Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 31, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
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 | false | ||
Entity Ex Transition Period | false | ||
Entity Incorporation State Country Code | DE | ||
Entity Public Float | $ 174,598 | ||
Entity Common Stock, Shares Outstanding | 21,525,481 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and Cash Equivalents | $ 39 | $ 244 |
Prepaid Expenses | 3,250 | |
Total Current Assets | 3,289 | 244 |
Total Assets | 3,289 | 244 |
Current Liabilities | ||
Accounts Payable | 4,773 | 697 |
Accruals - Related Parties | 165,630 | 95,373 |
Note Payable - Related Party | 158,874 | 95,977 |
Total Current Liabilities | 329,277 | 192,047 |
Total Liabilities | 329,277 | 192,047 |
Commitments and Contingencies (Note 8) | ||
Shareholders' Deficit | ||
Preferred Stock | ||
Common Stock, $0.0001 par value, 25,000,000 shares authorized, 21,525,481 shares issued and outstanding | 2,153 | 2,153 |
Additional Paid-In Capital | (9,179) | (9,179) |
Retained Deficit | (319,062) | (184,877) |
Total Shareholders' Deficit | (325,988) | (191,803) |
Total Liabilities and Shareholders' Deficit | 3,289 | 244 |
Series A Preferred Stock [Member] | ||
Shareholders' Deficit | ||
Preferred Stock | 100 | 100 |
Series B Preferred Stock [Member] | ||
Shareholders' Deficit | ||
Preferred Stock |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | |
Preferred Stock Authorized | 4,000,000 | 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 | 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 | |
Series B Preferred Stock [Member] | |||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | |
Preferred Stock Authorized | 5,000,000 | 5,000,000 | |
Preferred Stock Issued | 0 | 0 | |
Preferred Stock Outstanding | 0 | 0 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
REVENUE | ||
OPERATING EXPENSES | ||
General and administrative expenses | 126,928 | 222,452 |
Total Operating Expenses | 126,928 | 222,452 |
OPERATING LOSS | (126,928) | (222,452) |
OTHER INCOME (EXPENSE) | ||
Interest - related party | (7,257) | (4,890) |
Total Other Income (Expense) | (7,257) | (4,890) |
INCOME (LOSS) BEFORE TAXES | (134,185) | (227,342) |
TAXES | ||
NET INCOME (LOSS) | $ (134,185) | $ (227,342) |
Net Income (Loss) per Common Share: Basic and Diluted | $ (0.01) | $ (0.01) |
Weighted Average Common Shares Outstanding: Basic and Diluted | 21,525,481 | 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 Dec. 31, 2018 | $ 2,153 | $ (94,579) | $ 42,465 | $ (49,961) | |
Balances, beginning, 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 loss for the year | (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 | ||
Net loss for the year | (134,185) | $ (134,185) | |||
Balances, ending at Dec. 31, 2020 | $ 100 | $ 2,153 | $ (9,179) | $ (319,062) | $ (325,988) |
Balances, ending, shares at Dec. 31, 2020 | 1,000,000 | 21,525,481 | 21,525,481 |
STATEMENTS OF CASHFLOW
STATEMENTS OF CASHFLOW - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flow from Operating Activities: | ||
Net Income (Loss) | $ (134,185) | $ (227,342) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Stock based compensation | 75,500 | |
Changes in working capital items: | ||
Prepaid expenses | (3,250) | |
Accounts payable | 4,076 | (24) |
Accruals – related parties | 70,257 | 76,890 |
Net Cash Flow used in Operating Activities | (63,102) | (74,976) |
Net Cash Flow from Financing Activities | ||
Checks drawn in excess of bank balance | (400) | |
Advances under note payable - related party | 62,897 | 65,620 |
Preferred stock issued for cash | 10,000 | |
Net Cash Flow from Financing Activities | 62,897 | 75,220 |
Net Change in Cash: | (205) | 244 |
Beginning Cash: | 244 | |
Ending Cash: | 39 | 244 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for tax |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1. NATURE OF OPERATIONS Nature of Business Stratus Capital Corporation., 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 (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. Impact of COVID-19 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. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2020 incurred a loss of $134,185 and had an accumulated deficit of $319,062 as of December 31, 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 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. 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 December 31, 2020 and 2019, our cash balances were $39 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 was a month-to-month lease for a storage unit. This lease had a term of less than 12 months, so we elected to adopt the exemption for short-term leases and have not accounted for it as described above. Effective January 2021 we are no longer renting a storage unit. 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 years ended December 31, 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 years ended December 31, 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 years ended December 31, 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 | 12 Months Ended |
