Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | Aug. 08, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Stratus Capital Corp. | |
Trading Symbol | N/A | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 21,525,481 | |
Amendment Flag | false | |
Entity Central Index Key | 0001761540 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | true | |
Document Quarterly 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 | No |
Condensed Unaudited Balance She
Condensed Unaudited Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and Cash Equivalents | $ 332 | $ 355 |
Prepaid Expenses | 1,375 | 2,750 |
Total Current Assets | 1,707 | 3,105 |
Total Assets | 1,707 | 3,105 |
Current Liabilities | ||
Accounts Payable | 53,549 | 39,026 |
Accruals - Related Parties | 231,491 | 218,243 |
Notes Payable - Related Parties | 216,581 | 214,116 |
Total Current Liabilities | 501,621 | 471,385 |
Total Liabilities | 501,621 | 471,385 |
Commitments and Contingencies (Note 7) | ||
Shareholders' Deficit | ||
Preferred Stock, $0.0001 par value, 4,000,000 shares authorized, 0 issued or 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 issued and outstanding | 2,153 | 2,153 |
Additional Paid in Capital | (9,179) | (9,179) |
Accumulated Deficit | (492,988) | (461,354) |
Total Shareholders' Deficit | (499,914) | (468,280) |
Total Liabilities and Shareholders' Deficit | $ 1,707 | $ 3,105 |
Condensed Unaudited Balance S_2
Condensed Unaudited Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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% | 10% |
Condensed Unaudited Statements
Condensed Unaudited Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
REVENUE | ||
OPERATING EXPENSES | ||
General and administrative expenses | 27,387 | 33,656 |
Total Operating Expenses | 27,387 | 33,656 |
OPERATING LOSS | (27,387) | (33,656) |
OTHER INCOME (EXPENSE) | ||
Interest expense - related party | (4,247) | (3,431) |
INCOME (LOSS) BEFORE TAXES | (4,247) | (3,431) |
TAXES | ||
NET INCOME (LOSS) | $ (31,634) | $ (37,087) |
Net Income (Loss) per Common Share: Basic and Diluted (in Dollars per share) | $ 0 | $ 0 |
Weighted Average Common Shares Outstanding: Basic and Diluted (in Shares) | 21,525,481 | 21,525,481 |
Condensed Unaudited Statement_2
Condensed Unaudited Statements of Changes In Shareholders' Deficit - USD ($) | Series A Preferred Shares | Common Shares | Additional Paid-In Capital | Accumulated Deficit | Total |
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 quarter | (37,087) | (37,087) | |||
Balance at Mar. 31, 2021 | $ 100 | $ 2,153 | (9,179) | (356,149) | (363,075) |
Balance (in Shares) at Mar. 31, 2021 | 1,000,000 | 21,525,481 | |||
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 | |||
Net loss for the quarter | (31,634) | (31,634) | |||
Balance at Mar. 31, 2022 | $ 100 | $ 2,153 | $ (9,179) | $ (492,988) | $ (499,914) |
Balance (in Shares) at Mar. 31, 2022 | 1,000,000 | 21,525,481 |
Condensed Unaudited Statement_3
Condensed Unaudited Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash Flows from Operating Activities: | ||
Net Income (Loss) | $ (31,634) | $ (37,087) |
Adjustments to reconcile net income (loss) to | ||
net cash used in operating activities | ||
Changes in working capital items: | ||
Prepaid expenses | 1,375 | 1,625 |
Accounts payable | 14,523 | (2,921) |
Accruals - related parties | 13,248 | 12,431 |
Net Cash Used in Operating Activities | (2,488) | (25,932) |
Net Cash Flows from Financing Activities | ||
Advances under notes payable - related parties | 2,465 | 26,468 |
Net Cash Provided by Financing Activities | 2,465 | 24,468 |
Net Change in Cash: | (23) | 516 |
Beginning Cash: | 355 | 39 |
Ending Cash: | 332 | 555 |
Supplemental Disclosures of Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for income tax |
Nature of Operations
Nature of Operations | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
NATURE OF OPERATIONS | NOTE 1. NATURE OF OPERATIONS Nature of Business Stratus Capital Corporation, a Delaware corporation, (“Stratus Capital,” “the Company,” “We," "Us," or “Our”) is a publicly quoted real estate development company seeking to develop or redevelop residential, commercial or mixed-use properties. History Stratus Capital was incorporated in Delaware on April 13, 2018. Effective June 28, 2018 (the Company’s deemed date of inception), following a corporate reorganization pursuant to a reverse recapitalization, Stratus Capital became the reorganized successor to Ashcroft Homes Corporation, a publicly-quoted real estate company that ceased trading in 2004. On June 1, 2021, Stratus Capital on behalf of itself, its respective