UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, ~~2019~~2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________to _____________

000-56093

Commission file number

Stratus Capital Corp.

(Exact name of registrant as specified in its charter)

Delaware		83-1161556
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

8480 East Orchard Road, Suite 1100, Greenwood Village, Colorado		80111
(Address of principal executive offices)		(Zip Code)

(720) 214-5000

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act: None

Title of each Class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act:

Common

Title of each class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ~~☐ Yes x No~~

☐ Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes x No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x☐

Indicate by check mark whether the registrant ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Act~~effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. x7262(b)) ~~Yes~~ by the registered ☐public Noaccounting firm that prepared or issued its audit report. ☐

~~The aggregate~~Indicate ~~market value of our common shares of voting stock held~~ by ~~non-affiliates~~check ofmark ~~our~~whether ~~Company computed by reference to~~ the registrant ~~price~~is ata ~~which~~shell ~~the~~company ~~common equity was last sold~~ (~~$0.026)~~ as ofdefined ~~the~~in ~~last~~Rule ~~business~~12b-2 ~~day~~ of the ~~registrant’s most recently completed second quarter (June 30 , 2019~~Act) ~~was $249,025~~.

As☐ ~~of April 14, 2020, there were 21,525,481 common shares, $0.0001 par value, issued and outstanding.~~Yes x No

The aggregate market value of our common shares of voting stock held by non-affiliates of our Company computed by reference to the price at which the common equity was last sold ($0.018) as of the last business day of the registrant’s most recently completed second quarter (June 30, 2020) was $174,598.

As of March 31, 2021, there were 21,525,481 common shares, $0.0001 par value, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated:

None.

TABLE OF CONTENTS

		PAGE
Item 1.	Business.	4
Item 1A.	Risk Factors.	1213
Item 1B.	Unresolved Staff Comments.	1220
Item 2.	Properties.	1220
Item 3.	Legal Proceedings.	1221
Item 4.	Mine Safety Disclosure.	1221
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	1321
Item 6.	Selected Financial Data	1523
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1523
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	2027
Item 8.	Financial Statements and Supplementary Data.	2027
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	2128
Item 9A.	Controls and Procedures.	2128
Item 9B.	Other Information.	2229
Item 10.	Directors, Executive Officers and Corporate Governance.	2330
Item 11.	Executive Compensation.	2533
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	2736
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	2937
Item 14.	Principal ~~Accounting~~Accountant Fees and Services.	3039
Item 15.	~~Exhibits,~~Exhibit and Financial Statement Schedules.	3040
Item 16.	Form 10-K Summary	3140
SIGNATURES		3241

Table of Contents

PART I

FORWARD LOOKING STATEMENTS

This Form 10-K contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” ”expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

·	the uncertainty of profitability based upon our history of losses;

·	risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;

·	risks related to our operations and

·	other risks and uncertainties related to our business plan and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common stock” refer to the common shares in our capital stock.

ITEM 1. BUSINESS.

GENERAL

The following is a summary of some of the information contained in this document. Unless the context requires otherwise, references in this document to “our Company,” “us,” “we,” “our,” “Stratus,” or the “Company” are to Stratus Capital Corp.

DESCRIPTION OF BUSINESS

Stratus Capital Corp., a Delaware corporation, was incorporated in Delaware on April 13, 2018, which was a result of a Delaware holding company reorganization from a predecessor corporation, Ashcroft Homes Corporation, formerly a Colorado corporation which was merged into a subsidiary and thereupon divested. Our principal executive offices are located at 8480 East Orchard Road, Suite 1100, Greenwood Village, Colorado 80111 and the telephone number is (720) 214-5000. We maintain a website at www.~~StratusCapCorp~~StratusCap.com, which website is not incorporated herein or a part of this filing.

~~Table~~IMPACT ofOF ~~Contents~~COVID-19

~~Reports~~We have only limited operations at this time 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 ~~Security~~raise ~~Holders~~funding and commence operations for the foreseeable future.

