICATION EXHIBIT 32.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Canusa Capital Corp. (the "Company") on Form 10-K for the year ending April 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Janet Janes, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 22nd day of July, 2008. /s/ Janet Janes - -------------------------------- Chief Executive Officer EX-32.2 5 ex32-2.txt CFO SECTION 906 CERTIFICATION Exhibit 32.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Canusa Capital Corp. (the "Company") on Form 10-K for the year ending April 30, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Janet Janes, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. IN WITNESS WHEREOF, the undersigned has executed this certification as of the 22nd day of July, 2008. /s/ Janet Janes - ---------------------------- Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----