heirs, executors, administrators, agents, and assignees, Stratus Summit Trail, LLC, (referred to as “Summit”), the Richard and Reagan Dean Family Partnership, LLLP (referred to as “RRDFPLLLP”) and Denver Digital Hub, LLC (referred to as “DDH”) (collectively referred to herein as the “Party” or “Parties”) entered into a Purchase Agreement (“Purchase Agreement”). RRDFPLLLP and DDH respectively own seventy-five percent (75%) and twenty-five percent (25%) of the membership interest of Summit (“Interest”) and both of these parties sold their entire Interest or a total of one hundred percent (100%) of the Interest of Summit to Stratus Capital. Stratus Capital has agreed to acquire the Interest owned by RRDFPLLLP and DDH of Summit of which Summit owns a total of 21 building lots as identified as Exhibit A to the Purchase Agreement within Grand County, town of Fraser, Colorado (“Subject Property”). Stratus Capital agreed that the continuing engineering, architectural or entitlement improvements are to be assigned to Summit if Stratus Capital does not fully pay the Promissory Note (‘the Note’) issued in respect of this transaction as per its terms and provisions as described below. The purchase price is equal to $60,000 per lot, or 21 lots equal to $1,260,000 adjusted for any site or infrastructure costs as agreed upon by the Parties. Stratus Capital was to fully pay the Note on or before October 31, 2021, or as agreed by the Parties. This repayment date was subsequently extended to March 30, 2022 and now further to July 30, 2022. As denoted within the Deed of Trust of the Note, RRDFPLLLP and DDH will retain a security interest within the Subject Property until the Note is fully paid per its terms and provisions. The Closing date shall be 30 days from the date of the Purchase Agreement (unless extended by mutual agreement), title will be provided free and clear with exception of debt assumption and the Note and a special warranty deed is agreed upon by the Parties. Closing of the transaction is formally pending audit of Summit, but Stratus Capital is actively managing the project under a management agreement. The Closing date was subsequently extended to September 30, 2021, then to March 30, 2022, and then now further to July 30, 2022, by mutual consent. Simultaneously with the execution of the Purchase Agreement, Stratus Capital executed and issued a Promissory Note (“Note”) with personal guarantee of Peter Gonzalez, our CEO, (“Gonzalez”) to RRDFPLLLP and DDH as consideration for the Purchase Agreement. The Note is for the principal sum of $1,260,000, together with interest on the unpaid principal balance from the date hereof, until paid, at the rate of six percent (6%) per annum. The Note becomes effective upon the Closing date of the Purchase Agreement. The Parties also agree that as consideration for services provided within the normal course of business since 2019 or initial acquisition of the Subject Property by Summit, a development fee is due and payable to Willamette Group Trust (“WGT”) equal to $12,500 per lot or $262,500 which is excluded from proceeds due to Seller pursuant to 1(d) of the Purchase Agreement. WGT is a related party, controlled by Stratus Capital principal Gonzalez and WGT agrees that all fees due to itself shall be waived if Stratus Capital does not perform on the terms and provisions of the Note. The agreement with WGT becomes effective upon the Closing date of the Purchase Agreement. Impact of COVID-19 We have not commenced substantial 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 full scale operations for the foreseeable future. Impact of Ukranian Conflict Currently, we believe that the conflict between Ukraine and Russia does not have any direct impact on our operations, financial condition or financial reporting. We believe the conflict will have only a general impact on our operations in the same manner as it is having a general impact on all businesses that have their operations limited to North America resulting from international sanction and embargo regulations, possible shortages of goods and goods incorporating parts that may be supplied from the Ukraine or Russia, supply chain challenges, and the international and US domestic inflationary results of the conflict and government spending for and funding of our country’s response. As our operations are related only to the North American real estate development industry, we do not believe we will be targeted for cyber-attacks. We have no operations in the countries directly involved in the conflict or are specifically impacted by any of the sanctions and embargoes, as we operate solely in the United States. We do not believe that the conflict will have any impact on our internal control over financial reporting. Other than general securities market trends, we do not have reason to believe that investors will evaluate the company as having special risks or exposures related to the Ukrainian conflict. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
