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0001165527-07-000655.txt : 200711300001165527-07-000655.hdr.sgml : 2007113020071130141900ACCESSION NUMBER:0001165527-07-000655CONFORMED SUBMISSION TYPE:424B3PUBLIC DOCUMENT COUNT:2FILED AS OF DATE:20071130DATE AS OF CHANGE:20071130

FILER:

COMPANY DATA:COMPANY CONFORMED NAME:Canusa Capital Corp.CENTRAL INDEX KEY:0001404433STANDARD INDUSTRIAL CLASSIFICATION:METAL MINING [1000]IRS NUMBER:743209480STATE OF INCORPORATION:DEFISCAL YEAR END:0430

FILING VALUES:FORM TYPE:424B3SEC ACT:1933 ActSEC FILE NUMBER:333-144279FILM NUMBER:071277422

BUSINESS ADDRESS:STREET 1:68220 ESPADA ROADCITY:CATHEDRAL CITYSTATE:CAZIP:92234BUSINESS PHONE:(760) 325-4497

MAIL ADDRESS:STREET 1:68220 ESPADA ROADCITY:CATHEDRAL CITYSTATE:CAZIP:92234

424B31g2070.txtFINAL PROSPECTUS OF CANUSA CAPITAL CORP.

Filed pursuant to Rule 424(b)(3) File No. 333-144279

CANUSA CAPITAL CORP. PROSPECTUS

------------------------ 1,000,000 SHARES COMMON STOCK AT $.025 PER SHARE -------------------------

This is the initial offering of common stock of Canusa Capital Corp. and nopublic market currently exists for the securities being offered. We are offeringfor sale a total of 1,000,000 shares of common stock at a price of $.025 pershare. The offering is being conducted on a self-underwritten, best effort,all-or-none basis, which means our officer and directors, Janet Janes andAthanasios Tsiodras will attempt to sell the shares. This Prospectus will permitour officer and directors to sell the shares directly to the public, with nocommission or other remuneration payable to them for any shares they may sell.Ms. Janes and Mr. Tsiodras will sell the shares and intend to offer them tofriends, family members and business acquaintances. In offering the securitieson our behalf, they will rely on the safe harbor from broker-dealer registrationset out in Rule 3a4-1 under the Securities and Exchange Act of 1934. We intendto open a standard, non-interest bearing, bank checking account to be used onlyfor the deposit of funds received from the sale of the shares in this offering.If all the shares are not sold and the total offering amount is not deposited bythe expiration date of the offering, the funds will be promptly returned to theinvestors, without interest or deduction. The shares will be offered at a priceof $.025 per share for a period of one hundred and eighty (180) days from theeffective date of this prospectus, unless extended by our board of directors foran additional 90 days. The offering will end on January 7, 2008.

Offering Price Proceeds to Company Per Share Commissions Before Expenses --------- ----------- ---------------

Common Stock $0.025 Not Applicable $25,000

Total $0.025 Not Applicable $25,000

Canusa Capital Corp. is an exploration stage company and currently has nooperations. Any investment in the shares offered herein involves a high degreeof risk. You should only purchase shares if you can afford a loss of yourinvestment. Our independent auditor has issued an audit opinion for CanusaCapital Corp. which includes a statement expressing substantial doubt as to ourability to continue as a going concern.

As of the date of this prospectus, our stock is presently not traded on anymarket or securities exchange and there is no assurance that a trading marketfor our securities will ever develop.

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGHDEGREE OF RISK. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THISPROSPECTUS ENTITLED "RISK FACTORS" ON PAGES 5 THROUGH 11 BEFORE BUYING ANYSHARES OF CANUSA'S COMMON STOCK.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVEDOF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospectus Dated July 11, 2007

PROSPECTUS

-------------------------- CANUSA CAPITAL CORP. 1,000,000 SHARES COMMON STOCK --------------------------

TABLE OF CONTENTS

Page ----

Summary 3

Risk Factors 5

Use of Proceeds 11

Determination of Offering Price 11

Dilution 11

Plan of Distribution 12

Legal Proceedings 13

Directors, Executive Officers, Promoters and Control Persons 14

Security Ownership of Certain Beneficial Owners and Management 15

Description of Securities 16

Interest of Named Experts and Counsel 17

Experts 17

Disclosure of Commission Position of Indemnification for SecuritiesAct Liabilities 17

Organization Within Last Five Years 17

Description of Business 18

Management's Discussion and Analysis or Plan of Operation 26

Description of Property 30

Certain Relationships and Related Transactions 30

Market for Common Equity and Related Stockholder Matters 30

Executive Compensation 31

Financial Statements 32

Changes in and Disagreements with Accountants and Financial Disclosure 32

Until ninety days after the date this registration statement is declaredeffective, all dealers that effect transactions in these securities whether ornot participating in this offering, may be required to deliver a prospectus.This is in addition to the dealer's obligation to deliver a prospectus whenacting as underwriters and with respect to their unsold allotments orsubscriptions.

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SUMMARY

AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US,""OUR," AND "CANUSA" REFERS TO CANUSA CAPITAL CORP. THE FOLLOWING SUMMARY IS NOTCOMPLETE AND DOES NOT CONTAIN ALL OF THE INFORMATION THAT MAY BE IMPORTANT TOYOU. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISIONTO PURCHASE OUR COMMON STOCK.

CANUSA CAPITAL CORP.

We are an exploration stage company engaged in the acquisition and explorationof mineral properties. Canusa Capital Corp. was incorporated in the State ofDelaware on December 27, 2006. We intend to use the net proceeds from thisoffering to develop our business operations (See "Business of Company" and "Useof Proceeds"). We are en exploration stage company with no revenues or operatinghistory. The principal executive offices are located at 68220 Espada Road,Cathedral City, CA 92234.

We received our initial funding of $7,500 through the sale of common stock toour director who purchased 1,500,000 shares of common stock at $.005 per shareon December 27, 2006. From inception until the date of this filing, we have hadno operating activities. Our financial statement from inception (December 27,2006) through the year ended April 30, 2007 report no revenues and a net loss of$7,631. Our independent auditor has issued an audit opinion for Canusa CapitalCorp. which includes a statement expressing substantial doubt as to our abilityto continue as a going concern.

We currently own a 100% undivided interest in a mineral property, the Dap 1-4Mineral Claims located in the State of Nevada that we call the "Dap Property."The Dap Property consists of an area of approximately 82.64 acres located in theNorth Paymaster Canyon Area, Esmeralda County, Nevada. Title to the Dap Propertyis held by Canusa Capital Corp. Our plan of operation is to conduct mineralexploration activities on the Dap Property in order to assess whether it possessdeposits of minerals capable of commercial extraction.

We have not earned any revenues to date. We do not anticipate earning revenuesuntil such time as we enter into commercial production of our mineralproperties. We are presently in the exploration stage of our business and we canprovide no assurance that we will discover commercially exploitable levels ofmineral resources on our property, or if such deposits are discovered, that wewill enter into further substantial exploration programs.