~~We are~~Reports ~~subject~~ to ~~the~~Security ~~reporting requirements of Section 12(g) of the Exchange Act, and as such, we intend to file all required disclosures.~~Holders

~~You may~~We ~~read~~are ~~and~~subject ~~copy~~to ~~any materials we file with~~ the ~~SEC~~reporting ~~in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E.,~~requirements ~~Washington, D.C. 20549. You may obtain information on the operation~~ of ~~the Public Reference~~ Section by12(g) ~~calling~~of the ~~SEC~~Exchange ~~at 1-800-SEC-0330. Additionally~~Act, ~~the SEC maintains an Internet site that contains reports, proxy~~ and ~~information~~as ~~statements~~such, ~~and~~we ~~other~~intend ~~information regarding~~to ~~issuers that~~ file ~~electronically~~all ~~with~~required ~~the SEC, which can be found at http://www~~disclosures.~~sec.gov.~~

~~Jumpstart~~You may read and copy any materials ~~Our~~we ~~Business~~file ~~Startups~~with ~~Act~~the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

~~We qualify as an “emerging growth company” as defined in Section 101 of the~~ Jumpstart ~~our~~Our Business Startups Act ~~(“JOBS Act”) as we did not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of December 31, 2019, our last fiscal year.~~

We ~~may~~ ~~lose~~qualify ~~our status~~ as an “emerging growth company” onas ~~the~~defined ~~last~~in ~~day~~Section 101 of ~~our~~the ~~fiscal~~Jumpstart ~~year during which (i)~~ our ~~annual~~Business ~~gross~~Startups ~~revenue exceeds~~Act ~~$1,000,000,000 or~~ (ii“JOBS Act”) as we ~~issue~~did not have more than $1,000,000,000 in ~~non-convertible~~annual ~~debt~~gross inrevenue aand ~~three-year~~did ~~period.~~not Wehave ~~will~~such ~~lose our~~amount ~~status~~ as anof ~~emerging~~December ~~growth~~31, ~~company~~2019, ~~if at any time we are deemed to be a large accelerated filer. We will lose~~ our ~~status as an emerging growth company on the~~ last ~~day of our~~ fiscal year ~~following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement~~.

As We may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1,000,000,000 or (ii) we ~~may~~issue more ~~take~~than ~~advantage~~$1,000,000,000 ofin ~~specified~~non-convertible ~~reduced~~debt ~~reporting~~in ~~and~~a ~~other~~three-year ~~burdens~~period. ~~that~~We ~~are~~will ~~otherwise~~lose ~~applicable~~our status as an emerging growth company if at any time we are deemed to ~~generally~~be ~~reporting~~a ~~companies~~large accelerated filer. ~~These~~We ~~provisions~~will ~~include:~~lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.

-As Aan ~~requirement~~emerging togrowth ~~have~~company, ~~only~~we ~~two~~may take ~~years~~advantage of ~~audited~~specified ~~financial~~reduced ~~statement~~reporting and ~~only~~other ~~two~~burdens ~~years~~that ofare ~~related~~otherwise ~~Management~~applicable ~~Discussion~~to ~~and~~generally ~~Analysis~~reporting ~~Disclosures~~companies. These provisions include:

- ~~Reduced~~A ~~disclosure~~requirement ~~about~~to ~~the~~have ~~emerging~~only ~~growth~~two ~~company’s~~years ~~executive~~of ~~compensation~~audited ~~arrangements;~~financial statement and only two years of related Management Discussion and Analysis Disclosures:

- NoReduced ~~non-binding~~disclosure ~~advisory~~about ~~votes~~the onemerging growth company’s executive compensation ~~or golden parachute~~ arrangements.; and

~~As an~~- ~~emerging~~No ~~growth company, we are exempt from Section 404(b) of the Sarbanes~~non-~~Oxley~~binding ~~Act~~advisory ofvotes ~~2002~~on ~~and~~executive ~~Section~~compensation ~~14A(a)~~or ~~and~~golden ~~(b)~~parachute ~~of the Securities Exchange Act of 1934~~arrangements. ~~Such sections are provided below:~~

~~Section~~As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 ~~requires~~and Section 14A(a) ~~public~~and ~~company’s~~(b) ~~auditor~~of tothe ~~attest~~Securities ~~to,~~Exchange ~~and~~Act ~~report~~of ~~on, management’s~~1934. ~~assessment~~Such ofsections ~~its~~are ~~internal~~provided ~~controls.~~below:

~~Sections 14A(a)~~Section ~~and~~ 404(b) of the ~~Securities and Exchange~~ Sarbanes-Oxley Act, ~~implemented~~of by2002 ~~Section~~requires ~~951~~a ofpublic ~~the~~company’s ~~Dodd-Frank~~auditor ~~Act,~~to ~~require~~attest ~~companies~~ to, ~~hold shareholder~~and ~~advisory~~report ~~votes~~ on, ~~executive~~management’s ~~compensation~~assessment ~~and~~of ~~golden~~its ~~parachute compensation~~internal controls.

