Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Apr. 14, 2020 | Jun. 30, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-56093 | ||
Entity Registrant Name | STRATUS CAPITAL CORP | ||
Entity Central Index Key | 0001761540 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | true | ||
Entity Incorporation State Country Code | DE | ||
Entity Public Float | $ 249,025 | ||
Entity Common Stock, Shares Outstanding | 21,525,481 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash and Cash Equivalents | $ 244 | |
Total Current Assets | 244 | |
Total Assets | 244 | |
Current Liabilities | ||
Checks Drawn in Excess of Bank Balance | 400 | |
Accounts Payable | 697 | 721 |
Accruals - Related Parties | 95,373 | 18,483 |
Note Payable - Related Party | 95,977 | 30,357 |
Total Current Liabilities | 192,047 | 49,961 |
Total Liabilities | 192,047 | 49,961 |
Commitments and Contingencies (Note 8) | ||
Shareholders' Deficit | ||
Preferred Stock | ||
Common Stock, $0.0001 par value, 25,000,000 shares authorized, 21,525,481 issued and outstanding | 2,153 | 2,153 |
Additional Paid In Capital | (9,179) | (94,579) |
Retained Earnings (Deficit) | (184,877) | 42,465 |
Total Shareholders' Deficit | (191,803) | (49,961) |
Total Liabilities and Shareholders' Deficit | 244 | |
Series A Preferred Stock [Member] | ||
Shareholders' Deficit | ||
Preferred Stock | $ 100 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 28, 2018 |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | |
Preferred Stock Authorized | 9,000,000 | 9,000,000 | |
Preferred Stock Issued | 0 | 0 | |
Preferred Stock Outstanding | 0 | 0 | |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 1,753 |
Common Stock Authorized | 25,000,000 | 25,000,000 | |
Common Stock Issued | 21,525,481 | 21,525,481 | 17,525,481 |
Common Stock Outstanding | 21,525,481 | 21,525,481 | 17,525,481 |
Series A Preferred Stock [Member] | |||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | |
Preferred Stock Authorized | 1,000,000 | 1,000,000 | |
Preferred Stock Issued | 1,000,000 | 0 | |
Preferred Stock Outstanding | 1,000,000 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
REVENUE | ||
OPERATING EXPENSES | ||
General and administrative expenses | 268,478 | 222,452 |
Total Operating Expenses | 268,478 | 222,452 |
OPERATING LOSS | (268,478) | (222,452) |
OTHER INCOME (EXPENSE) | ||
Gain on sale of subsidiary company | 311,426 | |
Interest - related party | (483) | (4,890) |
Total Other Income (Expense) | 310,943 | (4,890) |
INCOME (LOSS) BEFORE TAXES | 42,465 | (227,342) |
TAXES | ||
NET INCOME (LOSS) | $ 42,465 | $ (227,342) |
Net Income (Loss) per Common Share: Basic and Diluted | $ 0 | $ (0.01) |
Weighted Average Common Shares Outstanding: Basic and Diluted | 19,503,976 | 21,525,481 |
STATEMENTS OF CHANGES IN SHAREH
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings (Deficit) [Member] | Total |
Balances, beginning at Jun. 28, 2018 | |||||
Balances, beginning, shares at Jun. 28, 2018 | 17,525,481 | ||||
Reverse recapitalization | $ 1,753 | (314,179) | $ (312,426) | ||
Reverse recapitalization, shares | 17,525,481 | ||||
Shares issued as officers' compensation | $ 400 | 219,600 | 220,000 | ||
Shares issued as officers' compensation, shares | 4,000,000 | ||||
Net income (loss) for the period | 42,465 | 42,465 | |||
Balances, ending at Dec. 31, 2018 | $ 2,153 | (94,579) | 42,465 | $ (49,961) | |
Balances, ending, shares at Dec. 31, 2018 | 21,525,481 | 21,525,481 | |||
Preferred shares issued for cash | $ 12 | 9,988 | $ 10,000 | ||
Preferred shares issued for cash, shares | 116,959 | ||||
Preferred shares issued as officer's compensation | $ 88 | 75,412 | 75,500 | ||
Preferred shares issued as officer's compensation, shares | 883,041 | ||||
Net income (loss) for the period | (227,342) | (227,342) | |||
Balances, ending at Dec. 31, 2019 | $ 100 | $ 2,153 | $ (9,179) | $ (184,877) | $ (191,803) |
Balances, ending, shares at Dec. 31, 2019 | 1,000,000 | 21,525,481 | 21,525,481 |
STATEMENTS OF CASHFLOW
STATEMENTS OF CASHFLOW - USD ($) | 6 Months Ended | 12 Months Ended |
Dec. 31, 2018 | Dec. 31, 2019 | |
Cash Flow from Operating Activities: | ||
Net Income (Loss) | $ 42,465 | $ (227,342) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Stock based compensation | 220,000 | 75,500 |
Gain on disposal of subsidiary company | (311,426) | |
Changes in working capital items: | ||
Accounts payable | 721 | (24) |
Accruals – related parties | 18,483 | 76,890 |
Net Cash Flow used in Operating Activities | (29,757) | (74,976) |
Net Cash Flow from Investing Activities | ||
Payment on disposal of subsidiary company | (1,000) | |
Net Cash Flow used in Investing Activities | (1,000) | |
Net Cash Flow used in Financing Activities | ||