As of the date of this prospectus, there is no public trading market for ourcommon stock and no assurance that a trading market for our securities will everdevelop.

THE OFFERING

The Issuer: Canusa Capital Corp.

Securities Being Offered: 1,000,000 shares of common stock

Price Per Share: $0.025

Duration of Offering: The shares are offered for a period not to exceed 180 days, unless extended by our board of directors for an additional 90 days.

Net Proceeds: $25,000

Securities Issued andOutstanding: 1,500,000 shares of common stock were issued and outstanding as of the date of this prospectus.

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Registration Costs: We estimate our total offering registration costs to be $5,000.

Risk Factors: See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

GLOSSARY OF TECHNICAL GEOLOGICAL TERMS

The following defined technical terms are used in our prospectus:

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 basalticcomposition 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.

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.

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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 orintrusive 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 specificpyroxene 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.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You shouldcarefully consider the risks described below and the other information in thisprospectus before investing in our common stock. If any of the following risksoccur, our business, operating results and financial condition could beseriously harmed. The trading price of our common stock, when and if we trade ata later date, could decline due to any of these risks, and you may lose all orpart of your investment.

RISKS ASSOCIATED WITH OUR COMPANY:

WE ARE AN EXPLORATION STAGE COMPANY BUT HAVE NOT YET COMMENCED EXPLORATIONACTIVITIES ON OUR CLAIMS. WE EXPECT TO INCUR OPERATING LOSSES FOR THEFORESEEABLE FUTURE.

We have not yet commenced exploration on the Dap 1-4 Mineral Claims.Accordingly, we have no way to evaluate the likelihood that our business will besuccessful. We were incorporated on December 27, 2006 and to date have beeninvolved primarily in organizational activities and the acquisition of themineral claims. We have not earned any revenues as of the date of thisprospectus. Potential investors should be aware of the difficulties normallyencountered by new mineral exploration companies and the high rate of failure ofsuch enterprises. The likelihood of success must be considered in light of theproblems, expenses, difficulties, complications and delays encountered inconnection with the exploration of the mineral properties that we plan toundertake. These potential problems include, but are not limited to,unanticipated problems relating to exploration, and additional costs andexpenses that may exceed current estimates. Prior to completion of ourexploration stage, we anticipate that we will incur increased operating expenseswithout realizing any revenues. We expect to incur significant losses into theforeseeable 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 historyupon which to base any assumption as to the likelihood that we will provesuccessful, and it is doubtful that we will generate any operating revenues orever achieve profitable operations. If we are unsuccessful in addressing theserisks, our business will most likely fail.

WITHOUT THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO IMPLEMENT OURBUSINESS PLAN.

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Our current operating funds are less than necessary to complete the intendedexploration program on our mineral claim. We will need the funds from thisoffering to complete our business plan. As of April 30, 2007, we had cash in theamount of $500. We currently do not have any operations and we have no income.

WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS ISDEPENDENT ON OUR ABILITY TO RAISE FINANCING. AS A RESULT, OUR ACCOUNTANTBELIEVES THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOINGCONCERN.

We have accrued net losses of $7,631for the period from our inception onDecember 27, 2006 to April 30, 2007, and have no revenues to date. Our future isdependent upon our ability to obtain financing and upon future profitableoperations from the development of our mineral claims. These factors raisesubstantial doubt that we will be able to continue as a going concern. GeorgeStewart, our independent auditor, has expressed substantial doubt about ourability to continue as a going concern. This opinion could materially limit ourability to raise additional funds by issuing new debt or equity securities orotherwise. If we fail to raise sufficient capital when needed, we will not beable to complete our business plan. As a result we may have to liquidate ourbusiness and you may lose your investment. You should consider our auditor'scomments when determining if an investment in Canusa is suitable.

BECAUSE OF THE UNIQUE DIFFICULTIES AND UNCERTAINTIES INHERENT IN MINERALEXPLORATION VENTURES, WE FACE A HIGH RISK OF BUSINESS FAILURE.

You should be aware of the difficulties normally encountered by new mineralexploration companies and the high rate of failure of such enterprises. Thelikelihood of success must be considered in light of the problems, expenses,difficulties, complications and delays encountered in connection with theexploration of the mineral properties that we plan to undertake. These potentialproblems include, but are not limited to, unanticipated problems relating toexploration, and additional costs and expenses that may exceed currentestimates. The Dap Property does not contain a known body of any commercialminerals and, therefore, any program conducted on the Dap Property would be anexploratory search of any minerals There is no certainty that any expendituresmade in the exploration of the Dap Property will result in discoveries of anycommercial quantities of minerals. Most exploration projects do not result inthe discovery of commercially mineable mineral deposits. Problems such asunusual or unexpected formations and other conditions are common to mineralexploration activities and often result in unsuccessful exploration efforts. Ifthe results of our exploration program do not reveal viable commercialmineralization, we may decide to abandon our claim and acquire new claims fornew exploration. Our ability to acquire additional claims will be dependent uponour possessing adequate capital resources when needed. If no funding isavailable, we may be forced to abandon our operations.

WE HAVE NO KNOWN MINERAL RESERVES AND IF WE CANNOT FIND ANY, WE MAY HAVE TOCEASE OPERATIONS.

We have no mineral reserves. If we do not find any commercially exploitablemineral reserves or if we cannot complete the exploration of any mineralreserves, either because we do not have the money to do so or because it is noteconomically feasible to do so, we may have to cease operations and you may loseyour investment. Mineral exploration is highly speculative. It involves manyrisks and is often non-productive. Even if we are able to find mineral reserveson our property our production capability will be subject to further risksincluding:

- 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.

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The marketability of any minerals acquired or discovered may be affected bynumerous factors which are beyond our control and which cannot be accuratelypredicted, such as market fluctuations, the lack of milling facilities andprocessing equipment near the Dap Property, and other factors such as governmentregulations, including regulations relating to allowable production, theimporting and exporting of minerals, and environmental protection.

Given the above noted risks, the chances of our finding and commerciallyexploiting reserves on our mineral properties are remote and funds expended onexploration will likely be lost.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISKTHAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards. As a result, we maybecome subject to liability for such hazards, including pollution, cave-ins andother hazards against which we cannot insure or against which we may elect notto insure. At the present time we have no insurance to cover against thesehazards. The payment of such liabilities may result in our inability to completeour planned exploration program and/or obtain additional financing to fund ourexploration program.

AS WE UNDERTAKE EXPLORATION OF OUR MINERAL CLAIMS, WE WILL BE SUBJECT TOCOMPLIANCE WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED COST OFOUR EXPLORATION PROGRAM.