~~We have~~Sections ~~already~~14A(a) ~~taken~~and ~~advantage~~(b) of ~~these~~the ~~reduced~~Securities and ~~reporting~~Exchange ~~burdens in this Form 10-K~~Act, ~~which~~implemented ~~are~~by ~~also~~Section ~~available~~951 toof usthe asDodd-Frank aAct, ~~smaller reporting~~require ~~company~~companies asto ~~defined~~hold ~~under~~shareholder ~~Rule~~advisory ~~12b-2~~votes ofon ~~the~~executive compensation ~~Securities~~and ~~Exchange~~golden ~~Act~~parachute ~~of 1934, as amended (the “Exchange Act”)~~compensation.

~~As long~~We ashave wealready ~~qualify~~taken asadvantage anof ~~emerging~~these reduced ~~growth~~reporting ~~company,~~burdens wein ~~will~~this ~~not~~Form be10-K, ~~required~~which toare ~~comply~~also ~~with~~available ~~the~~to ~~requirements~~us ofas ~~Section~~a ~~404(b)~~smaller ~~of the~~reporting ~~Sarbanes-Oxley~~company ~~Act~~as ofdefined ~~2002~~under ~~and~~Rule 12b-2 ~~Section 14A(a) and (b)~~ of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

~~In addition,~~As ~~Section~~long ~~107~~as ofwe ~~the~~qualify ~~JOBS~~as ~~Act also provides that~~ an emerging growth company, ~~can~~we ~~take~~will ~~advantage~~not ofbe ~~the~~required ~~extended~~to ~~transition period~~comply ~~provided~~with inthe requirements of Section 7404(ab)~~(2)(B)~~ of the ~~Securities~~Sarbanes-Oxley Act of ~~1933,~~2002 asand Section ~~amended~~ 14A(~~the “Securities Act”~~a) ~~for~~and ~~complying with new or revised accounting standards. We are choosing to irrevocably opt out of the extended transition period for complying with new or revised accounting standards under Section 102~~(b)~~(2)~~ of the ~~JOBS~~Securities Exchange Act of 1934.

~~Table~~In addition, Section 107 of ~~Contents~~the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We are choosing to irrevocably opt in to the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act.

CURRENT BUSINESS

We intend to be engaged in the real estate and land development business in the United States. We intend to develop a portfolio of development opportunities in various stages along with opportunistic acquisitions and partnerships in our core-markets. We operate solely under Stratus Capital Corp. We have historical presence and management experience in the mid-west and south-east regions. We plan to organize our business into the following operating segments:

Early Stage Land Development
In-fill Development of Single-Family Attached and Multi-Family Product
Opportunistic Joint-Ventures, Partnerships, and Lending

Organizational Structure

Stratus Capital Corporation
Organizational Structure


LAND DEVELOPMENT	COMMERCIAL, RESIDENTIAL & MIXED-USE DEVELOPMENT	JOINT-VENTURES, PARTNERSHIPS AND LENDING

ENTITLEMENT	SINGLE & MULTI FAMILY PRODUCT	INFILL JOINT-VENTURES

ASSET REPOSITIONING	SENIOR HOUSING	STRATEGIC PARTNERSHIPS

DEVELOPMENT	CONSTRUCTION SERVICES	STRATEGIC LENDING

~~Business Strategy~~Current Projects

~~Our~~NOTE: We ~~long-term~~reserve the right to add or delete real estate projects or substitute projects in the event that the economics, timing or financing ~~strategy:~~of one or more of the projects, proves to be infeasible under the circumstances. Management will have sole discretion in making those judgments.

•Our ~~Pursuing~~procedure ~~opportunities~~for ~~within~~contracting ~~our~~for ~~core markets;~~projects:

•The ~~Developing~~identified ~~high-quality~~projects ~~relationships~~are ~~with~~sought and generated by Peter Gonzalez, our ~~asset~~CEO, ~~partners;~~through his experience and network within in each market. He generally takes an option or purchase contract personally or through an entity he controls, for a period of time during which he performs due diligence on the market, zoning, potential costs, the market absorption projections, local subcontractors and any environmentally issues. If the Company is able to achieve funding sufficient to buy and build any project or projects, Mr. Gonzalez will assign the option or contract positions to the Company, in full, and at no additional consideration or markup so there is no additional cost to the Company. The Company, as it exists with its current funding, is unable to participate in any project until funding under an Offering has been achieved. At this time, there are no pending contracts or agreements due to the uncertainty of funding.

