Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 14, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-56093 | |
Entity Registrant Name | STRATUS CAPITAL CORP | |
Entity Central Index Key | 0001761540 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
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 Common Stock, Shares Outstanding | 21,525,481 |
CONDENSED UNAUDITED BALANCE SHE
CONDENSED UNAUDITED BALANCE SHEETS - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and Cash Equivalents | $ 356 | $ 244 |
Prepaid Expenses | 4,875 | |
Total Current Assets | 5,231 | 244 |
Total Assets | 5,231 | 244 |
Current Liabilities | ||
Accounts Payable | 2,224 | 697 |
Accruals - Related Parties | 156,630 | 95,373 |
Note Payable - Related Party | 143,710 | 95,977 |
Total Current Liabilities | 302,564 | 192,047 |
Total Liabilities | 302,564 | 192,047 |
Commitments and Contingencies (Note 7) | ||
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) | (9,179) |
Accumulated Deficit | (290,407) | (184,877) |
Total Shareholders' Deficit | (297,333) | (191,803) |
Total Liabilities and Shareholders' Deficit | 5,231 | 244 |
Series A Preferred Stock [Member] | ||
Shareholders' Deficit | ||
Preferred Stock | $ 100 | $ 100 |
CONDENSED UNAUDITED BALANCE S_2
CONDENSED UNAUDITED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
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 |
Common Stock Authorized | 25,000,000 | 25,000,000 |
Common Stock Issued | 21,525,481 | 21,525,481 |
Common Stock Outstanding | 21,525,481 | 21,525,481 |
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 | 1,000,000 |
Preferred Stock Outstanding | 1,000,000 | 1,000,000 |
CONDENSED UNAUDITED STATEMENTS
CONDENSED UNAUDITED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
REVENUE | ||||
EXPENSES | ||||
General and administrative expenses | 30,106 | 38,493 | 98,274 | 192,257 |
Total Expenses | 30,106 | 38,493 | 98,274 | 192,257 |
OPERATING LOSS | (30,106) | (38,493) | (98,274) | (192,257) |
OTHER INCOME (EXPENSE) | ||||
Interest - related party | (2,836) | (1,412) | (7,256) | (3,026) |
INCOME (LOSS) BEFORE TAXES | (32,942) | (39,905) | (105,530) | (195,283) |
TAXES | ||||
NET INCOME (LOSS) | $ (32,942) | $ (39,905) | $ (105,530) | $ (195,283) |
Net Income (Loss) per Common Share: Basic and Diluted | $ 0 | $ 0 | $ 0 | $ (0.01) |
Weighted Average Common Shares Outstanding: Basic and Diluted | 21,525,481 | 21,525,481 | 21,525,481 | 21,525,481 |
CONDENSED UNAUDITED STATEMENT_2
CONDENSED UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Preferred Shares [Member] | Common Shares [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balances, beginning at Dec. 31, 2018 | $ 2,153 | $ (94,579) | $ 42,465 | $ (49,961) | |
Balances, beginning, shares at Dec. 31, 2018 | 21,525,481 | ||||
Issuance of preferred shares for cash | $ 12 | 9,988 | 10,000 | ||
Issuance of preferred shares for cash, shares | 116,959 | ||||
Issuance of preferred shares for services | $ 88 | 75,412 | 75,500 | ||
Issuance of preferred shares for services, shares | 883,041 | ||||
Net loss for the quarter | (112,186) | (112,186) | |||
Balances, ending at Mar. 31, 2019 | $ 100 | $ 2,153 | (9,179) | (69,721) | (76,647) |
Balances, ending, shares at Mar. 31, 2019 | 1,000,000 | 21,525,481 | |||
Balances, beginning at Dec. 31, 2018 | $ 2,153 | (94,579) | 42,465 | (49,961) | |
Balances, beginning, shares at Dec. 31, 2018 | 21,525,481 | ||||
Net loss for the quarter | (195,283) | ||||
Balances, ending at Sep. 30, 2019 | $ 100 | $ 2,153 | (9,179) | (152,818) | (159,744) |
Balances, ending, shares at Sep. 30, 2019 | 1,000,000 | 21,525,481 | |||
Balances, beginning at Mar. 31, 2019 | $ 100 | $ 2,153 | (9,179) | (69,721) | (76,647) |
Balances, beginning, shares at Mar. 31, 2019 | 1,000,000 | 21,525,481 | |||
Net loss for the quarter | (43,192) | (43,192) | |||
Balances, ending at Jun. 30, 2019 | $ 100 | $ 2,153 | (9,179) | (112,913) | (119,839) |
Balances, ending, shares at Jun. 30, 2019 | 1,000,000 | 21,525,481 | |||
Net loss for the quarter | (39,905) | (39,905) | |||
Balances, ending at Sep. 30, 2019 | $ 100 | $ 2,153 | (9,179) | (152,818) | (159,744) |
Balances, ending, shares at Sep. 30, 2019 | 1,000,000 | 21,525,481 | |||
Balances, beginning at Dec. 31, 2019 | $ 100 | $ 2,153 | (9,179) | (184,877) | $ (191,803) |
Balances, beginning, shares at Dec. 31, 2019 | 1,000,000 | 21,525,481 | 21,525,481 | ||
Net loss for the quarter | (36,823) | $ (36,823) | |||
Balances, ending at Mar. 31, 2020 | $ 100 | $ 2,153 | (9,179) | (221,700) | (228,626) |
Balances, ending, shares at Mar. 31, 2020 | 1,000,000 | 21,525,481 | |||
Balances, beginning at Dec. 31, 2019 | $ 100 | $ 2,153 | (9,179) | (184,877) | $ (191,803) |