There are several governmental regulations that materially restrict mineralexploration. We will be subject to the laws of the State of Nevada as we carryout our exploration program. We may be required to obtain work permits, postbonds and perform remediation work for any physical disturbance to the land inorder to comply with these laws. If we enter the production phase, the cost ofcomplying with permit and regulatory environment laws will be greater becausethe impact on the project area is greater. Permits and regulations will controlall 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.

There is a risk that new regulations could increase our costs of doing businessand prevent us from carrying out our exploration program. We will also have tosustain the cost of reclamation and environmental remediation for allexploration work undertaken. Both reclamation and environmental remediationrefer to putting disturbed ground back as close to its original state aspossible. Other potential pollution or damage must be cleaned-up and renewedalong standard guidelines outlined in the usual permits. Reclamation is theprocess of bringing the land back to its natural state after completion ofexploration activities.

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Environmental remediation refers to the physical activity of taking steps toremediate, or remedy, any environmental damage caused. The amount of these costsis not known at this time as we do not know the extent of the explorationprogram that will be undertaken beyond completion of the recommended workprogram. If remediation costs exceed our cash reserves we may be unable tocomplete our exploration program and have to abandon our operations.

BECAUSE OUR SOLE OFFICER AND/OR DIRECTORS DO NOT HAVE FORMAL TRAINING SPECIFICTO THE TECHNICALITIES OF MINERAL EXPLORATION, THERE IS A HIGHER RISK OURBUSINESS WILL FAIL.

Our sole officer is Janet Janes. Our directors are Janet Janes and AthanasiosTsiodras. Neither Ms. Janes nor Mr. Tsiodras have any formal training as ageologist or in the technical aspects of management of a mineral explorationcompany. With no direct training or experience in these areas, our managementmay not be fully aware of the specific requirements related to working withinthis industry. Our management's decisions and choices may not take into accountstandard engineering or managerial approaches mineral exploration companiescommonly use. Consequently, our operations, earnings, and ultimate financialsuccess could suffer irreparable harm due to management's lack of experience inthis industry.

THERE IS A RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF ORERESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST.

There is the likelihood of our mineral claim containing little or no economicmineralization or reserves. We have a geological report detailing previousexploration in the area, and the claim has been staked per Nevada regulations.However, there is the possibility that previous work conducted was not carriedout properly and our claim does not contain any reserves, resulting in any fundsspent on exploration being lost.

BECAUSE WE HAVE NOT SURVEYED THE DAP 1-4 CLAIMS, WE MAY DISCOVER MINERALIZATIONON THE CLAIMS THAT IS NOT WITHIN OUR CLAIM BOUNDARIES.

While we have conducted a mineral claim title search, this should not beconstrued as a guarantee of claim boundaries. Until he claim is surveyed, theprecise location of the boundaries of the claim may be in doubt. If we discovermineralization that is close to the claim boundaries, it is possible that someor all of the mineralization may occur outside the boundaries. In such a case wewould 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 THEMINERAL CLAIMS INTO COMMERCIAL PRODUCTION.

If our exploration program is successful in establishing ore of commercialtonnage and grade, we will require additional funds in order to advance theclaim into commercial production. Obtaining additional financing would besubject to a number of factors, including the market price for the minerals,investor acceptance of our claims and general market conditions. These factorsmay make the timing, amount, terms or conditions of additional financingunavailable to us. The most likely source of future funds is through the sale ofequity capital. Any sale of share capital will result in dilution to existingshareholders. We may be unable to obtain any such funds, or to obtain such fundson terms that we consider economically feasible and you may lose any investmentyou make in this offering.

IF ACCESS TO OUR MINERAL CLAIMS IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BEDELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS.

It is possible that snow or rain could cause the mining roads providing accessto our claims to become impassable. If the roads are impassable we would bedelayed in our exploration timetable.

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BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY ORE WE MAY RECOVER FROMOUR CLAIMS MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE COMPANY.

Our success will be dependent on the growth of demand for ores. If consumerdemand slows our revenues may be significantly affected. This could limit ourability to generate revenues and our financial condition and operating resultsmay be harmed.

BECAUSE OUR CURRENT OFFICER AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEYMAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESSOPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Ms. Janet Janes, our officer and director, and Mr. Athanasios Tsiodras, ourdirector, currently devotes approximately 5 - 6 hours per week providingmanagement services to us. While they presently possess adequate time to attendto our interest, it is possible that the demands on them from other obligationscould increase, with the result that they would no longer be able to devotesufficient time to the management of our business. This could negatively impactour business development.

RISKS ASSOCIATED WITH THIS OFFERING

THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGECOMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."

The shares being offered are defined as a penny stock under the Securities andExchange Act of 1934, and rules of the Commission. The Exchange Act and suchpenny stock rules generally impose additional sales practice and disclosurerequirements on broker-dealers who sell our securities to persons other thancertain accredited investors who are, generally, institutions with assets inexcess of $5,000,000 or individuals with net worth in excess of $1,000,000 orannual income exceeding $200,000 ($300,000 jointly with spouse), or intransactions not recommended by the broker-dealer. For transactions covered bythe penny stock rules, a broker dealer must make certain mandated disclosures inpenny stock transactions, including the actual sale or purchase price and actualbid and offer quotations, the compensation to be received by the broker-dealerand certain associated persons, and deliver certain disclosures required by theCommission. Consequently, the penny stock rules may make it difficult for you toresell any shares you may purchase, if at all.

WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELLANY SHARES.

This offering is self-underwritten, that is, we are not going to engage theservices of an underwriter to sell the shares; we intend to sell them throughour officer and directors, who will receive no commissions. They will offer theshares to friends, relatives, acquaintances and business associates, however,there is no guarantee that they will be able to sell any of the shares. Unlessthey are successful in selling all of the shares and we receive the proceedsfrom this offering, we may have to seek alternative financing to implement outbusiness plan.

DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTYSELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.

We are not registered on any public stock exchange. There is presently no demandfor our common stock and no public market exists for the shares being offered inthis prospectus. We plan to contact a market maker immediately following thecompletion of the offering and apply to have the shares quoted on the OTCElectronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation servicethat displays real-time quotes, last sale prices and volume information inover-the-counter (OTC) securities. The OTCBB is not an issuer listing service,market or exchange. Although the OTCBB does not have any listing requirementsper se, to be eligible for quotation on the OTCBB, issuers must remain currentin their filing with the SEC or applicable regulatory authority. Market makersare not permitted to begin quotation of a security whose issuer does not meethis filing requirement. Securities already quoted on the OTCBB that becomedelinquent in their required filings will be removed following a 30 to 60 daygrace period if they do not make their required filing during that time. We

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cannot guarantee that our application will be accepted or approved and our stocklisted and quoted for sale. As of the date of this filing, there have been nodiscussions or understandings between Canusa Capital Corp. or anyone acting onour behalf, with any market maker regarding participation in a future tradingmarket for our securities. If no market is ever developed for our common stock,it will be difficult for you to sell any shares you purchase in this offering.In such a case, you may find that you are unable to achieve any benefit fromyour investment or liquidate your shares without considerable delay, if at all.In addition, if we fail to have our common stock quoted on a public tradingmarket, your common stock will not have a quantifiable value and it may bedifficult, if not impossible, to ever resell your shares, resulting in aninability to realize any value from your investment.

YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOURSHARES.

Our existing stockholder acquired his shares at a cost of $.005 per share, acost per share substantially less than that which you will pay for the sharesyou purchase in this offering. Upon completion of this offering the net tangiblebook value of the shares held by our existing stockholder (1,500,000 shares)will be increased by $.010 per share without any additional investment on hispart. The purchasers of shares in this offering will incur immediate dilution (areduction in the net tangible book value per share from the offering price of$.025 (per share) of $.015 per share. As a result, after completion of theoffering, the net tangible book value of the shares held by purchasers in thisoffering would be $.010 per share, reflecting an immediate reduction in the$.025 per share they paid for their shares.

WE WILL BE HOLDING ALL THE PROCEEDS FROM THE OFFERING IN A STANDARD BANKCHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES ARE NOT HELD INAN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONEY WILL NOT BE RETURNED IFALL THE SHARES ARE NOT SOLD.

All funds received from the sale of shares in this offering will be depositedinto a standard bank checking account until all shares are sold and the offeringis closed, at which time, the proceeds will be transferred to our businessoperating account. In the event all shares are not sold we have committed topromptly return all funds to the original purchasers. However since the fundswill be placed into an escrow, trust or other similar account, there can be noguarantee that any third party creditor who may obtain a judgment or lienagainst us would not satisfy the judgment or lien by executing on the bankaccount where the offering proceeds are being held, resulting in a loss of anyinvestment you make in our securities.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULTFOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

Our business plan allows for the payment of the estimated $5,000 cost of thisregistration statement to be paid from existing cash on hand. If necessary, Ms.Janes or Mr. Tsiodras, our directors, have verbally agreed to loan the companyfunds to complete the registration process. We plan to contact a market makerimmediately following the close of the offering and apply to have the sharesquoted on the OTC Electronic Bulletin Board. To be eligible for quotation,issuers must remain current in their filings with the SEC. In order for us toremain in compliance we will require future revenues to cover the cost of thesefilings, which could comprise a substantial portion of our available cashresources. If we are unable to generate sufficient revenues to remain incompliance it may be difficult for you to resell any shares you may purchase, ifat all.

MR. TSIODRAS, A DIRECTOR OF THE COMPANY, BENEFICIALLY OWNS 100% OF THEOUTSTANDING SHARES OF OUR COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HEWILL OWN 60% OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THEFUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.

Due to the amount of Mr. Tsiodras' share ownership in our company, if he choosesto sell his shares in the public market, the market price of our stock coulddecrease and all shareholders suffer a dilution of the value of their stock. Ifhe does sell any of his common stock, he will be subject to Rule 144 under the

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1933 Securities Act. Rule 144 restricts the ability of our director to sellshares by limiting the sales of securities during any three-moth period to thegreater of (1) 1% of the outstanding common stock of the issuer; or (2) theaverage weekly reported trading volume in the outstanding common stock reportedon all securities exchanges during the four calendar weeks preceding the filingof the required notice of the sale under Rule 144 with the SEC.

FORWARD LOOKING STATEMENT

This prospectus contains forward-looking statements that involve risk anduncertainties. We use words such as "anticipate", "believe", "plan", "expect","future", "intend", and similar expressions to identify such forward-lookingstatements. Investors should be aware that all forward-looking statementscontained within this filing are good faith estimates of management as of thedate of this filing. Our actual results could differ materially from thoseanticipated in these forward-looking statements for many reasons, including therisks faced by us as described in the "Risk Factors" section and elsewhere inthis prospectus.

USE OF PROCEEDS

Assuming sale of all of the shares offered herein, of which there is noassurance, the net proceeds from this offering will be $25,000. The proceeds areexpected to be disbursed, in the priority set forth below, during the firsttwelve (12) months after the successful completion of the offering:

Planned Expenditures Over Category The Next 12 Months -------- ------------------ Phase 1 Exploration Program $10,000 Phase 2 Exploration Program $10,000 Legal and Accounting $ 5,000 ------- TOTAL PROCEEDS TO COMPANY $25,000 =======

We will establish a separate bank account and all proceeds will be depositedinto that account until the total amount of the offering is received and allshares are sold, at which time the funds will be released to us for use in ouroperations. In the event we do not sell all of the shares before the expirationdate of the offering, all funds will be returned promptly to the subscribers,without interest or deduction. If necessary, Ms. Janes or Mr. Tsiodras, ourdirectors, have verbally agreed to loan the company funds to complete theregistration process but we will require full funding to implement our completebusiness plan.

DETERMINATION OF OFFERING PRICE

The offering price of the share has been determined arbitrarily by us. The pricedoes not bear any relationship to our assets, book value, earnings, or otherestablished criteria for valuing a privately held company. In determining thenumber of shares to be offered and the offering price, we took intoconsideration our cash on hand and the amount of money we would need toimplement our business plans. Accordingly, the offering price should not beconsidered an indication of the actual value of the securities.

DILUTION

Dilution represents the difference between the offering price and the nettangible book value per share immediately after completion of this offering. Nettangible book value is the amount that results from subtracting totalliabilities and intangible assets from total assets. Dilution arises mainly as aresult of our arbitrary determination of the offering price of the shares beingoffered. Dilution of the value of the shares you purchase is also a result ofthe lower book value of the shares held by our existing shareholders.

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As of April 30, 2007, the net tangible book value of our shares was -$131 or NILper share, based upon 1,500,000 shares outstanding.

Upon completion of this offering, but without taking into account any change inthe net tangible book value after completion of this offering other than thatresulting from the sale of the shares and receipt of the total proceeds of$25,000, the net tangible book value of the 2,500,000 shares to be outstandingwill be $24,869, or approximately $.0099 per share. Accordingly, the nettangible book value of the shares held by our existing stockholder (1,500,000shares) will be increased by $.010 per share without any additional investmenton his part. The purchasers of shares in this offering will incur immediatedilution (a reduction in the net tangible book value per share from the offeringprice of $.025 (per share) or $.015 per share. As a result, after completion ofthe offering, the net tangible book value of the shares held by purchasers inthis offering would be $.010 per share, reflecting an immediate reduction in the$.025 price per share they paid for their shares. After completion of theoffering, the existing shareholder will own 60% of the total number of sharesthen outstanding, for which he will have made an investment of $7,500 or $.005per share. Upon completion of the offering, the purchasers of these sharesoffered hereby will own 40% of the total number of shares then outstanding, forwhich they will have made cash investment of $25,000, or $.025 per share.