~~• Maintaining a cost-efficient culture; and~~6

•Accordingly, ~~Appropriately~~there ~~balancing~~are ~~risk~~no contracts for real estate or development under which the Company is obligated in any way to participate or incur any costs, at this time. Mr. Gonzalez has committed, under our conflicts policy, to first offer all projects that meet the consideration criteria, to the Company on the terms that can be negotiated with the sellers and ~~opportunity~~with no markups, and no additional consideration to Mr. Gonzalez.

~~We are~~Project committed to improving the communities we work within and enhancing the lifestyle of our neighborhoods. Delivering on this involves thoughtful planning to accommodate the needs of our various customers, homeowners and the surrounding community. We engage unaffiliated civil and architectural firms to develop and augment existing plans in order to ensure that our developments reflect current market updates to complement our surrounding communities.Criteria:

~~We intend~~The toCompany ~~acquire~~cannot ~~our~~predict ~~assets~~or inproject ~~core~~any ~~locations where we can target maximizing long-term shareholder value and operate our business~~profits ~~to capitalize~~ on ~~market~~any ~~appreciation~~project ~~and mitigate risks from economic downturns~~ as weit ~~recognize~~has ~~the~~no ~~cyclical~~history ~~nature~~ of ~~the national real estate market~~development. WeOur ~~intend~~project toconsideration ~~regularly~~criteria ~~assess~~involve ~~our~~three ~~capital~~primary allocation strategy to drive shareholder return. We also take advantage of joint venture opportunities, partnerships and lending opportunities as they arise in order to secure asset allocations to share risk and maximize returns.elements:

61. Market projections during construction and product marketing period for the project locale.

~~Table~~2. Targeted yield of ~~Contents~~24+% on cash cost-there is no assurance that this can be attained-it is a project qualification criteria.

We3. ~~intend~~Timely availability of financing for the toproject ~~execute~~costs-equity, ~~this~~bank ~~strategy~~funding, ~~by:~~or a combination, in many instances.

•Of ~~Increasing~~course, ~~our~~there ~~existing~~are ~~land~~many ~~supply~~other ~~through~~subordinate considerations ~~expanding~~such ~~market~~as ~~presence;~~zoning, utilities, product selection and design, environmental, marketing strategies, that are somewhat variable to individual projects, and cannot be uniformly predicted, or estimated.

•We ~~Combining~~are ~~land~~seeking ~~acquisition~~funding ~~and~~through ~~development~~a ~~expertise~~Regulation A offering currently filed with ~~development~~the ~~operations;~~SEC on Form 1-A through CIM Securities. The offering is not yet qualified under Regulation A.

•Summary ~~Maintaining~~of ancurrent ~~efficient~~development ~~capital~~projects ~~structure;~~under consideration:

•Skiff ~~Selectively~~Point ~~investing~~Condos, Wood Dove Avenue Townhomes, Washington Park Townhomes, Magnolia Park Condos, Grande Oaks Preserve Condos, Reunion Station Townhomes and Condos, Miller Street Station Townhomes and Perry Park Townhomes. All projects are located in ~~joint-ventures~~the Southwest, ~~partnerships~~FL, and ~~lending~~Denver, ~~opportunities;~~CO markets which are experiencing continuing expansion in employment, residential and commercial development, population growth and resulting housing demand.

•Business ~~Employing and retaining a highly experienced management team with a strong operating track record.~~Strategy

~~Land and~~Our ~~Development~~long-term ~~Strategies~~strategy:

~~Community development~~• Pursuing ~~includes~~opportunities ~~the~~within ~~acquisition~~our ~~and~~core development of communities, which may include obtaining significant planning and entitlement approvals and completing construction of off-site and on-site utilities and infrastructure. We intend to generally operate as small community developers, but in some communities, we operate solely as merchant builders, in which case, we acquire fully planned and entitled lots and may construct on-site improvements or in-fill opportunities.markets;

~~In order~~• Developing ~~to maximize our expected risk~~high-~~adjusted~~quality ~~return,~~relationships ~~the allocation of capital for land investment is performed in the discretion of our management (2 persons) at the corporate level~~ with a disciplined approach to overall portfolio management. Macro and micro indices, including but not limited to employment, housing starts, new home sales, re-sales and foreclosures, along with market related shifts in competition, land availability and consumer preferences, are carefully analyzed to determine our ~~land and homebuilding~~asset ~~strategy. Our long-term plan is compared on an ongoing basis to current conditions in the marketplace as they evolve and is adjusted to the extent necessary.~~partners;

