Stratus Capital (SRUS) Form 5 STRATUS CAPITAL / RICHARD O DEAN ownership change

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

X

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DEAN RICHARD O

(Last) (First) (Middle)

8480 EAST ORCHARD RD., SUITE 1100

(Street)

GREENWOOD VILLAGE CO 80111

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STRATUS CAPITAL CORP [ SRUS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Former CEO, Pres. & Chairman

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	06/28/2018		J/K5	4,471,330	A	(2)	4,471,330	D
Common Stock	06/28/2018		J/K5	2,017,271	A	(2)	2,017,271	I	Through Spouse
Common Stock	09/30/2018		J5	2,500,000	A	$0.055(4)	6,971,330	D
Series A Preferred Stock	01/17/2019		J5	675,000	A	(3)	675,000	D
Series A Preferred Stock	01/17/2019		J5	325,000	A	(3)	325,000	I	Through Spouse
Common Stock	10/28/2020		U4	5,971,330	D	(1)	1,000,000	D
Common Stock	10/28/2020		U4	2,017,271	D	(1)	0	I	Through Spouse
Series A Preferred Stock	10/28/2020		U4	675,000	D	(1)	0	D
Series A Preferred Stock	10/28/2020		U4	325,000	D	(1)	0	I	Through Spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Willamette Group Trust (beneficially Pedro C. Gonzalez, Trustee) acquired the shares for $75,000 in cash, due January 15, 2021 and $75,000 in an 8% secured promissory note due March 31, 2021, with the securities pledged as collateral. As additional consideration, Mr. Gonzalez agreed to personally guarantee the existing promissory note between the Deans and Stratus Capital Corp., with an anticipated repayment date of March 31, 2021. On October 25, 2020, Mr. Dean resigned as CEO, President, and Chairman of the Board but remains a director on the Board of Directors. Mr. Gonzalez was appointed CEO and is also a director.

2. 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. Richard Dean (4,471,330) and Reagan Dean (2,017,271) were originally shareholders of Ashcroft Homes Corporation that received shares of Stratus Capital Corp. in exchange.

3. Effective January 17, 2019, Stratus Capital Corp. issued 1,000,000 shares of Series A Super Majority Voting Preferred Stock for cash consideration of $10,000 and compensation for services totaling $75,500 to Richard and Reagan Dean. Series A Preferred can vote equivalent of 60% of common stock at all times. The stock was valued using a market approach at $85,500 by an independent valuation firm.

4. Effective September 30, 2018, Stratus Capital Corp. issued 2,500,000 shares of common stock as compensation (valued at $137,500) to Mr. Dean as a director and officer of the Issuer.

	/s/ Richard O. Dean	11/11/2020
	** Signature of Reporting Person	Date
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