The following table illustrates the per share dilution to the new investors:

Public Offering Price Per Share $.025 Net Tangible Book Value Prior to this Offering $ NIL Net Tangible Book Value After Offering $.010 Immediate Dilution per Share to New Investors $.015

The following table summarizes the number and percentages of shares purchased,the amount and percentage of consideration paid and the average price per sharepaid by our existing stockholder and by new investors in this offering:

Price Per Total Number of Percent of Consideration Share Shares Held Ownership Paid ----- ----------- --------- ----

Existing Shareholder $.005 1,500,000 60% $ 7,500Investors in thisOffering $.025 1,000,000 40% $25,000

PLAN OF DISTRIBUTION

OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTORS

This is a self-underwritten offering. This prospectus is part of a prospectusthat permits our officer and/or directors to sell the shares directly to thepublic, with no commission or other remuneration payable to them for any sharesthey may sell. There are no plans or arrangement to enter into any contracts oragreements to sell the shares with a broker or dealer. Our officer anddirectors, Ms. Janet Janes and Mr. Athanasios Tsiodras, will sell the shares andintend to offer them to friends, family members and business acquaintances. Inoffering the securities on our behalf, they will rely on the safe harbor frombroker dealer registration set out in Rule 3a4-1 under the Securities ExchangeAct of 1934.

Our officer and directors will not register as a broker-dealer pursuant toSection 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,which sets forth those conditions under which a person associated with an Issuermay participate in the offering of the Issuer's securities and not be deemed tobe a broker-dealer.

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a. Our officer and directors are not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation; and, b. Our officer and directors will not be compensated in connection with their participation by the payment of commission s or other remuneration based either directly or indirectly on transaction in securities; and c. Our officer and directors are not, nor will they be at the time of their participation in the offering, an associated person of a broker-dealer; and d. Our officer and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily performs or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been an associated person of a broker or dealer, within the preceding twelve months; and (C) has not participate in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i) or (a) (4)(iii).

Our officer and directors, control persons and affiliates of same do not intendto purchase any shares in this offering.

TERMS OF THE OFFERING

The shares will be sold at the fixed price of $.025 per share until thecompletion of this offering. There is no minimum amount of subscription requiredper investor, and subscriptions, once received, are irrevocable.

This offering will commence on the date of this prospectus and will continue fora period of 180 days (the "Expiration Date"), unless extended by our Board ofDirectors for an additional 90 days.

DEPOSIT OF OFFERING PROCEEDS

This is a "best efforts", "all or none" offering and, as such, we will not beable to spend any of the proceeds unless all the shares are sold and allproceeds are received. We intend to hold all funds collected from subscriptionsin a separate bank account until the total amount of $25,000 has been received.At that time, the funds will be transferred to our business account for use inimplementation of our business plan. In the event the offering is not sold outprior to the Expiration Date, all money will be promptly returned to theinvestors, without interest or deduction. We determined the use of the standardbank account was the most efficient use of our current limited funds. Please seethe risk factor section to read the related risk to you as a purchaser of anyshares.

PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION

If you decide to subscribe to any shares in this offering, you will be requiredto execute a Subscription Agreement and tender it, together with a check or bankmoney order made payable to Canusa Capital Corp. Subscriptions, once received bythe company, are irrevocable.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings, and we are not aware ofany pending or potential legal actions.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The names, ages and titles of our executive officers and directors are asfollows:

Name and Address of Executive Officer and Directors Age Position --------------------- --- --------

Janet Janes 50 President, Secretary, Treasurer68220 Espada Road and DirectorCathedral City, CA 92234

Athanasios Tsiodras 29 DirectorKorinthou 4621200 Argos, ArgolidosGreece

The foregoing persons are promoters of Canusa Capital Corp., as that term isdefined in the rules and regulations promulgated under the Securities andExchange Act of 1933.

Neither Ms. Janes nor Mr. Tsiodras have any formal training as a geologist or inthe technical or managerial aspects of management of a mineral explorationcompany. Their prior business experiences have not been in the mineralexploration industry. Accordingly, we will have to rely on the technicalservices of others to advise us on the managerial aspects specificallyassociated with a mineral exploration company. We do not have any employees whohave professional training or experience in the mining industry. We rely onindependent geological consultants to make recommendations to us on workprograms on our property, to hire appropriately skilled persons on a contractbasis to complete work programs and to supervise, review, and report on suchprograms to us.

TERM OF OFFICE

Members of our Board of Directors are appointed to hold office until the nextannual meeting of our stockholders or until his or her successor is elected andqualified, or until he or she resigns or is removed in accordance with theprovisions of the Delaware Revised Statutes. Our officers are appointed by ourBoard of Directors and hold office until removed by the Board.

SIGNIFICANT EMPLOYEES

We have no significant employees other than our officer and directors. Ms. Janesand Mr. Tsiodras currently devote approximately 5 - 6 hours per week to companymatters. After receiving funding per our business plan Ms. Janes and Mr.Tsiodras intend to devote as much time as the board of directors deem necessaryto mange the affairs of the company.

No executive officer or director of the corporation has been the subject of anyorder, judgment, or decree of any court of competent jurisdiction, or anyregulatory agency permanently or temporarily enjoining, barring, suspending orotherwise 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 loanassociation, or insurance company or from engaging in or continuing any conductor practice in connection with any such activity or in connection with hepurchase or sale of any securities.

No executive officer or director or the corporation has been convicted in anycriminal proceeding (excluding traffic violations) or is the subject of acriminal proceeding which is currently pending.

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We conduct our business through agreements with consultants and arms-lengththird parties. Currently, we have no formal consulting agreements in place. Wehave a verbal arrangement with the consulting geologist currently conducting theexploratory work on the Dap Property. We pay the consulting geologist the usualand customary rates received by geologists performing similar consultingservices.

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 inCathedral City, CA. She contracts bookkeeping services to various businessesincluding retail, financial, medical and transportation companies From 1993 to1999, Ms. Janes owned and operated Janet E. Janes Bookkeeping Services inNanaimo, British Columbia.

ATHANASIOS TSIODRAS served as president of Canusa Capital Corp. since inceptionuntil June, 2007 and serves as director since inception December, 2006 tocurrent. From 1998 to 2007, Mr. Tsiodras is the proprietor and operates ArgosTours, a travel agency located in Argos, Argolidos, Greece. Mr. Tsiodras isresponsible for all managerial duties associated with the travel industryspecializing in cruises and group tours in Greece and worldwide. From 1997 to1998, he worked as a travel agent at Argos Tours. From 1995 to 1997, Mr.Tsiodras majored in English at College Platon.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number ofshares of our common stock owned beneficially as of June 29, 2007 by: (i) eachperson (including any group) known to us to own more than five percent (5%) ofany class of our voting securities, (ii) our director, and or (iii) our officer.Unless otherwise indicated, the stockholder listed possesses sole voting andinvestment power with respect to the shares shown.