~~Community Integration~~• Maintaining a cost-efficient culture; and

~~We intend~~• Appropriately tobalancing ~~complement~~risk ~~each community or neighborhood~~ and ~~governing municipality we interact with, beginning with an overall community master plan and then determining the specific asset~~ opportunity ~~to maximize returns for our shareholders and the stakeholders of the area~~. ~~After necessary governmental and other approvals have been obtained, we intend to improve the assets as planned.~~

~~The life~~We ~~cycle~~are ofcommitted anto ~~asset~~improving ~~generally~~the ~~ranges~~communities we ~~from~~work ~~two~~within toand ~~five~~enhancing ~~years,~~the ~~commencing~~lifestyle ~~with~~of ~~the~~our ~~acquisition~~neighborhoods. orDelivering ~~investment~~on inthis ~~the~~involves ~~asset~~thoughtful ~~and continuing~~planning ~~through~~to accommodate the ~~development~~needs ~~phase~~of our various customers, ~~concluding~~homeowners ~~with~~and the ~~sale,~~surrounding ~~construction~~community. orWe ~~delivery~~engage ofunaffiliated ~~product~~civil ~~types.~~and ~~The~~architectural ~~actual life~~firms ~~cycle~~to ~~will~~develop ~~vary~~and ~~based~~augment onexisting ~~the~~plans ~~asset~~in ~~type,~~order ~~the~~to ~~development~~ensure ~~cycle~~that ~~and~~our ~~the~~developments ~~general~~reflect current market ~~conditions~~updates to complement our surrounding communities.

~~Sources~~We intend to acquire our assets in core locations where we can target maximizing long-term shareholder value and ~~Availability~~operate our business to capitalize on market appreciation and mitigate risks from economic downturns as we recognize the cyclical nature of ~~Raw~~the ~~Materials~~national real estate market. We intend to regularly assess our capital allocation strategy to drive shareholder return. We also take advantage of joint venture opportunities, partnerships and lending opportunities as they arise in order to secure asset allocations to share risk and maximize returns.

When we commence our business plan of development, based on local market practices, we either directly, or indirectly through our subcontractors, intend to purchase drywall, cement, steel, lumber, insulation and the other building materials necessary to construct the various residential product asset classes we develop. While these materials are generally widely available from a variety of sources, from time to time we may experience material shortages on a localized basis which can substantially increase the price for such materials and our construction process can be slowed. We have multiple sources for the materials we intend to purchase, which will decrease the likelihood that we would experience significant delays due to unavailability of necessary materials.7

~~Trades and~~We ~~Labor~~intend to execute this strategy by:

~~Our construction,~~• Increasing ~~land~~our ~~and~~existing ~~purchasing~~land ~~teams will coordinate subcontracting services and supervise all aspects of construction work~~supply ~~and~~through ~~quality~~expanding ~~control.~~market ~~We intend to act as a general contractor for residential projects.~~presence;

~~Subcontractors perform~~• Combining ~~construction and~~ land ~~development~~acquisition ~~scopes~~and ~~of work, generally under fixed-price contracts. The availability of labor, specifically~~development asexpertise itwith ~~relates~~development ~~to qualified tradespeople, at reasonable prices can be challenging~~operations;

7• Maintaining an efficient capital structure;

~~Table~~• Selectively ofinvesting ~~Contents~~in joint-ventures, partnerships and lending opportunities; and

~~in some~~• Employing ~~markets as the supply chain responds to uneven industry growth~~ and ~~other~~retaining ~~economic~~a ~~factors~~highly experienced ~~that~~management ~~affect~~team ~~the~~with ~~number~~a ofstrong ~~people in~~operating ~~the~~track ~~workforce~~record.

~~Procurement~~ Land and ~~Construction~~Development Strategies

WeCommunity development includes the acquisition ~~plan~~and todevelopment ~~have~~of acommunities, ~~comprehensive~~which ~~procurement~~may ~~program~~include ~~that~~obtaining ~~leverages~~significant ~~our~~planning ~~size~~and entitlement approvals and ~~regional~~completing ~~presence~~construction of tooff-site ~~achieve~~and ~~efficiencies~~on-site utilities and ~~cost savings~~infrastructure. ~~Our~~We ~~procurement~~intend ~~objective~~to isgenerally tooperate ~~maximize~~as ~~cost~~small ~~and~~community ~~process~~developers, ~~efficiencies~~but toin ~~ensure~~some communities, ~~consistent~~we ~~utilization~~operate ofsolely ~~established~~as merchant builders, in which case, we acquire fully planned and entitled lots and may construct ~~contractual~~on-site ~~arrangements~~improvements or in-fill opportunities.