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 the three-month period ended March 31, 2022 incurred a loss of $31,634 and had an accumulated deficit of $492,988 as of March 31, 2022. 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 implementing our proposed business plan and establishing 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 | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to GAAP and have been consistently applied. The Company has selected December 31 as its financial year end. The Company has not earned any revenue to date. Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2022 and for the related periods presented, have been included. The results for the three-month period ended March 31, 2022 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the year ended December 31, 2021 filed in our Form 10-K on April 15, 2022. 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 March 31, 2022 and December 31, 2021 our cash balances were $332 and $355, 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 notes payable – related parties. The carrying amounts of our prepaid expenses, accounts payable, accrued expenses- related parties and notes payable – related parties approximate 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 7 below for details of related party transactions in the period presented. 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 three-month periods ended March 31, 2022 and 2021, we did not recognize any revenue. Advertising Costs: We expense advertising costs when advertisements occur. No advertising costs were incurred during the three-month periods ended March 31, 2021 and 2021`. Stock-Based Compensation: The cost of equity instruments issued to employees and non-employees for services is measured by the grant date fair value of the equity instruments issued in accordance with ASC 718, “Compensation - Stock Compensation,” and recognized over the requisite service period, which is generally 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 three-month periods ended March 31, 2022 and 2021. 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 | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expense, Current [Abstract] | |
PREPAID EXPENSES | NOTE 4. PREPAID EXPENSES As of March 31, 2022 and December 31, 2021, the balance of prepaid expenses was $1,375 and $2,750, 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, 2021. |
Accrued Expenses - Related Part
Accrued Expenses - Related Parties | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES - RELATED PARTIES | NOTE 5. ACCRUED EXPENSES - RELATED PARTIES As of March 31, 2022 and December 31, 2021, balances of $198,000 and $189,000, respectively, were due to our current and former officers and directors with respect to accrued compensation. In addition, as of March 31, 2022 and December 31, 2021, balances of $33,491 and $29,243 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 Party
Notes Payable – Related Party | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
NOTE PAYABLE – RELATED PARTY | NOTE 6. NOTE PAYABLE – RELATED PARTY During the three months ended March 31, 2022, a trust controlled by one of our directors, our current officer and principal shareholder advances to us $2,465 (2020 - $8,200) 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 due on demand. As of March 31, 2022 and December 31, 2021, interest of $2,141 and $1,486, respectively, was accrued with respect to this loan. As of March 31, 2022 and December 31, 202, the balance outstanding under this promissory note was $34,439 and $31,974, respectively. During the three months ended March 31, 2022, a partnership controlled by one of our directors, who was a former officer of the Company and the former principal shareholder, advanced to us $0 (2020 - $18,268) 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, 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 March 31, 2022 and December 31, 2021 interest of $31,350 and $27,757, respectively, was accrued with respect to this loan. As of March 31, 2022 and December 31, 2021, the balance outstanding under the promissory note was $182,142 and $182,142 respectively. |