Amount and Nature Percentage of of Beneficial CommonTitle of Class Name and Address of Beneficial Owner Ownership Stock(1)- -------------- ------------------------------------ --------- -------- Common Stock Athanasios Tsiodras, Director 1,500,000 Korinthou 46 Direct 100% 21200 Argos Argolidos Greece

Common Stock Officer and Directors as a Group 1,500,000 100%

HOLDERS OF MORE THAN 5% OF OUR COMMON STOCK

Common Stock Athanasios Tsiodras, Director 1,500,000 Korinthou 46 Direct 100% 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

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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 June 29, 2007. As of June 29, 2007, there were 1,500,000 shares of our common stock issued and outstanding.

DESCRIPTION OF SECURITIES

GENERAL

Our authorized capital stock consists of 100,000,000 shares of common stock,with a par value of $0.001 per share. As of June 29, 2007, there were 1,500,000shares of our common stock of our common stock issued and outstanding that washeld of record by one (1) registered stockholder.

COMMON STOCK

The following is a summary of the material rights and restrictions associatedwith our common stock. This description does not purport to be a completedescription of all of the rights of our stockholders and is subject to, andqualified in its entirety by, the provisions of our most current Articles ofIncorporation and Bylaws, which are included as exhibits to this RegistrationStatement.

The holders of our common stock currently have (i) equal ratable rights todividends from funds legally available therefore, when, as and if declared bythe Board of Directors of the Company; (ii) are entitled to share ratably in allof the assets of the Company available for distribution to holders of commonstock upon liquidation, dissolution or winding up of the affairs of the Company(iii) do not have preemptive, subscription or conversion rights and there are noredemption or sinking fund provisions or rights applicable thereto; and (iv) areentitled to one non-cumulative vote per share on all matters on which stockholders may vote. All shares of common stock now outstanding are fully paid forand non-assessable and all shares of common stock which are the subject of thisoffering, when issued, will be fully paid for and non-assessable. Please referto the Company's Articles of Incorporation, By-Laws and the applicable statutesof the State of Delaware for a more complete description of the rights andliabilities of holders of the Company's securities.

NON-CUMULATIVE VOTING

The holders of shares of common stock of the Company do not have cumulativevoting rights, which means that the holders of more than 50% of such outstandingshares, voting for the election of directors, can elect all of the directors tobe elected, if they so choose, and, in such event, the holders of the remainingshares will not be able to elect any of the Company's directors. After thisOffering is completed, the present stockholder will own 60% of the outstandingshares. (See "Principal Stockholders").

DIVIDEND POLICY

We have never declared or paid any cash dividends on our common stock. Wecurrently intend to retain future earnings, if any, to finance the expansion ofour business. As a result, we do not anticipate paying any cash dividends in theforeseeable future.

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INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certifiedany part of this prospectus or having given an opinion upon the validity of thesecurities being registered or upon other legal matters in connection with theregistration or offering of the common stock was employed on a contingencybasis, or had, or is to receive, in connection with the offering, a substantialinterest, direct or indirect, in our company or any of its parents orsubsidiaries. Nor was any such person connected with our company or any of itsparents or subsidiaries as a promoter, managing or principal underwriter, votingtrustee, director, officer, or employee.

EXPERTS

Karen Batcher, of the law firm of Batcher, Zarcone and Baker LLP, 4252 BonitaRoad #151, Bonita, CA 91902, has passed upon the validity of the shares beingoffered and certain other legal matters and is representing us in connectionwith this offering. Ms. Batcher's consent is attached to this prospectus as anexhibit.

George Stewart, CPA, our independent registered public accountant, has auditedour financial statements included in this prospectus and registration statementto the extent and for the periods set forth in their audit report. GeorgeStewart has presented its report with respect to our audited financialstatements. The report of George Stewart is included in reliance upon theirauthority as experts in accounting and auditing, and his consent is attached tothis prospectus as an exhibit.

James McLeod, P. Geo., is our consulting geologist. Mr. McLeod is a consultingprofessional geologist in the Geological Section and is a member in goodstanding of the Association of Professional Engineers and Geoscientists inBritish Columbia, Canada and a Fellow of the Geological Association of Canada.Mr. McLeod's consent is attached to this prospectus as an exhibit.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our Articles of Incorporation provide that we will indemnify an officer,director, or former officer or director, to the full extent permitted by law. Wehave been advised that, in the opinion of the SEC, indemnification forliabilities arising under the Securities Act is against public policy asexpressed in the Securities Act, and is, therefore, unenforceable. In the eventthat a claim for indemnification against such liabilities (other than thepayment of expenses incurred or paid by a director, officer or controllingperson in the successful defense of any action, suit or proceeding) is assertedby one of our directors, officers, or controlling persons in connection with thesecurities being registered, we will, unless in the opinion of our legal counselthe matter has been settled by controlling precedent, submit the question ofwhether such indemnification is against public policy to a court of appropriatejurisdiction. We will then be governed by the court's decision.

ORGANIZATION WITHIN LAST FIVE YEARS

Canusa Capital Corp. was incorporated on December 27, 2006 under the laws of theState of Delaware. We are engaged in the business of acquisition, explorationand development of natural resource properties.

Athanasios Tsiodras served as president of our company from inception (December,2006) to June, 2007 and director since inception to current. Janet Janes wasappointed Secretary Treasurer in April, 2007 and Director and President fromJune, 2007 to current. No other person has acted as a promoter of Canusa sinceour inception. Other than Mr. Tsiodras' purchase of 1,500,000 shares of ourcommon stock on December 27, 2006, neither Ms. Janes nor Mr. Tsiodras haveentered into any agreement with us in which she or he is to receive from us orprovide to us anything of value. Mr. Tsiodras purchased the 1,500,000 shares ofour common stock at a price of $.005 per share for a total of $7,500.

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DESCRIPTION OF BUSINESS

IN GENERAL

We are an exploration stage company engaged in the acquisition and explorationof mineral properties. We currently own a 100% undivided interest in a mineralproperty located in Esmeralda County, State of Nevada that we call the "DapProperty." We are currently conducting mineral exploration activities on the DapProperty in order to assess whether it contains any commercially exploitablemineral reserves. Currently there are no known mineral reserves on the DapProperty.

We have not earned any revenues to date. Our independent auditor has issued anaudit opinion which includes a statement expressing substantial doubt as to ourability to continue as a going concern. The source of information contained inthis discussion is our geology report that has been included as Exhibit 99.2 toour SB-2 registration statement.

There is the likelihood of our mineral claim containing little or no economicmineralization or reserves of silver and other minerals. We are presently in theexploration stage of our business and we can provide no assurance that anycommercially viable mineral deposits exist on our mineral claims, that we willdiscover commercially exploitable levels of mineral resources on our property,or, if such deposits are discovered, that we will enter into further substantialexploration programs. Further exploration is required before a finaldetermination can be made as to whether our mineral claims possess commerciallyexploitable mineral deposits. If our claim does not contain any reserves allfunds that we spend on exploration will be lost.