Checks drawn in excess of bank balance | 400 | (400) |
Advances under note payable - related party | 30,357 | 65,620 |
Preferred stock issued for cash | 10,000 | |
Net Cash Flow from Financing Activities | 30,757 | 75,220 |
Net Change in Cash: | 244 | |
Beginning Cash: | ||
Ending Cash: | 244 | |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for tax | ||
Non Cash Financing Activities: | ||
Settlement of liabilities through disposal of subsidiary company | $ 312,426 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1. NATURE OF OPERATIONS Nature of Business Stratus Capital Corp., a Delaware corporation, (“Status Capital,” “the Company,” “We," "Us," or “Our’) is a publicly quoted real estate development company seeking to develop or redevelop residential, commercial or mixed used properties. History Stratus Capital was incorporated in Delaware on April 13, 2018. Effective June 28, 2018, following a corporate reorganization as described below (‘the Holding Company Reorganization” or ‘the reverse recapitalization”), Stratus Capital became the reorganized successor to Ashcroft Homes Corporation, a publicly quoted real estate company that ceased trading in 2004. Reorganization into a Holding Company Structure for Stratus Capital Corp., Inc., reorganization successor to Ashcroft Homes Corporation. In May 2018, Ashcroft Homes Corporation, a Colorado corporation, redomiciled to Delaware by merging with its wholly owned subsidiary, Ashcroft Homes Merger Co.(“ASHMC”), effective on June 15, 2018. Pursuant to the Delaware Holding Company formation statute, DGCL Section 251(g), ASHMC entered into an Agreement and Plan of Merger and Reorganization into a Holding Company with Stratus Capital Corp. (“Stratus Capital”) and Ashcroft Operations, Inc., (Ashcroft Operations, Inc.), wholly-owned subsidiaries of ASHMC, effective June 28, 2018. The Agreement and Plan of Merger and Reorganization into a Holding Company provided for the merger of ASHMC with and into Ashcroft Operations, Inc., with Ashcroft Operations, Inc. being the surviving corporation in the merger, as a subsidiary to Stratus Capital. ASHMC ceased to exist as an independent legal entity following its merger with Ashcroft Operations, Inc. The shareholders of ASHMC were converted, by the holding company reorganization, under the Agreement, to shareholders of Stratus Capital on a one for one basis pursuant to the Agreement and the Delaware Statute Sec. 251(g). Ashcroft Operations, Inc., the surviving company of the merger with ASHMC, became a wholly-owned subsidiary of Stratus Capital, the holding company. Stratus Capital became the parent holding company resulting under the Agreement, pursuant to Delaware General Corporation Law section 251(g), with its wholly owned subsidiary company, Ashcroft Operations, Inc., the surviving company of the merger with ASHMC. As a result of the Holding Company Reorganization, shareholders in publicly quoted ASHMC (formerly the shareholders of Ashcroft Homes Corporation as of the date of the reorganization) became shareholders in the publicly quoted Stratus Capital. Ashcroft Operations, Inc, being the direct successor by the merger with ASHMC., became a subsidiary company of Stratus Capital. Disposal of Ashcroft Operations, Inc. Effective June 29, 2018, Stratus Capital disposed of 100% of the issued share capital of its sole subsidiary company, Ashcroft Operations, Inc., to an unrelated third party for a $1,000 payment made to the purchaser to assume ownership of the subsidiary company with outstanding liabilities. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Going Concern [Abstract] | |
GOING CONCERN | NOTE 2. GOING CONCERN Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We have no income and had a shareholders’ deficit of $191,803 as of December 31, 2019. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America and have been consistently applied. The accompanying financial statement reflect the operations of Stratus Capital Corp., the sole surviving entity as a result of the reorganization and disposal activities described in Note 1, for the year ended December 31, 2019 and for the period from its inception on June 28, 2018 through December 31, 2018. The Company has selected December 31 as its financial year end. The Company has not earned any revenue to date. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of December 31, 2019 and 2018, our cash balance was $244 and $0, respectively. Related Party Transactions: A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 5, 6 and 9 below for details of related party transactions in the period presented. Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet. ROU assets represent the right to use an asset for the lease term and lease liability represent the obligation to make lease payment arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases doesn’t provide an implicit rate. We generally use the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized on a straight -line basis over lease term. Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, we as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation policy if the title is to eventually transfer to us. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”. Since June 28, 2018 (Inception), the only lease arrangement we have entered into is a month to month lease for a storage unit. At this lease has a term of less than 12 months, we have elected to adopt the exemption for short term leases and have no accounted for it as described above. Income Taxes: The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. Uncertain Tax Positions: We evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements. Revenue Recognition: In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers “Topic 606”). Topic 606 Topic 606 Topic 606 Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation More judgment and estimates are required under Topic 606 Topic 605, Revenue Recognition (“Topic 605”) In accordance with Topic 606 During the year ended December 31, 2019 and the period from June 28, 2018 (Inception) to December 31, 2018, we did not recognize any revenue. Advertising Costs: We expense advertising costs when advertisements occur. No advertising costs were incurred during the year ended December 31, 2019 or the period June 28, 2018 (Inception) to December 31, 2018 . Stock Based Compensation: The cost of equity instruments issued to non-employees in return for goods and services is measured by the fair value of the goods or services received or the measurement date fair value of the equity instruments issued, whichever is the more readily determinable, in accordance with ASC 505 Equity-Based Payments to Non-Employees ASC 718 Compensation - Stock Compensation Net Loss per Share Calculation: Basic earnings (loss) per common share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued or outstanding during the year ended December 31, 2019 or the period June 28, 2018 (Inception) to December 31, 2018 . Recently Accounting Pronouncements: We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements . |
GAIN ON DISPOSAL OF SUBSIDIARY
GAIN ON DISPOSAL OF SUBSIDIARY COMPANY | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued Operations and Disposal Groups [Abstract] | |
GAIN ON DISPOSAL OF SUBSIDIARY COMPANY | NOTE 4. GAIN ON DISPOSAL OF SUBSIDIARY COMPANY Effective June 28, 2018, we disposed of 100% of the issued and outstanding share capital of our subsidiary company, Ashcroft Operations, Inc. to an independent third party (the “Purchaser”). As of June 28, 2018, Ashcroft Operations, Inc. had no ongoing business or operations, no assets and liabilities totaling $312,426, $296,423 due under an IRS lien and $16,003 due to a related party. As an inducement for the Purchaser to acquire Ashcroft Operations, Inc. with outstanding net liabilities of $312,426, we paid the Purchaser $1,000. Accordingly, we recognized a net gain of $311,426 in respect of the disposal of the subsidiary company as Other Income in our statement of operations in the period June 28, 2018 (Inception) to December 31, 2018 . |
ACCRUALS - RELATED PARTIES
ACCRUALS - RELATED PARTIES | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUALS - RELATED PARTIES | NOTE 5. ACCRUALS - RELATED PARTIES As of December 31, 2019, a balance of $90,000 (2018-$18,000) accrued compensation was due to our current officers and directors and $5,373 (2018-$483) in accrued interest on the loan made to us by a partnership controlled by one of our directors and officers who is also our principal shareholder. |
NOTE PAYABLE - RELATED PARTY
NOTE PAYABLE - RELATED PARTY | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE - RELATED PARTY | NOTE 6. NOTE PAYABLE – RELATED PARTY During the year ended December 31, 2019, a partnership controlled by one of our directors and officers, who is also our principal shareholder, advanced to us $65,620 (2018 – $30,357) by way of a promissory note to finance our working capital requirements. The promissory note is unsecured, due on demand and bears interest at 8% per annum. As at December 31, 2019, the balance outstanding under the promissory note was $95,977 (2018 - $30,357.) |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7. INCOME TAXES On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affect fiscal 2018, including, but not limited to requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years. The Tax Act also establishes new tax laws that will affect 2018 and later years, including, but not limited