Stratus Capital (SRUS) 10-K 15 Apr 22 2021 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Apr. 15, 2022	Jun. 30, 2021
Document Information Line Items
Entity Registrant Name	Stratus Capital Corp.
Trading Symbol	N/A
Document Type	10-K
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		21,525,481
Entity Public Float			$ 333,247
Amendment Flag	false
Entity Central Index Key	0001761540
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Document Annual Report	true
Document Transition Report	false
Entity File Number	000-56093
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-1161556
Entity Address, Address Line One	8480 East Orchard Road
Entity Address, Address Line Two	Suite 1100
Entity Address, City or Town	Greenwood Village
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80111
City Area Code	(720)
Local Phone Number	214-5000
Title of 12(b) Security	N/A
Security Exchange Name	NONE
Entity Interactive Data Current	Yes
Auditor Firm ID	6117
Auditor Name	Pinnacle Accountancy Group of Utah
Auditor Location	Farmington, Utah

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current Assets
Cash and Cash Equivalents	$ 355	$ 39
Prepaid Expenses	2,750	3,250
Total Current Assets	3,105	3,289
Total Assets	3,105	3,289
Current Liabilities
Accounts Payable	39,026	4,773
Accruals - Related Parties	218,243	165,630
Notes Payable - Related Parties	214,116	158,874
Total Current Liabilities	471,385	329,277
Total Liabilities	471,385	329,277
Commitments and Contingencies (Note 8)
Shareholders' Deficit
Preferred Stock, $0.0001 par value, 4,000,000 shares authorized, 0 issued and outstanding
Series A Preferred Stock, $0.0001 par value, 1,000,000 shares authorized, 1,000,000 issued and outstanding	100	100
Series B Preferred 10% Cumulative Dividend Convertible Stock, $0.0001 par value, 5,000,000 shares authorized, 0 issued and outstanding
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)
Accumulated Deficit	(461,354)	(319,062)
Total Shareholders' Deficit	(468,280)	(325,988)
Total Liabilities and Shareholders' Deficit	$ 3,105	$ 3,289

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	4,000,000	4,000,000
Preferred Stock shares issued	0	0
Preferred stock, shares outstanding	0	0
Common Stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common Stock shares authorized	25,000,000	25,000,000
Common Stock shares issued	21,525,481	21,525,481
Common Stock shares outstanding	21,525,481	21,525,481
Series A Preferred Stock
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred Stock shares issued	1,000,000	1,000,000
Preferred stock, shares outstanding	1,000,000	1,000,000
Series B Preferred Stock
Preferred stock par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred Stock shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred Cumulative Dividend	10.00%	10.00%

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
REVENUE
OPERATING EXPENSES
General and administrative expenses	125,679	126,928
Total Operating Expenses	(125,679)	(126,928)
OPERATING LOSS	(125,679)	(126,928)
OTHER INCOME (EXPENSE)
Interest - related party	(16,613)	(7,257)
Total Other Income (Expense)	(16,613)	(7,257)
LOSS BEFORE TAXES	(142,292)	(134,185)
TAXES
NET LOSS	$ (142,292)	$ (134,185)
Net Loss per Common Share: Basic and Diluted (in Dollars per share)	$ (0.01)	$ (0.01)
Weighted Average Common Shares Outstanding: Basic and Diluted (in Shares)	21,525,481	21,525,481

Statements of Changes in Shareh

Statements of Changes in Shareholders' Deficit - USD ($)	Series APreferred Shares	Common Shares	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2019	$ 100	$ 2,153	$ (9,179)	$ (184,877)	$ (191,803)
Balance (in Shares) at Dec. 31, 2019	1,000,000	21,525,481
Net loss for the year				(134,185)	(134,185)
Balance at Dec. 31, 2020	$ 100	$ 2,153	(9,179)	(319,062)	(325,988)
Balance (in Shares) at Dec. 31, 2020	1,000,000	21,525,481
Net loss for the year				(142,292)	(142,292)
Balance at Dec. 31, 2021	$ 100	$ 2,153	$ (9,179)	$ (461,354)	$ (468,280)
Balance (in Shares) at Dec. 31, 2021	1,000,000	21,525,481