Dec. 31, 2020 | |
Prepaid Expense, Current [Abstract] | |
PREPAID EXPENSES | NOTE 4. PREPAID EXPENSES As of December 31, 2020 and 2019, the balance of prepaid expenses was $3,250 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. |
ACCRUALS - RELATED PARTIES
ACCRUALS - RELATED PARTIES | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
ACCRUALS - RELATED PARTIES | NOTE 5. ACCRUALS - RELATED PARTIES As of December 31, 2020, a balance of $153,000 (2019-$90,000) accrued compensation was due to our current and former officers and directors and $12,630 (2019-$5,373) in accrued interest on the loan made to us by a partnership controlled by one of our directors, who was a former officer of the company and the former principal shareholder. |
NOTE PAYABLE - RELATED PARTY
NOTE PAYABLE - RELATED PARTY | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE - RELATED PARTY | NOTE 6. NOTE PAYABLE – RELATED PARTY During the year ended December 31, 2020, a partnership controlled by one of our directors, who was a former officer of the company and the former principal shareholder, advanced to us $62,897 (2019 - $65,620) by way of a promissory note to finance our working capital requirements. Effective October 28, 2020, our CEO/CFO entered into a personal guarantee for this loan which became due on March 31, 2020 and was subsequently amended to mature June 30, 2021. The promissory note bears interest at 8% per annum and as of December 31, 2020 interest of $12,630 (2019-$5,373) was accrued with respect to this loan. As at December 31, 2020, the balance outstanding under the promissory note was $158,874 (2019 - $95,977). |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7. INCOME TAXES We did not provide any current or deferred US federal income tax provision or benefit for the years ended December 31, 2020 or 2019 as we incurred tax losses during these years. 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 years ended December 31, 2020 or 2019 as defined under ASC 740, " 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: December 31, 2020 December 31, 2019 Statutory U.S. Federal Income Tax Rate 21 % 21 % State Income Taxes 5 % 5 % Valuation Allowance (26 %) (26 )% Effective Income Tax Rate 0 % 0 % A reconciliation of the income taxes computed at the statutory rate is as follows: Tax credit (expense) at federal and statutory rate (26%) $ 34,888 $ 59,108 Increase in valuation allowance (34,888 ) (59,108 ) Net deferred tax assets $ — $ — As of December 31, 2020, the Company had a federal net operating loss carryforward of approximately $630,000. The federal net operating loss carryforward do not expire but may only be used against taxable income to 80%. In response to the novel coronavirus COVID-19, the Coronavirus Aid, Relief, and Economic Security Act temporarily repealed the 80% limitation for NOLs arising in 2018, 2019 and 2020. No tax benefit has been reported in the financial statements. 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. The Company's 2018 and 2019 income tax returns are currently open to audit by federal and state jurisdictions. |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | NOTE 8. COMMITMENTS & CONTINGENCIES Legal Proceedings We were not subject to any legal proceedings during the years ended December 31, 2020 and 2019 and, to the best of our knowledge, no legal proceedings are pending or threatened. Contractual Obligations During the years ended December 31, 2020 and 2019, we rented a storage unit under a month-to-month agreement. The rent was initially $120 a month and was reduced to $87 per month in April 2020 when we moved to a smaller unit. Effective January 2021 we are no longer renting a storage unit. Effective October 1, 2018, we entered into three-year employment agreements with two of our directors and officers. Each individual was entitled to a salary of $36,000 per year and bonuses and stock options to be determined and issued at a later date. The employment agreement for one of one of our officers was terminated by mutual agreement effective September 30, 2020. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 9. SHAREHOLDERS’ DEFICIT Preferred Stock We are authorized to issue 4,000,000 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. 5,000,000 shares of Series B 10% Cumulative Dividend Convertible Preferred Stock were designated effective December 15, 2020. No other series of preferred stock had been designated or issued at December 31, 2020. 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 a former officer who was 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. As of December 31, 2020, 1,000,000 (2019-1,000,000) shares of Series A Preferred Stock were issued and outstanding. Series B Preferred 10% Cumulative Dividend Convertible Stock On December 15, 2020, we designated 5,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock, with a par value of $0.0001. No shares of Series B Convertible Preferred Stock have been issued to date. Liquidation Rights The Series B Preferred Stock has a liquidation preference immediately after any Senior Securities, as defined and currently the Series A Preferred Stock, and of an amount equal to $10.00 per share. Conversion Rights The conversion price for the Series B Preferred Stock shall be 75% of the ten (10) day average market closing price of common stock, for the previous ten business days, divided into $10.00. ($10.00 / by average market closing price previous ten trading days x 75%) = number of common shares. At any time on or after eighteen months after issuance (18 months), immediately upon the listing of our Common Stock on an Approved Stock Exchange pursuant to an effective registration statement under the Securities Act of 1933, and a Form 10/12b Registration, as amended all outstanding shares of the Series B Preferred Stock shall automatically be converted into shares of the Common Stock, at the “Preferred Conversion Rate,” which shall be post reverse-split of the Common Stock as may be necessary for any Exchange listing, and (2) such shares of Series B may not be reissued by us. A condition of this conversion is that a Registration Statement for the conversion shares shall be effective. Dividends The Series B Preferred Stock shall bear dividends, at ten percent (10%) annually, cumulative, based upon a purchase price of $10.00 per share, computed as (10% x $10.00 = $1.00 per share dividend per annum), payable in cash, on or about December 31 of each year, from the date of issue. Payment in cash shall be made on or before January 31 following, at the discretion of the Board. We shall pay a Project Participation Dividend to the Series B Preferred Stock record holders (pro rata to the holder’s ownership of the Series B Preferred Stock) in cash computed based upon 3% of the net sales of our real estate projects, computed annually by March 1 of the following year for the previous year, for so long as the Series B Preferred Stock is outstanding. In the event that the Series B Preferred Stock is redeemed or converted during a calendar year, the dividend above shall be pro-rated for the year up to redemption date or conversion date and paid in following year by March 1. Voting Rights Each holder of shares of the Series B Preferred Stock shall be entitled to the number of votes equal to the number of shares of the Common Stock into which such shares of the Series B Preferred Stock are then convertible. The holders of the Series B Preferred Stock, voting as a separate class, shall be entitled to elect one (1) member of the Board (the "Series B Director") at each meeting; for the avoidance of doubt, at no time shall there be more than one Series B Director serving on the Board. Redemption We will have the right, at our option, to redeem all or any portion of the shares of Series B Preferred Stock. On the date fixed for redemption we shall make payment of the Optional Redemption Amount as calculated below. Redemption Period Redemption Percentage 1. The period beginning on the date of the issuance of shares of Series B Preferred Stock (the “Issuance Date”) and ending on the date which is one (1) year following the Issuance Date. 130% 2. The period beginning on the date which is one (1) year and one day following the Issuance Date and ending on the date which is two (2) years following the Issuance Date. 120% 3. The period beginning on the date which is two (2) years and one day following the Issuance Date and ending on the date which is three (3) years following the Issuance Date. 110% 4. The period beginning on the date that is three (3) years