ACQUISITION OF THE DAP PROPERTY

In February, 2007, we purchased a 100% undivided interest in a mineral claimknown as the Dap 1-4 Mineral Claims for a price of $7,000. The claims are stakedand recorded in the name of Canusa Capital Corp. and are in good standing untilSeptember 1, 2007.

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[MAP SHOWING THE PROPERTY LOCATION]

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We engaged James McLeod, P.Geo. to prepare a geological evaluation report on theDap Property. Mr. Mcleod is a consulting professional engineer in the GeologicalSection of the Association of Professional Engineers and Geoscientists ofBritish Columbia and a Fellow of the Geological Association of Canada. Mr.McLeod attended the University of British Columbia and holds a Bachelor ofScience degree in geology.

The work completed by Mr. McLeod in preparing the geological report consisted ofa review of geological data from previous exploration within the region. Theacquisition of this data involved the research and investigation of historicalfiles to locate and retrieve data information acquired by previous explorationcompanies 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. Thegeological report summarizes the results of the history of the exploration ofthe mineral claims, the regional and local geology of the mineral claims and themineralization and the geological formations identified as a result of the priorexploration. The geological report also gives conclusions regarding potentialmineralization of the mineral claims and recommends a further geologicalexploration program on the mineral claims. The description of the Dap Propertyprovided below is based on Mr. McLeod's report.

DESCRIPTION OF PROPERTY

The property owned by Canusa Capital, on which the net proceeds of the offeringwill be spent, is the Dap 1-4 Mineral Claims which is comprised of fourcontiguous 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 southwestof the town of Tonopah and is accessible from Highway 95 by traveling south ofthe Town for 11 miles to the Paymaster Canyon cut-off and then travelingsouthwest for 6 miles to the property.

The claims were recorded with the County and the Bureau of Land Management. InAugust, 2007 we will be required to make a filing that discloses our intent todo 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, 2007

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[MAP SHOWING THE CLAIM LOCATION]

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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 aclimatic classification of arid to semi-arid. The summers can experience hotweather, 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 thewest and can last from December through February. Temperatures experiencedduring 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. Thephysiographic setting of the property can be described as open desert in thevalleys within a mosaic of rugged mountain ranges in an interior plateausetting. The area has been surfacely altered both by fluvial and wind erosionand the depositional (drift cover) effects of in-filling. Thickness of driftcover in the valleys may vary considerable. Surface water occurrences are rare,springs are sparse and subsurface aquifers are accessed by drilling wells whereallowed.

The physiography of the Dap mineral claim area is low rounded to high ruggedmountainous ranges that in the immediate area are arcuate in topographic shapewith intervening broader valleys. Much of this area with many broad open valleysand spiney mountain ridges hosts sagebrush and other desert plants on the lowhill slopes. Joshua trees and cacti, such as the prickly pear grow as far northas Goldfield. Juniper and pinion growing above 6,500' with pinion becoming moredominant at higher elevations. At elevations in the range of 7,500' along watercourses can be found small groves of trembling aspen.

INFRASTRUCTURE

The town of Tonopah offers much of the necessary infrastructure required to baseand carry-out an exploration program (accommodations, communications, equipmentand supplies). Larger or specialized equipment can likely be acquired in theCity 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 explorationand development program are at hand, between Tonopah, Goldfield and Las Vegas.There is not a plant or any equipment currently located on the property. It isexpected that the initial exploration phase 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 onthe Dap Property.

The recorded mining history of the general area dates from the 1860's whenprospectors passed through heading north and west. The many significant lodegold, silver and other mineral product deposits developed in the area was thatof the Goldfield Camp, 1905; Coaldale Coal Field, 1913; Divide Silver MiningDistrict, 1921 and the Candalaria silver-gold mine which operated as anunderground 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 ofrock units. These appear to range from oldest to youngest in an east to westdirection, respectively. The oldest units are found to occur in the southeastcorner of the state along the Colorado River. The bedrock units exhibit anorth-south fabric of alternating west-west ranges and valleys. This feature maysuggest E-W compression that may have expression as low angle thrust faults on

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the west and east walls of Paymaster Canyon (see Figure 3a). Faulting plays alarge part in many areas of Nevada and an even larger part in the emplacement ofmineral occurrences and ore bodies.

[MAP SHOWING THE REGIONAL GEOLOGY]

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LOCAL GEOLOGY

The local geology about the Paymaster Canyon, which lies approximately 15 airmiles to the southwest of Tonopah, NV, reveals a N-S trending, elongate orelliptical blind-basin bounded, i.e. closed off around much of its perimeter byrock exposures.

Throughout this outcropping ring-shaped feature are abundant, scattered rockexposures of Lower - Middle Paleozoic carbonate and aphanitic to very fine grainsized 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 northernend of the canyon ring while older Lower Paleozoic sedimentary and lessermetamorphic equivalents are more abundant in the southern part of the Paymasterbasin.

PROPERTY GEOLOGY AND MINERALIZATION

The geology of the Dap Property area may be described as being covered byQuaternary desert wash, collovium, alluvium and playa deposits and some LowerPaleozoic limestone. This young covered basin within a larger surrounding areaof rock exposure and known mineral occurrences exhibiting a good geologicalsetting and an excellent target area in which to conduce mineral exploration.

Thrust faulting is abundant within the periphery rock exposures at the north-endof the Paymaster Canyon with younger Ordovician limestone and shale units lyingon the older Lower Cambrian sedimentary rock units. The oldest meta-sedimentaryunits can be overlain by granitic rocks of Jurassic age or Tertiary age volcanicrock on andesite to rhyolite composition.

The outcrops partially surrounding or flanking the alluvial covered valleyunderlying the mineral claim area suggests mineral occurrences or structurallyprepared bedrock could be sought after in those areas.

By far the largest production in the County comes from the vein-type of gold andsilver occurrences in quartz fissures in either pre-Tertiary volcanic orTertiary volcanic host rocks.

CONCLUSIONS OF GEOLOGICAL REPORT

The geological evaluation report we obtained on the Dap Property states theproperty is favorably located for the possible discovery of a large, probablylow grade mineral deposit of base and/or precious metals or other mineral ofsoft economic consideration that have open pit and/or underground miningpotential. If such a deposit exists, it may occur under the drift or overburdencovered 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 continuingexploration program be undertaken on the property. The three phase programconsists of the following:

Phase Exploration Program Cost Status ----- ------------------- ---- ------ Phase 1 Detailed Prospecting, mapping $10,000 Expected to be completed in Summer, 2007 and soil geochemistry. (dependent on consulting geologist's schedule).