Balances, beginning, shares at Dec. 31, 2019 | 1,000,000 | 21,525,481 | 21,525,481 | ||
Net loss for the quarter | $ (105,530) | ||||
Balances, ending at Sep. 30, 2020 | $ 100 | $ 2,153 | (9,179) | (290,407) | $ (297,333) |
Balances, ending, shares at Sep. 30, 2020 | 1,000,000 | 21,525,481 | 21,525,481 | ||
Balances, beginning at Mar. 31, 2020 | $ 100 | $ 2,153 | (9,179) | (221,700) | $ (228,626) |
Balances, beginning, shares at Mar. 31, 2020 | 1,000,000 | 21,525,481 | |||
Net loss for the quarter | (35,765) | (35,765) | |||
Balances, ending at Jun. 30, 2020 | $ 100 | $ 2,153 | (9,179) | (257,465) | (264,391) |
Balances, ending, shares at Jun. 30, 2020 | 1,000,000 | 21,525,481 | |||
Net loss for the quarter | (32,942) | (32,942) | |||
Balances, ending at Sep. 30, 2020 | $ 100 | $ 2,153 | $ (9,179) | $ (290,407) | $ (297,333) |
Balances, ending, shares at Sep. 30, 2020 | 1,000,000 | 21,525,481 | 21,525,481 |
CONDENSED UNAUDITED STATEMENT_3
CONDENSED UNAUDITED STATEMENTS OF CASHFLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities: | ||
Net Income (Loss) | $ (105,530) | $ (195,283) |
Adjustments to reconcile net income (loss) to net cash from operating activities | ||
Preferred stock issued as compensation | 75,500 | |
Changes in working capital items: | ||
Prepaid expenses | (4,875) | |
Accounts payable | 1,527 | 5,665 |
Accruals - related parties | 61,257 | 57,027 |
Net Cash Flows Used in Operating Activities | (47,621) | (57,091) |
Net Cash Flows from Financing Activities | ||
Checks drawn in excess of bank balance | (400) | |
Advances under note payable - related party | 47,733 | 49,858 |
Preferred stock issued for cash | 10,000 | |
Net Cash Flows Provided by Financing Activities | 47,733 | 59,458 |
Net Change in Cash: | 112 | 2,367 |
Beginning Cash: | 244 | |
Ending Cash: | 356 | 2,367 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for income taxes |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended |
Sep. 30, 2020 | |
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, (“Stratus Capital,” “the Company,” “We," "Us," or “Our”) is a publicly quoted real estate development company seeking to develop or redevelop residential, commercial or mixed-use properties. History Stratus Capital was incorporated in Delaware on April 13, 2018. Effective June 28, 2018 (the Company’s deemed date of inception), following a corporate reorganization pursuant to a reverse recapitalization, Stratus Capital became the reorganized successor to Ashcroft Homes Corporation, a publicly quoted real estate company that ceased trading in 2004. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2020 | |
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 (“GAAP”) 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 ongoing business or income and for the nine-month period ended September 30, 2020 incurred a loss of $105,530 and had an accumulated deficit of $290,407 as of September 30, 2020. 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. We have not commenced operations as yet and consequently have not been directly impacted by the Covid-19 outbreak at this time. However, the detrimental effect of the Covid-19 outbreak on the economy as a whole may have a detrimental impact on our ability to raise funding and commence operations for the foreseeable future. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
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 GAAP and have been consistently applied. The Company has selected December 31 as its financial year end. The Company has not earned any revenue to date. Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2020 and for the related periods presented, have been included. The results for the nine-month periods ended September 30, 2020 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the year ended December 31, 2019 filed in our Form 10-K on April 15, 2020. Use of Estimates The preparation of financial statements in conformity with 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 a maturity of three months or less are considered to be cash equivalents. As of September 30, 2020 and December 31, 2019 our cash balances were $356 and $244, respectively. Fair Value Measurements: ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. Our financial instruments consist of our cash, prepaid expenses, accounts payable, accrued expenses - related parties and note payable – related party. The carrying amount of our prepaid expenses, accounts payable, accrued expenses- related parties and note payable – related party approximates their fair values because of the short-term maturities of these instruments 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 8 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 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. Since