and one day from the Issuance Date and ending ten (10) years following the Issuance Date. 100% Common Stock We are authorized to issue 25,000,000 shares of common stock with a par value of $0.0001. No shares of common stock were issued during the years ended December 31, 2020 and 2019. In both our Form 10Q for the three and nine months ended September 30, 2020 filed on November 16, 2020 and our Form 8K filed on December 4, 2020, we disclosed our intention to issue certain shares of common stock to directors, officers and staff. No such shares have been issued at this time and any such issuances are unlikely to be finalized before Q2 2021. As of December 31, 2020 and 2019, 21,525,481 shares of common stock were issued and outstanding. Warrants No warrants were issued or outstanding during the years ended December 31, 2020 or 2019. 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 years ended December 31, 2020 or 2019. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events after December 31, 2020, in accordance with FASB ASC 855 Subsequent Events Effective January 15, 2021, we filed a Form 1-A Regulation A Offering Statement Under the Securities Act 1933 in respect of 5,000,000 shares of common stock at an offering price of $10 per share. On February 23, 2021, we entered into a Placement Agent Fee Agreement with CIM Securities, LLC, a Colorado Limited Liability Company (“CIM”) for the Regulation A Offering. We agreed to pay CIM a commission equal to seven percent (7%) in cash on the subscriptions completed, whether through an investor or referrals from CIM’s investors through May 23, 2021. We shall pay a three percent (3%) in non-accountable expenses for the anti-money laundering, due diligence, and legal costs required by the regulations applicable, from the proceeds at the closing of the subscriptions. In addition, CIM Securities has warrants to purchase Preferred shares at sale price of $10.00 for a period of three years after offering closes. The Warrants will be able to be exercised cashless and have piggy-back registration rights for common stock upon conversion. The warrants will be for an amount equal to 7% of the shares sold in the Offering and shall be assignable. The common stock conversion rights shall be those as the Series B provides in the Certificate of Designation. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 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. |
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 December 31, 2020 and 2019, our cash balances were $39 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 was a month-to-month lease for a storage unit. This lease had a term of less than 12 months, so we elected to adopt the exemption for short-term leases and have not accounted for it as described above. Effective January 2021 we are no longer renting a storage unit. |
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 years ended December 31, 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 years ended December 31, 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 years ended December 31, 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. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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: December 31, 2020 December 31, 2019 Statutory U.S. Federal Income Tax Rate 21 % 21 % State Income Taxes 5 % 5 % 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: Tax credit (expense) at federal and statutory rate (26%) $ 34,888 $ 59,108 Increase in valuation allowance (34,888 ) (59,108 ) Net deferred tax assets $ — $ — |
SHAREHOLDERS' DEFICIT (Tables)
SHAREHOLDERS' DEFICIT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Optional Redemption | We will have the right, at our option, to redeem all or any portion of the shares of Series B Preferred Stock. On the date fixed for redemption we shall make payment of the Optional Redemption Amount as calculated below. Redemption Period Redemption Percentage 1. The period beginning on the date of the issuance of shares of Series B Preferred Stock (the “Issuance Date”) and ending on the date which is one (1) year following the Issuance Date. 130% 2. The period beginning on the date which is one (1) year and one day following the Issuance Date and ending on the date which is two (2) years following the Issuance Date. 120% 3. The period beginning on the date which is two (2) years and one day following the Issuance Date and ending on the date which is three (3) years following the Issuance Date. 110% 4. The period beginning on the date that is three (3) years and one day from the Issuance Date and ending ten (10) years following the Issuance Date. 100% |