~~Sales~~In order to maximize our expected risk-adjusted return, the allocation of capital for land investment is performed in the discretion of our management (2 persons) at the corporate level with a disciplined approach to overall portfolio management. Macro and ~~Marketing~~micro indices, including but not limited to employment, housing starts, new home sales, re-sales and foreclosures, along with market related shifts in competition, land availability and consumer preferences, are carefully analyzed to determine our land and homebuilding strategy. Our long-term plan is compared on an ongoing basis to current conditions in the marketplace as they evolve and is adjusted to the extent necessary.

~~Our marketing~~Community program will be built out utilizing a balanced approach of corporate support and local expertise to attract potential lot buyers or homebuyers in a focused, efficient and cost-effective manner. Our sales and marketing teams will provide a generalized marketing framework across our regional operations. We hope to maintain product and price level differentiation through market and customer research to meet the need of our homebuilders and homebuyers.Integration

~~The~~We intend to complement each community or neighborhood ~~central~~and ~~element~~governing ofmunicipality ~~our~~we ~~marketing~~interact ~~platform~~with, isbeginning with an overall community master plan and then determining the specific asset opportunity to maximize returns for our ~~web~~shareholders ~~presence~~and atthe ~~www~~stakeholders of the area.~~StratusCapCorp.com.~~ ~~The~~After ~~main~~necessary ~~purpose~~governmental ofand ~~this~~other approvals ~~website~~have isbeen obtained, we intend to ~~connect~~ ~~with~~improve ~~potential~~the ~~customers~~assets as planned.

~~Competition~~The life cycle of an asset generally ranges from two to five years, commencing with the acquisition or investment in the asset and continuing through the development phase, concluding with the sale, construction or delivery of product types. The actual life cycle will vary based on the asset type, the development cycle and the general market conditions.

~~The land~~Sources ~~development~~ and ~~homebuilding~~Availability ~~business is highly competitive and fragmented. We compete with numerous national and local competitors~~ of ~~varying~~Raw ~~sizes, most of which have greater sales and financial resources than us. We compete primarily on the basis of location, lot availability, product design, quality, service, price and reputation.~~Materials

~~In order~~When towe ~~maximize~~commence our ~~sales~~business ~~volumes~~plan of development, based ~~profitability~~on ~~and~~local ~~product~~market ~~strategy~~practices, we ~~strive~~either todirectly, ~~understand~~or indirectly through our ~~competition~~subcontractors, ~~and~~intend ~~their~~to ~~pricing~~purchase drywall, cement, ~~product~~steel, lumber, insulation and ~~sales~~the ~~volume~~other ~~strategies~~building ~~and~~materials ~~results.~~necessary ~~Competition~~to ~~among~~construct the various residential ~~land~~product ~~developers~~asset ~~and~~classes we ~~homebuilders~~develop. While these materials are generally widely available from a variety of ~~all~~sources, ~~sizes~~from istime to time we may experience ~~based~~material shortages on a ~~number~~localized ofbasis ~~interrelated~~which ~~factors,~~can ~~including~~substantially ~~location,~~increase ~~lot~~the ~~sizes,~~price ~~reputation,~~for ~~amenities,~~such ~~floor~~materials ~~plans,~~and ~~design~~our construction process can be slowed. We have multiple sources for the materials we intend to purchase, ~~quality~~which will decrease the likelihood that we would ~~and~~experience ~~price~~significant delays due to unavailability of necessary materials.

~~Seasonality~~Trades and Labor

~~We expect~~Our toconstruction, ~~experience~~land ~~variability~~and inpurchasing ~~our~~teams will ~~results~~coordinate onsubcontracting aservices ~~quarterly~~and ~~basis~~supervise ~~therefore~~all ~~our~~aspects ~~results~~of ~~may~~construction ~~fluctuate~~work ~~significantly on a quarterly basis,~~ and wequality ~~must maintain sufficient liquidity to meet short-term operating requirements~~control. ~~Factors~~We ~~expected~~intend to ~~contribute~~act toas ~~these~~a ~~fluctuations~~general ~~include,~~contractor ~~but~~for ~~are~~residential ~~not limited to:~~projects.