June 28, 2018 (Inception), the only lease arrangement we have entered into is a month-to-month lease for a storage unit. This lease has a term of less than 12 months, so we have elected to adopt the exemption for short-term leases and have not 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: Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: 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 Service revenues are recognized as the services are performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration has been exchanged and title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams. During the nine-month periods ended September 30, 2020 and 2019, we did not recognize any revenue. Advertising Costs: We expense advertising costs when advertisements occur. No advertising costs were incurred during the nine-month periods ended September 30, 2020 and 2019. 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 equity instruments issued in accordance with ASC 718, “Compensation - Stock Compensation.” Measurement date for non-employees is the grant date of the stock-based compensation. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued. 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 nine-month periods ended September 30, 2020 and 2019. 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. |
PREPAID EXPENSES
PREPAID EXPENSES | 9 Months Ended |
Sep. 30, 2020 | |
Prepaid Expense, Current [Abstract] | |
PREPAID EXPENSES | NOTE 4. PREPAID EXPENSES As of September 30, 2020 and December 31, 2019, the balance of prepayments and deposits was $4,875 and $0, respectively, which related to the annual disclosure and news service subscription for OTC Markets which is being amortized monthly over the course of the year commencing July 1, 2020. |
ACCRUED EXPENSES - RELATED PART
ACCRUED EXPENSES - RELATED PARTIES | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES - RELATED PARTIES | NOTE 5. ACCRUED EXPENSES - RELATED PARTIES As of September 30, 2020 and December 31, 2019, balances of $142,000 and $90,000, respectively, in accrued compensation were due to our current officers and directors. Further, $12,630 and $5,373, respectively, in accrued interest was accrued in respect of the loan made to us by a partnership controlled by one of our directors and officers who is also our principal shareholder (Note 6). |
NOTE PAYABLE - RELATED PARTY
NOTE PAYABLE - RELATED PARTY | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE - RELATED PARTY | NOTE 6. NOTE PAYABLE – RELATED PARTY During the nine-month periods ended September 30, 2020 and 2019, a partnership controlled by one of our directors and officers, who is also our principal shareholder, advanced to us $47,733 and $49,858, respectively, 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 of September 30, 2020 and December 31, 2019, the balance outstanding under the promissory note was $143,710 and $95,977, respectively. As further discussed on Note 9 Subsequent Events |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | NOTE 7. COMMITMENTS & CONTINGENCIES Legal Proceedings We were not subject to any legal proceedings during the nine-month periods ended September 30, 2020 or 2019, and, to the best of our knowledge, no legal proceedings are pending or threatened. Contractual Obligations We rent a storage unit under a month to month agreement. We initially were paying $120 per month, but in April we downsized our unit and now only pay $87 per month. 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. As further discussed in Note 9. Subsequent Events |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 8. SHAREHOLDERS’ DEFICIT Preferred Stock As of September 30, 2020 and December 31, 2019, we were authorized to issue 9,000,000 shares of preferred stock with a par value of $0.0001. 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 September 30, 2020 and December 31, 2019, 1,000,000 shares of Series A Preferred Stock were issued and outstanding. Apart from Series A Preferred Stock described above, no other series of preferred stock had been designated or issued at September 30, 2020. Common Stock The Company is authorized to issue 25,000,000 shares of common stock with a par value of $0.0001. As of September 30, 2020 and 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 have been granted under this plan since its inception. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events after September 30, 2020, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined there have been no subsequent events for which disclosure is required other than as disclosed below: Amendment to Mr. Dean’s Employment Agreement Effective October 1, 2020, we mutually agreed with Mr. Dean, our principal shareholder, a director and our Chief Executive Officer, that no further accrual for compensation would be made in respect of his employment contract. Securities Purchase Agreement Effective October 28, 2020, our current principal shareholder, director and Chief Executive Officer, Mr. Richard Dean, together with his wife Reagan Dean (together the “Seller”) entered into an agreement to sell 7,988,601 shares of the Company’s common stock and 1,000,000 shares of the Company’s preferred stock to Willamette Group Trust (“WGT), a trust controlled by Mr. Peter Gonzalez, our President, director and Chief Financial Officer, for a purchase consideration of $150,000. The purchase consideration will comprise a cash payment of $75,000 to be made by January 15, 2021 and a secured promissory note, bearing interest at 8%, for the balance of $75,000 to be paid by March 31, 2021.The shares in question will be delivered to WGT concurrent with the delivery of the initial cash purchase price of $75,000 described above. Further under this agreement, the current outstanding loan of approximately $143,000 due to a partnership controlled by the Seller is to be repaid in full on or before March 31, 2020 and Mr. Gonzalez entered into a personal guarantee for repayment of the promissory note Mr. Richard Dean will retain ownership of 1,000,000 shares of the Company’s common stock. Staff Appointments and Equity Compensation The Company has entered into the following agreements that commence effective December 1, 2020: Mr. Gonzalez, one of our directors, our President and Chief Financial Officer, will be issued 60,000 shares of common stock as compensation. Mr. John Page and Ms. Mary Helen Cobb will be appointed as officers of the Company. Mr. Page will receive as compensation an initial issuance of 120,000 shares of our common stock, followed by further annual compensation of 120,000 share of our common stock issued on a semi-annual basis in arrears. Ms. Cobb will receive as compensation an initial issuance of 60,000 shares of our common stock, followed by a further annual compensation of 60,000 share of our common stock issued on a semi-annual basis in arrears. A further 4 individuals have been retained as consultants to the Company in various capacities The total combined compensation for all 4 individuals will be an initial issuance of 168,000 shares of our common stock, followed by a further annual compensation of 144,000 share of our common stock issued on a semi-annual basis in arrears. Additionally, a further 4 individuals have been retained as consultants to the Company in various capacities and will each receive issuances totaling 66,000 shares of our common stock as compensation. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
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 GAAP and have been consistently applied. The Company has selected December 31 as its financial year end. The Company has not earned any revenue to date. |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2020 and for the related periods presented, have been included. The results for the nine-month periods ended September 30, 2020 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the year ended December 31, 2019 filed in our Form 10-K on April 15, 2020. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 a maturity of three months or less are considered to be cash equivalents. As of September 30, 2020 and December 31, 2019 our cash balances were $356 and $244, respectively. |
Fair Value Measurements | Fair Value Measurements: ASC Topic 820, Fair Value Measurements and Disclosures ("ASC 820"), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights. Our financial instruments consist of our cash, prepaid expenses, accounts payable, accrued expenses - related parties and note payable – related party. The carrying amount of our prepaid expenses, accounts payable, accrued expenses- related parties and note payable – related party approximates their fair values because of the short-term maturities of these instruments |
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 8 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 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. Since June 28, 2018 (Inception), the only lease arrangement we have entered into is a month-to-month lease for a storage unit. This lease has a term of less than 12 months, so we have elected to adopt the exemption for short-term leases and have not 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: Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: 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 Service revenues are recognized as the services are performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration has been exchanged and title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams. During the nine-month periods ended September 30, 2020 and 2019, we did not recognize any revenue. |