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash Flow from Operating Activities:
Net Loss	$ (142,292)	$ (134,185)
Adjustments to reconcile net loss to
net cash used in operating activities
Changes in working capital items:
Prepaid expenses	500	(3,250)
Accounts payable	34,253	4,076
Accruals – related parties	52,613	70,257
Net Cash Flow used in Operating Activities	(54,926)	(63,102)
Net Cash Flow from Financing Activities
Advances under notes payable - related parties	55,242	62,897
Net Cash Flow from Financing Activities	55,242	62,897
Net Change in Cash:	316	(205)
Beginning Cash:	39	244
Ending Cash:	355	39
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, 2021
Accounting Policies [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, 2021
Organization, Consolidation and Presentation of Financial Statements [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, 2021 incurred a loss of $142,292 and had an accumulated deficit of $461,354 as of December 31, 2021. 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, 2021
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, 2021 and 2020, our cash balances were $355 and $39, 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, accruals - related parties and note payable – related parties. The carrying amounts of these instruments approximate their fair values because of their short-term maturities. 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 the lease term. As most of the leases don’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, 2021 and 2020, 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, 2021 and 2020. Stock Based Compensation: The cost of equity instruments issued to employees and non-employees in return for services rendered is measured by the grant date fair value of the equity instruments issued in accordance with ASC 718, “Compensation - Stock Compensation.” The corresponding expense is recognized over the requisite service period, which is typically the vesting period. 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, 2021 and 2020. 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, 2021
Prepaid Expense, Current [Abstract]
PREPAID EXPENSES	NOTE 4. PREPAID EXPENSES As of December 31, 2021 and 2020, the balance of prepaid expenses was $2,750 and $3,250, respectively, which related to the annual disclosure and news service subscription for OTC Markets which is being amortized monthly over the course of each respective year commencing July 1, 2021 and 2020.

Accruals - Related Parties

Accruals - Related Parties	12 Months Ended
	Dec. 31, 2021
Payables and Accruals [Abstract]
ACCRUALS - RELATED PARTIES	NOTE 5. ACCRUALS - RELATED PARTIES As of December 31, 2021 and 2020, balances of $218,243 and $165,630, respectively, were due to our current and former officers and directors with respect to accrued expenses as follows: As of December 31, 2021 and 2020, balances of $189,000 and $153,000, respectively, were due to our current and former officers and directors with respect to accrued compensation. In addition, as of December 31, 2021 and 2020, balances of $29,243 and $12,630, respectively, in accrued interest was due on loans 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, and by a trust controlled by our current director, officer and principal shareholder.

Notes Payable _ Related Parties

Notes Payable – Related Parties	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
NOTES PAYABLE – RELATED PARTIES	NOTE 6. NOTES PAYABLE – RELATED PARTIES During the years ended December 30, 2021 and 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 $23,268 and $62,897, respectively, 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 initially became due on March 31, 2020 and was subsequently amended to mature June 30, 2021, then to September 30, 2021, then to March 30, 2022 and most recently to July 30, 2022. The promissory note bears interest at 8% per annum and as of December 31, 2021 and 2020 interest of $27,757 and $12,630, respectively, was accrued with respect to this loan. As of December 31, 2021 and 2020, the balance outstanding under the promissory note was $182,142 and $158,874 respectively. During the year ended December 31, 2021, a trust controlled by one of our directors, our current officer and principal shareholder advanced to us $31,974 by way of a promissory note to finance our working capital requirements. The promissory note bears interest at 8% per annum and is unsecured and dues on demand. As of December 31, 2021, interest of $1,486 was accrued with respect to this loan. As of December 31, 2021, the balance outstanding under this promissory note was $31,974.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
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, 2021 or 2020 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, 2021 or 2020 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, 2021 December 31, 2020 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%) $ 36,996 $ 34,888 Increase in valuation allowance (36,996 ) $ (34,888 ) Net deferred tax assets $ — — As of December 31, 2021, the Company had a federal net operating loss carryforward of approximately $773,000 (2020 - $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 2020, 2019, and 2018 income tax returns are currently open to audit by federal and state jurisdictions.