•Subcontractors ~~the~~perform ~~timing~~construction and land development scopes of ~~the~~work, ~~introduction~~generally ~~and~~under ~~start~~fixed-price ofcontracts. ~~construction~~The availability of ~~new~~labor, ~~projects;~~specifically as it relates to qualified tradespeople, at reasonable prices can be challenging

~~• the timing of sales;~~8

•in some markets as the ~~timing~~supply ofchain ~~closings~~responds to ofuneven ~~homes,~~industry ~~lots~~growth and ~~parcels;~~other economic factors that affect the number of people in the workforce.

•Procurement ~~the timing of receipt of regulatory approvals for development~~ and ~~construction;~~Construction

•We ~~the~~plan ~~condition~~to ofhave ~~the~~a ~~real~~comprehensive ~~estate~~procurement program ~~market~~that leverages our size and ~~general~~regional ~~economic~~presence ~~conditions~~to inachieve ~~the~~efficiencies ~~areas~~and incost ~~which~~savings. weOur ~~operate;~~procurement objective is to maximize cost and process efficiencies to ensure consistent utilization of established contractual arrangements.

•Sales ~~Joint-venture, partnerships~~ and ~~loan and investment opportunities;~~Marketing

•Our ~~construction~~marketing ~~timetables;~~program will be built out utilizing a balanced approach of corporate support and local expertise to attract potential lot buyers or homebuyers in a focused, efficient and cost-effective manner. Our sales and marketing teams will provide a generalized marketing framework across our regional operations. We hope to maintain product and price level differentiation through market and customer research to meet the need of our homebuilders and homebuyers.

•The ~~the~~central ~~cost~~element ~~and~~of ~~availability~~our marketing platform is our web presence at www.StratusCap.com. The main purpose of ~~materials~~this ~~and~~website ~~labor;~~is ~~and~~to connect with potential customers.

~~• weather conditions in the markets in which we develop and build.~~Competition

8The land development and homebuilding business is highly competitive and fragmented. We compete with numerous national and local competitors of varying sizes, most of which have greater sales and financial resources than us. We compete primarily on the basis of location, lot availability, product design, quality, service, price and reputation.

~~Table~~In order to maximize our sales volumes, profitability and product strategy, we strive to understand our competition and their pricing, product and sales volume strategies and results. Competition among residential land developers and homebuilders of ~~Contents~~all sizes is based on a number of interrelated factors, including location, lot sizes, reputation, amenities, floor plans, design, quality and price.

~~Regulation, Environmental, Health and Safety Matters~~Seasonality

~~Regulatory~~We expect to experience variability in our results on a quarterly basis therefore our results may fluctuate significantly on a quarterly basis, and we must maintain sufficient liquidity to meet short-term operating requirements. Factors expected to contribute to these fluctuations include, but are not limited to:

We are subject to various local, state and federal statutes, ordinances, rules and regulations concerning zoning, building design, construction and similar matters, including local regulations that impose restrictive zoning and density requirements in order to limit • the ~~number~~timing of ~~homes that can eventually be built within~~ the ~~boundaries~~introduction ~~of a particular property or locality. In a number~~and ofstart ~~our markets, there has been an increase in state and local legislation requiring the dedication~~ of ~~land as open space. In addition, we are subject to various licensing, registration and filing requirements in connection with the~~ construction, ~~advertisement and sale~~ of ~~homes~~new in our communities. The impact of these laws has been to increase our overall costs and may delay the opening of communities or cause us to conclude that development of particular communities would not be economically feasible, even if any or all necessary governmental approvals are obtained. We also may be subject to periodic delays or may be precluded entirely from developing communities due to building moratoriums in one or more of the areas in which we operate, including development of building lots for clients. Generally, such moratoriums relate to insufficient water, power, drainage or sewage facilities or inadequate road capacity.projects;

In order to secure certain approvals in some areas, we may be required to provide affordable housing at below market sales prices of residential product or price certain percentage of building lots to meet these requirements. In addition, local and state governments have broad discretion regarding • the ~~imposition~~timing of development fees for projects under their jurisdictions, as well as requiring concessions or that the developer or builder construct certain improvements to public places such as parks and streets or fund schools. The impact of these requirements on us depends on how the various state and local governments in the areas in which we engage, or intend to engage, in development implement their programs. To date, these restrictions have not had a material impact on us.sales;