to, a reduction of the U.S. federal corporate tax rate from 34% to 21%, a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries, net operating loss deduction limitations, a base erosion, anti-tax abuse tax and a deduction for foreign-derived intangible income and a new provision designed to tax global intangible low-taxed income. We did not provide any current or deferred US federal income tax provision or benefit for the year ended December 31, 2019 or the period June 28, 2018 (Inception) to December 31, 2018. When it is more likely than not, that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods. The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the year ended December 31, 2019 or the period June 28, 2018 (Inception) to December 31, 2018 as defined under ASC 740, "Accounting for Income Taxes." We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the accumulated deficit on the balance sheet. The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences for the periods presented are as follows: Year Ended December 31, 2019 Period from June 28, 2018 (Inception) to December 31, 2018 Statutory U.S. Federal Income Tax Rate 21 % 21 % State Income Taxes 5 % 5 % Change in Valuation Allowance (26 %) (26 %) Effective Income Tax Rate 0 % 0 % A reconciliation of the income taxes computed at the statutory rate is as follows: Year Ended Period from June 28, 2018 (Inception) to December 31, 2018 Tax credit (expense) at statutory rate (26%) $ 59,108 $ (11,041 ) Non taxable gain on sale of subsidiary company — 80,971 Increase in valuation allowance (59,108 ) (69,930 ) Net deferred tax assets $ — $ — As of December 31, 2019, the Company had a federal net operating loss carryforward of approximately $496,303 (2018-$268,961). The annual offset of this carryforward loss against any future taxable profits may be limited under the provisions of Internal Revenue Code Section 381 upon any future change(s) in control of the Company. Both the Period from June 28, 2018 (Inception) to December 31, 2018 and the year ended December 31, 2019 are still open for examination by the tax authorities. |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | NOTE 8. COMMITMENTS & CONTINGENCIES Legal Proceedings We were not subject to any legal proceedings during the year ended December 31, 2019 or the period June 28, 2018 (Inception) to December 31, 2018, and, to the best of our knowledge, no legal proceedings are pending or threatened. Contractual Obligations We rent a storage unit for $120 per month under a month to month agreement. Effective October 1, 2018, we entered into three-year employment agreements with two of our directors and officers. Each individual is entitled to a salary of $36,000 per year and bonuses and stock options to be determined and issued at a later date. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 9. SHAREHOLDERS’ DEFICIT Preferred Stock As of December 31, 2019, we were authorized to issue 9,000,000 (2018- 10,000,000) shares of preferred stock with a par value of $0.0001. 1,000,000 shares of Series A Preferred Stock were designated and issued effective January 17, 2019. No other series of preferred stock had been designated or issued at December 31, 2019. Series A Preferred Stock Effective January 17, 2019, we issued 1,000,000 shares of Series A Preferred Stock, valued by an independent third-party valuation firm using a market approach at $85,500, to one of our directors and officers who is also our principal shareholder, for cash consideration of $10,000 and services rendered of $75,500. The shares of Series A Preferred Stock carry super majority voting rights such that they can vote the equivalent of 60% of common stock at all times. The shares of Series A Preferred Stock have no dividend rights or liquidation preferences over our common stock. As of December 31, 2019, 1,000,000 (2018-0) shares of Series A Preferred Stock were issued and outstanding. Common Stock As of December 31, 2019, we were authorized to issue 25,000,000 shares of common stock with a par value of $0.0001. As of June 28, 2018, the effective date of the reverse recapitalization, 17,525,481 shares of common stock were issued and outstanding in our predecessor company with a total par value of $1,753 and negative balance of additional paid in capital totaling $(314,179). Effective September 30, 2018, we issued 4,000,000 shares of common stock as compensation to two of our directors and officers. We valued this stock issuance at $220,000 based on the share price of $0.055 as of the grant date. No shares of common stock were issued during the year ended December 31, 2019. As of December 31, 2019, 21,525,481 shares of common stock were issued and outstanding. Stock Options We have an incentive stock