Commitments & Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | NOTE 7. COMMITMENTS & CONTINGENCIES Legal Proceedings We were not subject to any legal proceedings during the three-month periods ended March 31, 2022 or 2021, and, to the best of our knowledge, no legal proceedings are pending or threatened. Contractual Obligations Employment Agreements 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 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. 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. Common Stock Issuance Obligations Mr. Peter Gonzalez, our CEO/CFO, 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. The operation of this stock compensation plan has not commenced, and consequently no accrual for the cost of these shares has commenced and no shares have been issued to date. |
Shareholders' Deficit
Shareholders' Deficit | 3 Months Ended |
Mar. 31, 2022 | |
Shareholders' Deficit [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 8. 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 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 at March 31 2020 or December 31, 2020. Series A Preferred Stock 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 March 31, 2022 and December 31, 2021, 1,000,000 shares of Series A Preferred Stock were issued and outstanding. Series B Preferred 10% Cumulative Dividend Convertible Stock 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. 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 three months ended March 31, 2022 and 2021. As of March 31, 2022 and December 31, 2021, 21,525,481 shares of common stock were issued and outstanding. Stock Options We have an incentive stock option plan, which provides for the granting by the Board of Directors of stock options to directors and officers for the purchase of authorized but unissued common shares. No stock options have been granted under this plan since its inception. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company evaluated subsequent events after March 31, 2022, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined there have been no subsequent events for which disclosure is required. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to GAAP and have been consistently applied. The Company has selected December 31 as its financial year end. The Company has not earned any revenue to date. |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited interim condensed financial statements have been prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2022 and for the related periods presented, have been included. The results for the three-month period ended March 31, 2022 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the year ended December 31, 2021 filed in our Form 10-K on April 15, 2022. |
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 March 31, 2022 and December 31, 2021 our cash balances were $332 and $355, 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 notes payable – related parties. The carrying amounts of our prepaid expenses, accounts payable, accrued expenses- related parties and notes payable – related parties approximate 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 7 below for details of related party transactions in the period presented. |
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 three-month periods ended March 31, 2022 and 2021, we did not recognize any revenue. |
Advertising Costs | Advertising Costs: We expense advertising costs when advertisements occur. No advertising costs were incurred during the three-month periods ended March 31, 2021 and 2021`. |
Stock-Based Compensation | Stock-Based Compensation: The cost of equity instruments issued to employees and non-employees for services is measured by the grant date fair value of the equity instruments issued in accordance with ASC 718, “Compensation - Stock Compensation,” and recognized over the requisite service period, which is generally 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 three-month periods ended March 31, 2022 and 2021. |
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. |
Shareholders' Deficit (Tables)
Shareholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Shareholders' Deficit [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% |
Nature of Operations (Details)
Nature of Operations (Details) | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Per Lot [Member] | |
Nature of Operations (Details) [Line Items] | |
Purchase price of ownership | $ 60,000 |
21 Lots [Member] | |
Nature of Operations (Details) [Line Items] | |
Purchase price of ownership | $ 1,260,000 |
RRDFPLLLP [Member] | |
Nature of Operations (Details) [Line Items] | |
Ownership percentage | 75% |
DDH [Member] | |
Nature of Operations (Details) [Line Items] | |