Commitments & Contingencies

Commitments & Contingencies	12 Months Ended
	Dec. 31, 2021
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, 2021 and 2020 and, to the best of our knowledge, no legal proceedings are pending or threatened. Contractual Obligations During the year ended December 31, 2020, 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 but the agreement with our remaining director remained in place throughout 2021 and on an ongoing basis. No stock options have been earned or issued as a result of these agreements. Engagement Agreement On February 23, 2021, the Company entered into an Engagement Agreement with CIM Securities, LLC, a Colorado Limited Liability Company (“CIM”), paying to CIM a retainer of $15,000. Effective June 30, 2021, we entered into an Amendment to the Engagement Agreement. Placement Agent Agreement On August 25, 2021, the Company and CIM replaced the earlier engagement with a Placement Agent Fee Agreement. We have agreed to pay CIM a commission equal to six percent (6%) amount paid to us from the subscriptions solicited by CIM or its sub-agents. CIM may allot from such payment all or a portion of such commission to the sub-agent that solicited an accepted subscription. We will also pay CIM a non-accountable expense allowance equal to a two percent (2%) amount paid to us from the subscriptions solicited by CIM or its sub-agents. The payment of this expense allowance and the commissions shall be paid in connection with each acceptance of subscriptions by us. Under the initial Engagement Agreement, $15,000 was paid to CIM as a deposit which will be credited against the expense allowance. Upon conclusion of the Offering, we will issue to CIM, or its designees, warrants to purchase Series B Preferred shares in an amount equivalent to 6% of the number of Series B Preferred Shares issued in the Offering pursuant to the solicitation of CIM or its sub-agents, if any. Such warrants will have an exercise price of $12.00 per share, (120% of the offering price of the Series B Preferred shares). The warrants will not be exercisable in the 180 days following issuance and exercise rights shall expire four years from date this Offering commences. Further, any Series B Preferred Shares issued upon exercise of the warrants may not be converted after such four-year period. No subscriptions have been completed yet, so no commissions have been paid. An amendment to the Placement Agent Agreement is currently in negotiations to amend the terms and expiration date. Common Stock Issuance Obligations Mr. Gonzalez will be eligible for the Company stock option program, which is authorized but yet to be defined. In addition to his annual base salary for services provided, Mr. Gonzalez will receive annual stock compensation of 60,000 shares of common stock. No shares have been issued to date.

Shareholders' Deficit

Shareholders' Deficit	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [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 as of December 31, 2021. 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, 2021 and 2020, 1,000,000 shares of Series A Preferred Stock were issued and outstanding. Series B Preferred 10% Cumulative Dividend Convertible Stock On December 15, 2021, 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, 2021 and 2020. As of December 31, 2021 and 2020, 21,525,481 shares of common stock were issued and outstanding. Warrants No warrants were issued or outstanding during the years ended December 31, 2021 or 2020. 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, 2021 or 2020.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events after December 31, 2021, in accordance with FASB ASC 855 Subsequent Events

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2021
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, 2021 and 2020, our cash balances were $355 and $39, 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, accruals - related parties and note payable – related parties. The carrying amounts of these instruments approximate their fair values because of their short-term maturities.
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 the lease term. As most of the leases don’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, 2021 and 2020, 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, 2021 and 2020.
Stock Based Compensation	Stock Based Compensation: The cost of equity instruments issued to employees and non-employees in return for services rendered is measured by the grant date fair value of the equity instruments issued in accordance with ASC 718, “Compensation - Stock Compensation.” The corresponding expense is recognized over the requisite service period, which is typically the vesting period.
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, 2021 and 2020.
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, 2021
Income Tax Disclosure [Abstract]
Schedule of tax effects of the differences periods presented	December 31, 2021 December 31, 2020 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 a reconciliation income taxes	Tax credit (expense) at federal and statutory rate (26%) $ 36,996 $ 34,888 Increase in valuation allowance (36,996 ) $ (34,888 ) Net deferred tax assets $ — —

Shareholders' Deficit (Tables)

Shareholders' Deficit (Tables)	12 Months Ended
	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Schedule of optional redemption	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, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Incurred loss	$ (142,292)
Accumulated deficit	$ (461,354)	$ (319,062)

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Cash and cash equivalents	$ 355	$ 39	$ 244
Membership percentage	10.00%
Interest rate	50.00%
Financial term	1 year

Prepaid Expenses (Details)

Prepaid Expenses (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Prepaid Expense, Current [Abstract]
Prepaid expense	$ 2,750	$ 3,250

Accruals - Related Parties (Det

Accruals - Related Parties (Details) - Officers and Directors [Member] - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Accruals - Related Parties (Details) [Line Items]
Accrued expenses	$ 218,243	$ 165,630
Accrued compensation	189,000	153,000
Accrued interest	$ 29,243	$ 12,630

Notes Payable _ Related Parti_2

Notes Payable – Related Parties (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Related Party Transactions [Abstract]
Debt instrument face amount	$ 23,268	$ 62,897
Debt instrument bears interest rate	8.00%
Interest expenses	$ 27,757	12,630
Debt instrument outstanding balance	182,142	$ 158,874
Principal payment	$ 31,974
Bears interest rate	8.00%
Accrued interest	$ 1,486
Outstanding of promissory note	$ 31,974

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Net operating loss carryforward (in Dollars)	$ 773,000	$ 630,000
Taxable income percentage	80.00%	80.00%	80.00%	80.00%

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of tax effects of the differences periods presented	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of tax effects of the differences periods presented [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 (Details) - Sche_2