option plan, which provides for the granting by the Board of Directors of stock options to directors and officers for the purchase of authorized but unissued common shares. No stock options were issued or outstanding during the year ended December 31, 2019 or the period from June 28, 2018 (Inception) to December 31, 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events after December 31, 2019, in accordance with FASB ASC 855 Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America and have been consistently applied. The accompanying financial statement reflect the operations of Stratus Capital Corp., the sole surviving entity as a result of the reorganization and disposal activities described in Note 1, for the year ended December 31, 2019 and for the period from its inception on June 28, 2018 through December 31, 2018. The Company has selected December 31 as its financial year end. The Company has not earned any revenue to date. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of December 31, 2019 and 2018, our cash balance was $244 and $0, respectively. |
Related Party Transactions | Related Party Transactions: A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 5, 6 and 9 below for details of related party transactions in the period presented. |
Leases | Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet. ROU assets represent the right to use an asset for the lease term and lease liability represent the obligation to make lease payment arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases doesn’t provide an implicit rate. We generally use the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating ROU asset also includes any lease payments made and exclude lease incentives. Lease expense for lease payment is recognized on a straight -line basis over lease term. Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, we as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation policy if the title is to eventually transfer to us. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”. Since June 28, 2018 (Inception), the only lease arrangement we have entered into is a month to month lease for a storage unit. At this lease has a term of less than 12 months, we have elected to adopt the exemption for short term leases and have no accounted for it as described above. |
Income Taxes | Income Taxes: The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. |
Uncertain Tax Positions | Uncertain Tax Positions: We evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements. |
Revenue Recognition | Revenue Recognition: In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers “Topic 606”). Topic 606 Topic 606 Topic 606 Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation More judgment and estimates are required under Topic 606 Topic 605, Revenue Recognition (“Topic 605”) In accordance with Topic 606 During the year ended December 31, 2019 and the period from June 28, 2018 (Inception) to December 31, 2018, we did not recognize any revenue. |
Advertising Costs | Advertising Costs: We expense advertising costs when advertisements occur. No advertising costs were incurred during the year ended December 31, 2019 or the period June 28, 2018 (Inception) to December 31, 2018 . |
Stock Based Compensation | Stock Based Compensation: The cost of equity instruments issued to non-employees in return for goods and services is measured by the fair value of the goods or services received or the measurement date fair value of the equity instruments issued, whichever is the more readily determinable, in accordance with ASC 505 Equity-Based Payments to Non-Employees ASC 718 Compensation - Stock Compensation |
Net Loss per Share Calculation | Net Loss per Share Calculation: Basic earnings (loss) per common share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive debt or equity instruments were issued or outstanding during the year ended December 31, 2019 or the period June 28, 2018 (Inception) to December 31, 2018 . |
Recently Accounting Pronouncements | Recently Accounting Pronouncements: We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements . |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Sources and Tax Effects of Differences for Periods | The sources and tax effects of the differences for the periods presented are as follows: Year Ended December 31, 2019 Period from June 28, 2018 (Inception) to December 31, 2018 Statutory U.S. Federal Income Tax Rate 21 % 21 % State Income Taxes 5 % 5 % Change in Valuation Allowance (26 %) (26 %) Effective Income Tax Rate 0 % 0 % |