Ownership percentage | 25% |
Summit [Member] | |
Nature of Operations (Details) [Line Items] | |
Ownership percentage sold | 100% |
Willamette Group Trust [Member] | |
Nature of Operations (Details) [Line Items] | |
Development fee payable | $ 262,500 |
Willamette Group Trust [Member] | Per Lot [Member] | |
Nature of Operations (Details) [Line Items] | |
Development fee payable | 12,500 |
Promissory Note [Member] | RRDFPLLLP and DDH [Member] | |
Nature of Operations (Details) [Line Items] | |
Notes payable | $ 1,260,000 |
Interest rate on notes payable | 6% |
Going Concern (Details)
Going Concern (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Incurred loss | $ (31,634) | |
Accumulated deficit | $ (492,988) | $ (461,354) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash and cash equivalents | $ 332 | $ 355 | $ 39 |
Interest rate | 50% | ||
Financial term | 1 year | ||
Related Party Transactions [Member] | |||
Summary of Significant Accounting Policies (Details) [Line Items] | |||
Membership percentage | 10% |
Prepaid Expenses (Details)
Prepaid Expenses (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense, Current [Abstract] | ||
Prepaid expense | $ 1,375 | $ 2,750 |
Accrued Expenses - Related Pa_2
Accrued Expenses - Related Parties (Details) - Officers and Directors [Member] - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses - Related Parties (Details) [Line Items] | ||
Accrued expenses | $ 198,000 | $ 189,000 |
Accrued interest | $ 33,491 | $ 29,243 |
Notes Payable _ Related Party (
Notes Payable – Related Party (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2020 | |
Notes Payable – Related Party (Details) [Line Items] | |||
Debt instrument face amount | $ 2,465 | $ 8,200 | |
Debt instrument bears interest rate | 8% | ||
Interest expenses | $ 2,141 | $ 1,486 | |
Debt instrument outstanding balance | 34,439 | 31,974 | |
Promissory Note [Member] | |||
Notes Payable – Related Party (Details) [Line Items] | |||
Debt instrument face amount | 0 | $ 18,268 | |
Interest expenses | 31,350 | 27,757 | |
Debt instrument outstanding balance | $ 182,142 | $ 182,142 | |
Debt instrument bears interest rate | 8% |
Commitments & Contingencies (De
Commitments & Contingencies (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Aug. 25, 2021 | Feb. 23, 2021 | |
Commitments & Contingencies (Details) [Line Items] | |||
Loss Contingency Accrual, Product Liability, Undiscounted, to be Paid, Remainder of Fiscal Year (in Dollars) | $ 15,000 | ||
Commission fee | 6% | ||
Non-Accountable expenses | 2% | ||
Amount paid as a deposit (in Dollars) | $ 15,000 | ||
Exercise price (in Dollars per share) | $ 12 | ||
Common stock shares (in Shares) | 60,000 | ||
Preferred Class B [Member] | |||
Commitments & Contingencies (Details) [Line Items] | |||
Non-Accountable expenses | 120% | ||
Placement Agent Agreement [Member] | |||
Commitments & Contingencies (Details) [Line Items] | |||
Non-Accountable expenses | 6% | ||
Directors and Officers [Member] | |||
Commitments & Contingencies (Details) [Line Items] | |||
Amount of salary per year (in Dollars) | $ 36,000 |
Shareholders' Deficit (Details)
Shareholders' Deficit (Details) - $ / shares | 3 Months Ended | |||||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2020 | Mar. 31, 2020 | Jan. 17, 2019 | |
Shareholders' Deficit (Details) [Line Items] | ||||||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | ||
Preferred stock, shares 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, shares authorized | 25,000,000 | 25,000,000 | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Common stock, shares issued | 21,525,481 | 21,525,481 | ||||
Common stock, shares outstanding | 21,525,481 | 21,525,481 | ||||
Series A Preferred Stock [Member] | ||||||
Shareholders' Deficit (Details) [Line Items] | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | ||||
Percentage of preferred stock voting rights | 60% | |||||
Preferred stock, shares 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, shares authorized | 5,000,000 | |||||
Series B Preferred Stock [Member] | ||||||
Shareholders' Deficit (Details) [Line Items] | ||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | 0 | 0 | ||||
Preferred stock, shares 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% | |||||
Directors and Officers One [Member] | Series A Preferred Stock [Member] | ||||||
Shareholders' Deficit (Details) [Line Items] | ||||||
Preferred stock, shares issued | 1,000,000 |
Shareholders' Deficit (Detail_2
Shareholders' Deficit (Details) - Schedule of optional redemption | 3 Months Ended |
Mar. 31, 2022 | |
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% |