Phase 2 Magnetometer and VLF electromagnetic, $10,000 Expected to be completed in Fall, 2007 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).

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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 2008 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 explorations stage company. We do not compete directly with anyone forthe exploration or removal of minerals from our property as we hold all interestand 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 areable to recover.

We will be subject to competition and unforeseen limited sources of supplies inthe industry in the event spot shortages arise for supplies such as dynamite,and certain equipment such as bulldozers and excavators that we will need toconduct exploration. We have not yet attempted to locate or negotiate with anysuppliers or products, equipment or services and will not do so until funds arereceived from this offering. If we are unsuccessful in securing the products,equipment and services we need we may have to suspend our exploration plansuntil we are able to do so.

We compete with other mineral resource exploration and development companiesfor financing and for the acquisition of new mineral properties. Many of themineral resource exploration and development companies with whom we compete havegreater financial and technical resources than us. Accordingly, thesecompetitors may be able to spend greater amounts on acquisitions of mineralproperties of merit, on exploration of their mineral properties and ondevelopment of their mineral properties. In addition, they may be able to affordgreater geological expertise in the targeting and exploration of mineralproperties. This competition could result in competitors having mineralproperties of greater quality and interest to prospective investors who mayfinance additional exploration and development. This competition could adverselyimpact on our ability to finance further exploration and to achieve thefinancing necessary for us to develop our mineral properties.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We have no employees other than our officer and directors as of the date of thisprospectus. Ms. Janes, an officer and director, and Mr. Tsiodras, a director,currently devote approximately 5 - 6 hours per week to company matters and afterreceiving funding, they plan to devote as much time as the board of directorsdetermines is necessary to manage the affairs of the company. There are noformal employment agreements between the company and our current employees. Weconduct our business largely through consultants.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research expenditures since our incorporation.

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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, orpurchase or sale of a significant amount of assets not in the ordinary course ofbusiness.

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives ofgovernmental authorities and agencies applicable to the exploration of mineralsin the United States generally, and in the state of Nevada specifically. We willalso be subject to the regulations of the Bureau of Land Management, Departmentof the Interior.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patents or trademarks.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for our productor services.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to ourshareholders. We will make our financial information equally available to anyinterested parties or investors through compliance with the disclosure rules ofRegulation S-B for a small business issuer under the Securities Exchange Act of1934. We will become subject to disclosure filing requirements once our SB-2registration statement becomes effective, including filing Form 10K-SB annuallyand Form 10Q-SB quarterly. In addition, we will file Form 8K and other proxy andinformation statements from time to time as required. We do not intend tovoluntarily file the above reports in the event that our obligation to file suchreports is suspended under the Exchange Act. The public may read and copy anymaterials that we file with the Securities and Exchange Commission, ("SEC"), atthe SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. Thepublic may obtain information on the operation of the Public Reference Room bycalling 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATION

Our cash balance is $500 as of April 30, 2007. We believe our cash balance issufficient to fund our limited levels of operations until July, 2007. If weexperience a shortage of funds prior to funding we may utilize funds from ourdirectors, who have informally agreed to advance funds to allow us to pay foroffering costs, filing fees, and professional fees, however they have no formalcommitment, arrangement or legal obligation to advance or loan funds to thecompany. In order to achieve our business plan goals, we will need the fundingfrom this offering. We are an exploration stage company and have generated norevenue to date. We have sold $7,500 in equity securities to pay for our minimumlevel of operations.

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Our auditor has issued a going concern opinion. This means that there issubstantial doubt that we can continue as an on-going business for the nexttwelve months unless we obtain additional capital to pay our bills. This isbecause we have not generated revenues and no revenues are anticipated until webegin removing and selling minerals. There is no assurance we will ever reachthat stage.

Our plan of operation is to conduct mineral exploration activities on the DapProperty in order to assess whether the property contains mineral reservescapable of commercial extraction. Our exploration program is designed to explorefor commercially viable deposits of silver, gold and other minerals. We havenot, nor has any predecessor, identified any commercially exploitable reservesof these minerals on the Dap Property.

Our plan of operation for the twelve months following the date of thisprospectus is to complete the first phase of the exploration program on ourclaim consisting of geological mapping, soil sampling and rock sampling. Inaddition to the $20,000 we anticipate spending for Phase 1 and 2 for theexploration program as outlined below, we anticipate spending an additional$5,500 on professional fees, including fees payable in connection with thefiling of this registration statement and complying with reporting obligations.Total expenditures over the next 12 months are therefore expected to beapproximately $25, 500, which is the amount to be raised in this offering andour cash on hand. . If we experience a shortage of funds prior to funding duringthe next 12 months, we may utilize funds from our directors, who have informallyagreed to advance funds to allow us to pay for professional fees, including feespayable in connection with the filing of this registration statement andoperation expenses, however they have no formal commitment, arrangement or legalobligation to advance or loan funds to the company. We will require the fundsfrom this offering to proceed.

We engaged James McLeod, P. Geo., to prepare a geological evaluation report onthe Dap Property. Mr. McLeod's report summarizes the results of the history ofthe exploration of the mineral claims, the regional and local geology of themineral claims and the mineralization and the geological formations identifiedas a result of the prior exploration in the claim areas. The geological reportalso gives conclusions regarding potential mineralization of the mineral claimsand recommends a further geological exploration program on the mineral claims.The exploration program recommended by Mr. McLeod is as follows:

Phase Exploration Program Cost Status ----- ------------------- ---- ------ Phase 1 Detailed Prospecting, mapping $10,000 Expected to be completed in Summer, 2007 and soil geochemistry. (dependent on consulting geologist's schedule).

Phase 2 Magnetometer and VLF electromagnetic, $10,000 Expected to be completed in Fall, 2007 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 2008 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

If we are successful in raising the funds from this offering, we plan tocommence Phase 1 of the exploration program on the claim in the summer of 2007.We expect this phase to take 15 days to complete and an additional two months

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for the consulting geologist to receive the results of the assay lab and preparehis report.

The above program costs are management's estimates based upon therecommendations of the professional consulting geologist's report and the actualproject costs may exceed our estimates. To date, we have not commencedexploration.

Following Phase 1 of the exploration program, if it proves successful inidentifying mineral deposits, we intend to proceed with Phase 2 of ourexploration program. The estimated cost of this program is $10,000 and will takeapproximately 10 days to complete and an additional two months for theconsulting geologist to receive the results from the assay lab and prepare hisreport.

Following Phase 2 of the exploration program, if it proves successful inidentifying mineral deposits, we intend to proceed with Phase 3 of ourexploration program if we are able to raise the funds necessary. The estimatedcost of this program is $30,000 and will take approximately 2 weeks to completeand an additional two months for the consulting geologist to receive the resultsfrom the assay lab and prepare his report.

We anticipate commencing Phase 2 of our exploration program in the fall of 2007,depending if the Phase 1 program