Schedule of Reconciliation of Income Taxes | A reconciliation of the income taxes computed at the statutory rate is as follows: Year Ended Period from June 28, 2018 (Inception) to December 31, 2018 Tax credit (expense) at statutory rate (26%) $ 59,108 $ (11,041 ) Non taxable gain on sale of subsidiary company — 80,971 Increase in valuation allowance (59,108 ) (69,930 ) Net deferred tax assets $ — $ — |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) - Ashcroft Operations, Inc [Member] | 1 Months Ended |
Jun. 28, 2018USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Percentage of disopsed of issued share capital of subsidiary | 100.00% |
Payment made to purchaser of outsanding liabilities | $ 1,000 |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 28, 2018 |
Disclosure of Going Concern [Abstract] | |||
Shareholders' Deficit | $ 191,803 | $ 49,961 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 28, 2018 |
Accounting Policies [Abstract] | |||
Cash and Cash Equivalents | $ 244 |
GAIN ON DISPOSAL OF SUBSIDIAR_2
GAIN ON DISPOSAL OF SUBSIDIARY COMPANY (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 28, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on sale of subsidiary company | $ (311,426) | ||
Ashcroft Operations, Inc [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Percentage of disopsed of issued share capital of subsidiary | 100.00% | ||
Disposed Liabilities | $ 312,426 | ||
Due to related party | 16,003 | ||
Payment made to purchaser of outsanding liabilities | 1,000 | ||
Ashcroft Operations, Inc [Member] | IRS lien [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Disposed Liabilities | $ 296,423 |
ACCRUALS - RELATED PARTIES (Det
ACCRUALS - RELATED PARTIES (Details) - Officers and Directors [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Accrued compensation | $ 90,000 | $ 18,000 |
Accrued interest | $ 5,373 | $ 483 |
NOTE PAYABLE - RELATED PARTY (D
NOTE PAYABLE - RELATED PARTY (Details) - Promissory Note [Member] - Directors and Officers [Member] - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Debt instrument face amount | $ 65,620 | $ 30,357 |
Debt instrument bears interest rate | 8.00% | |
Debt instrument outstanding balance | $ 95,977 | $ 30,357 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Percentage of statutory rate | 26.00% | |
Net operating loss carryforward | $ 496,303 | $ 268,961 |
Corporate tax rate | 21.00% | 21.00% |
INCOME TAXES (Schedule of Sourc
INCOME TAXES (Schedule of Sources and Tax Effects of Differences for Periods) (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. Federal Income Tax Rate | 21.00% | 21.00% |
State Income Taxes | 5.00% | 5.00% |
Change in Valuation Allowance | (26.00%) | (26.00%) |
Effective Income Tax Rate | 0.00% | 0.00% |
INCOME TAXES (Schedule of Recon
INCOME TAXES (Schedule of Reconciliation of Income Taxes) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Tax credit (expense) at statutory rate (26%) | $ 59,108 | $ (11,041) |
Non taxable gain on sale of subsidiary company | 80,971 | |
Increase in valuation allowance | (59,108) | (69,930) |
Net deferred tax assets |
COMMITMENTS & CONTINGENCIES (De
COMMITMENTS & CONTINGENCIES (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Rent paid per month | $ 120 |
Directors and Officers [Member] | |
Employment agreement term | 3 years |
Amount of Salary per year | $ 36,000 |
SHAREHOLDERS' DEFICIT (Details)
SHAREHOLDERS' DEFICIT (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 17, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2019 | Jun. 28, 2018 | |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | |||
Preferred Stock Authorized | 9,000,000 | 9,000,000 | |||
Preferred Stock Issued | 0 | 0 | |||
Preferred Stock Outstanding | 0 | 0 | |||
Cash consideration | $ 10,000 | ||||
Shares issued as officers' compensation | $ 220,000 | ||||
Additional paid in capital | $ (94,579) | $ (9,179) | $ (314,179) | ||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 1,753 | ||
Common Stock Authorized | 25,000,000 | 25,000,000 | |||
Common Stock Issued | 21,525,481 | 21,525,481 | 17,525,481 | ||
Common Stock Outstanding | 21,525,481 | 21,525,481 | 17,525,481 | ||
Directors and Officers [Member] | |||||
Shares issued as officers' compensation | $ 220,000 | ||||
Shares issued as officers' compensation, shares | 4,000,000 | ||||
Per Share price | $ 0.055 | ||||
Series A Preferred Stock [Member] | |||||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | |||
Preferred Stock Authorized | 1,000,000 | 1,000,000 | |||
Preferred Stock Issued | 0 | 1,000,000 | |||
Preferred Stock Outstanding | 0 | 1,000,000 | |||
Percentage of preferred stock voting rights | 60% | ||||
Series A Preferred Stock [Member] | Directors and Officers [Member] | |||||
Preferred Stock Issued | 1,000,000 | ||||
Valuation of preferred shares issued | $ 85,500 | ||||
Cash consideration | 10,000 | ||||
Shares issued as officers' compensation | $ 75,500 |