Income Taxes (Details) - Schedule of a reconciliation income taxes - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of a reconciliation income taxes [Abstract]
Tax credit (expense) at federal and statutory rate (26%)	$ 34,888	$ 36,996
Increase in valuation allowance	(34,888)	(36,996)
Net deferred tax assets

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of a reconciliation income taxes (Parentheticals)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of a reconciliation income taxes [Abstract]
Federal and statutory rate	(26.00%)	(26.00%)

Commitments & Contingencies (De

Commitments & Contingencies (Details) - USD ($)	1 Months Ended	12 Months Ended
	Apr. 30, 2020	Dec. 31, 2021	Feb. 23, 2021
Commitments & Contingencies (Details) [Line Items]
Loss Contingency Accrual, Product Liability, Undiscounted, to be Paid, Remainder of Fiscal Year			$ 15,000
Commission fee			6.00%
Non-Accountable expenses		2.00%
Share price		$ 15,000
Common stock shares		60,000
Maximum [Member]
Commitments & Contingencies (Details) [Line Items]
Rent paid per month	$ 120
Minimum [Member]
Commitments & Contingencies (Details) [Line Items]
Rent paid per month	$ 87
Preferred Class B [Member]
Commitments & Contingencies (Details) [Line Items]
Non-Accountable expenses		120.00%
Placement Agent Agreement [Member]
Commitments & Contingencies (Details) [Line Items]
Non-Accountable expenses		6.00%
Directors and Officers [Member]
Commitments & Contingencies (Details) [Line Items]
Amount of salary per year		$ 36,000

Shareholders' Deficit (Details)

Shareholders' Deficit (Details) - USD ($)	1 Months Ended	12 Months Ended
	Jan. 17, 2019	Dec. 31, 2021	Dec. 15, 2021	Dec. 31, 2020	Dec. 15, 2020
Shareholders' Deficit (Details) [Line Items]
Preferred Stock Authorized		4,000,000		4,000,000
Preferred Stock, Par Value (in Dollars per share)		$ 0.0001		$ 0.0001
Preferred Stock Issued		0		0
Market approach (in Dollars)	$ 85,500
Cash consideration (in Dollars)	10,000
Service rendered (in Dollars)	$ 75,500
Preferred Stock Outstanding		0		0
Dividends rate description		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.
Common stock authorized to issue		25,000,000		25,000,000
Common stock par value (in Dollars per share)		$ 0.0001		$ 0.0001
Common stock issued		21,525,481		21,525,481
Common stock outstanding		21,525,481		21,525,481
Series A Preferred Stock [Member]
Shareholders' Deficit (Details) [Line Items]
Preferred Stock Authorized		1,000,000		1,000,000
Preferred Stock, Par Value (in Dollars per share)		$ 0.0001		$ 0.0001
Preferred Stock Issued	1,000,000	1,000,000		1,000,000
Percentage of preferred stock voting rights		60%
Preferred Stock Outstanding		1,000,000		1,000,000
Series A Preferred Stock [Member] | Preferred Stock [Member]
Shareholders' Deficit (Details) [Line Items]
Preferred Stock, Par Value (in Dollars per share)		$ 10
Series B Preferred 10% Cumulative Dividend Convertible Stock [Member]
Shareholders' Deficit (Details) [Line Items]
Preferred Stock Authorized					5,000,000
Series B Preferred 10% Cumulative Dividend Convertible Stock [Member] | Preferred Stock [Member]
Shareholders' Deficit (Details) [Line Items]
Preferred Stock Authorized			5,000,000
Preferred Stock, Par Value (in Dollars per share)			$ 0.0001
Series B Preferred Stock [Member]
Shareholders' Deficit (Details) [Line Items]
Preferred Stock Authorized		5,000,000		5,000,000
Preferred Stock, Par Value (in Dollars per share)		$ 0.0001		$ 0.0001
Preferred Stock Issued		0		0
Preferred Stock Outstanding		0		0
Dividend description		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.
Dividends percentage		3.00%
Directors and Officers One [Member] | Series A Preferred Stock [Member]
Shareholders' Deficit (Details) [Line Items]
Preferred Stock Issued	1,000,000

Shareholders' Deficit (Detail_2

Shareholders' Deficit (Details) - Schedule of optional redemption	12 Months Ended
	Dec. 31, 2021
Redemption Period One [Member]
Debt Instrument, Redemption [Line Items]
Redemption Period	130%
Redemption Period Two [Member]
Debt Instrument, Redemption [Line Items]
Redemption Period	120%
Redemption Period Three [Member]
Debt Instrument, Redemption [Line Items]
Redemption Period	110%
Redemption Period Four [Member]
Debt Instrument, Redemption [Line Items]
Redemption Period	100%