GOING CONCERN (Details)
GOING CONCERN (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure of Going Concern [Abstract] | ||
Incurred loss | $ 134,185 | $ 227,342 |
Accumulated deficit | $ 319,062 | $ 184,877 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | |||
Cash and Cash Equivalents | $ 39 | $ 244 |
PREPAID EXPENSES (Details)
PREPAID EXPENSES (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense, Current [Abstract] | ||
Prepayments and deposits | $ 3,250 |
ACCRUALS - RELATED PARTIES (Det
ACCRUALS - RELATED PARTIES (Details) - Officers and Directors [Member] - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Accrued compensation | $ 153,000 | $ 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 ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Debt instrument face amount | $ 62,897 | $ 65,620 |
Debt instrument interest rate | 8.00% | |
Debt instrument outstanding balance | $ 158,874 | 95,977 |
Accrued interest | $ 12,630 | $ 5,373 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Percentage of statutory rate | 26.00% | 26.00% |
Net operating loss carryforward | $ 630,000 | |
Percentage of taxable income | 80.00% |
INCOME TAXES (Schedule of Sourc
INCOME TAXES (Schedule of Sources and Tax Effects of Differences for Periods) (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. Federal Income Tax Rate | 21.00% | 21.00% |
State Income Taxes | 5.00% | 5.00% |
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, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Tax credit (expense) at federal and statutory rate (26%) | $ 31,888 | $ 59,108 |
Increase in valuation allowance | (34,888) | (59,108) |
Net deferred tax assets |
COMMITMENTS & CONTINGENCIES (De
COMMITMENTS & CONTINGENCIES (Details) - USD ($) | 1 Months Ended | 12 Months Ended |
Apr. 30, 2020 | Dec. 31, 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 (Narrativ
SHAREHOLDERS' DEFICIT (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 17, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | ||
Preferred Stock Authorized | 4,000,000 | 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 | 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 | |||
Series B Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | ||
Preferred Stock Authorized | 5,000,000 | 5,000,000 | ||
Preferred Stock Issued | 0 | 0 | ||
Preferred Stock Outstanding | 0 | 0 | ||
Dividend yield | 10.00% | |||
Dividends per share | $ 10 | |||
Dividends percentage | 3.00% | |||
Series B Preferred Stock [Member] | Liquidation Rights [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred Stock Liquidation Price | $ 10 | |||
Percentage of conversion price | 75.00% | |||
Closing price | $ 10 | |||
Series B Preferred 10% Cumulative Dividend Convertible Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred Stock, Par Value | $ 0.0001 | |||
Preferred Stock Authorized | 5,000,000 |
SHAREHOLDERS' DEFICIT (Schedule
SHAREHOLDERS' DEFICIT (Schedule of Optional Redemption) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Redemption Period One [Member] | |
Class of Stock [Line Items] | |
Redemption Period | The period beginning on the date of the issuance of shares of Series B Preferred Stock (the “Issuance Date”) and ending on the date which is one (1) year following the Issuance Date. |
Redemption Percentage | 130.00% |
Redemption Period Two [Member] | |
Class of Stock [Line Items] | |
Redemption Period | The period beginning on the date which is one (1) year and one day following the Issuance Date and ending on the date which is two (2) years following the Issuance Date. |
Redemption Percentage | 120.00% |
Redemption Period Three [Member] | |
Class of Stock [Line Items] | |
Redemption Period | The period beginning on the date which is two (2) years and one day following the Issuance Date and ending on the date which is three (3) years following the Issuance Date. |
Redemption Percentage | 110.00% |
Redemption Period Four [Member] | |
Class of Stock [Line Items] | |
Redemption Period | The period beginning on the date that is three (3) years and one day from the Issuance Date and ending ten (10) years following the Issuance Date. |
Redemption Percentage | 100.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - $ / shares | Feb. 23, 2021 | Jan. 15, 2021 |
Subsequent Event [Line Items] | ||
Common Stock Issued | 5,000,000 | |
Common stock offering price per share | $ 10 | |
Commission fee | 7.00% | |
Non-Accountable Expenses | 3.00% | |
Share price | $ 10 |