Advertising Costs | Advertising Costs: We expense advertising costs when advertisements occur. No advertising costs were incurred during the nine-month periods ended September 30, 2020 and 2019. |
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 equity instruments issued in accordance with ASC 718, “Compensation - Stock Compensation.” Measurement date for non-employees is the grant date of the stock-based compensation. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued. |
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 nine-month periods ended September 30, 2020 and 2019. |
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. |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Disclosure of Going Concern [Abstract] | |||||||||
Net Income (Loss) | $ 32,942 | $ 35,765 | $ 36,823 | $ 39,905 | $ 43,192 | $ 112,186 | $ 105,530 | $ 195,283 | |
Accumulated Deficit | $ 290,407 | $ 290,407 | $ 184,877 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and Cash Equivalents | $ 356 | $ 244 | $ 2,367 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Prepaid Expense, Current [Abstract] | ||
Prepayments and deposits | $ 4,875 |
ACCRUED EXPENSES - RELATED PA_2
ACCRUED EXPENSES - RELATED PARTIES (Details) - Officers and Directors [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Accrued compensation | $ 142,000 | $ 90,000 |
Accrued interest | $ 12,630 | $ 5,373 |
NOTE PAYABLE - RELATED PARTY (D
NOTE PAYABLE - RELATED PARTY (Details) - Promissory Note [Member] - Directors and Officers [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Debt Instrument [Line Items] | |||
Debt instrument face amount | $ 47,733 | $ 49,858 | |
Debt instrument bears interest rate | 8.00% | ||
Debt instrument outstanding balance | $ 143,710 | $ 95,977 |
COMMITMENTS & CONTINGENCIES (De
COMMITMENTS & CONTINGENCIES (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Apr. 30, 2020 | Sep. 30, 2020 | |
Rent paid per month | $ 120 | |
Minimum [Member] | ||
Rent paid per month | $ 87 | |
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 | 9 Months Ended | ||
Jan. 17, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||
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 | |||
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | ||
Common Stock Authorized | 25,000,000 | 25,000,000 | ||
Common Stock Issued | 21,525,481 | 21,525,481 | ||
Common Stock Outstanding | 21,525,481 | 21,525,481 | ||
Series A Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | ||
Preferred Stock Authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock Issued | 1,000,000 | 1,000,000 | ||
Preferred Stock Outstanding | 1,000,000 | 1,000,000 | ||
Percentage of preferred stock voting rights | 60% | |||
Series A Preferred Stock [Member] | Directors and Officers [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred Stock Issued | 1,000,000 | |||
Valuation of preferred shares issued | $ 85,500 | |||
Cash consideration | 10,000 | |||
Shares issued as officers' compensation | $ 75,500 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($) | Jan. 15, 2021 | Dec. 01, 2020 | Mar. 31, 2021 | Oct. 28, 2020 |
Richard Dean with his wife Reagan Dean [Member] | Willamette Group Trust [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares sold | 7,988,601 | |||
Number of shares sold, value | $ 150,000 | |||
Cash payment | $ 75,000 | |||
Interest rate | 8.00% | |||
Secured promissory note | $ 75,000 | |||
Initial cash purchase price | 75,000 | |||
Current outstanding loan | $ 143,000 | |||
Number of shares retain in ownership | 1,000,000 | |||
Richard Dean with his wife Reagan Dean [Member] | Willamette Group Trust [Member] | Preferred Shares [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares sold | 1,000,000 | |||
Mr. Gonzalez [Member] | ||||
Subsequent Event [Line Items] | ||||
Shares issued for compensation | 60,000 | |||
Mr. Page [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares received for compensation | 120,000 | |||
Number of shares received for compensation annually | 120,000 | |||
Mr. Cobb [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares received for compensation | 60,000 | |||
Number of shares received for compensation annually | 60,000 | |||
4 individuals as consultants [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares received for compensation | 168,000 | |||
Number of shares received for compensation annually | 144,000 | |||
4 individuals as consultants additionally [Member] | ||||
Subsequent Event [Line Items] | ||||
Number of shares received for compensation | 66,000 |