~~We are~~• the ~~subject~~timing ~~to various state and federal statutes, rules and regulations, including those that relate to licensing, lending operations and other areas~~ of ~~mortgage~~closings ~~origination and financing. The impact~~ of ~~those statutes~~homes, ~~rules and regulations can increase our homebuyers’~~ ~~cost~~lots ~~of financing, increase our cost of doing business, as well as restrict our homebuyers’ access to some types of loans. Certain requirements provided for by the Dodd-Frank Wall Street Reform~~ and Consumer Protection Act ("Dodd-Frank Act") have not yet been finalized or fully implemented. The effect of such provisions on our financial services business will depend on the rules that are ultimately enacted. The title and settlement services provided by Inspired Title are subject to various regulations, including regulation by state banking and insurance regulators.parcels;

~~In order~~• the ~~for~~timing ~~our~~of ~~homebuyers~~receipt ~~to finance their home purchases with FHA-insured, Veterans Administration-guaranteed or U.S. Department~~ of ~~Agriculture-guaranteed mortgages, we are required to build such homes in accordance with the~~ regulatory approvals ~~requirements~~for ofdevelopment ~~those agencies.~~and construction;

~~Some states~~• the ~~have~~condition ~~statutory~~of ~~disclosure requirements or other pre-approval requirements or limitations governing~~ the ~~marketing~~real ~~and sale~~estate ofmarket ~~new~~and ~~homes.~~general ~~These~~economic ~~requirements~~conditions ~~vary~~in ~~widely~~the ~~from~~areas ~~state~~in towhich ~~state.~~we operate;

~~Some states require us to be registered as a licensed contractor~~• Joint-venture, apartnerships ~~licensed real estate broker~~ and ~~in some markets our sales agents~~ ~~are~~loan ~~additionally~~and ~~required~~investment ~~to be registered as licensed real estate agents.~~opportunities;

~~Environmental~~• construction timetables;

~~We also~~• the ~~are~~cost ~~subject to a variety of local, state~~ and ~~federal~~availability ~~statutes, ordinances, rules and regulations concerning protection~~ of ~~public~~ ~~health and the environment (collectively, “environmental laws”). For example, environmental laws may affect:~~materials ~~how we manage storm water runoff, wastewater discharges,~~ and ~~dust~~labor; ~~how we develop or operate on properties on or affecting resources such as wetlands, endangered species, cultural resources, or areas subject to preservation laws;~~ and how we address contamination. The particular environmental laws that apply to any given community vary greatly according to the location and environmental condition of the site and the present and former uses of the site. Complying with these environmental laws may result in delays, may cause us to incur substantial compliance and other costs, and/or may prohibit or severely restrict development in certain environmentally sensitive regions or areas. Noncompliance with environmental laws could result in fines and penalties, obligations to

9• weather conditions in the markets in which we develop and build.

~~Table of Contents~~9

~~remediate~~Regulation, ~~permit~~ ~~revocation~~Environmental, ~~and~~Health ~~other sanctions;~~ and ~~contamination or other environmental conditions at or in the vicinity of our developments~~Safety ~~could result in claims against us for personal injury, property damage, or other losses.~~Matters

~~As part of the land acquisition due diligence process, we intend to utilize environmental assessments to identify environmental conditions that may exist on potential acquisition properties.~~Regulatory

We are subject to various local, state and ~~intend~~federal statutes, ordinances, rules and regulations concerning zoning, building design, construction and similar matters, including local regulations that impose restrictive zoning and density requirements in order to ~~manage~~limit ~~compliance~~the number of homes that can eventually be built within the boundaries of a particular property or locality. In a number of our markets, there has been an increase in state and local legislation requiring the dedication of land as open space. In addition, we are subject to various licensing, registration and filing requirements in connection with ~~environmental~~the construction, advertisement and sale of homes in our communities. The impact of these laws athas been to increase our overall costs and may delay the ~~division~~opening ~~level~~of ~~with~~communities ~~assistance~~or cause us to conclude that development of particular communities would not be economically feasible, even if any or all necessary governmental approvals are obtained. We also may be subject to periodic delays or may be precluded entirely from developing communities due to building moratoriums in one or more of the ~~local~~areas ~~consultants~~in which we operate, including development of building lots for clients. Generally, such moratoriums relate to insufficient water, power, drainage or sewage facilities or inadequate road capacity.

~~Health~~In order to secure certain approvals in some areas, we may be required to provide affordable housing at below market sales prices of residential product or price certain percentage of building lots to meet these requirements. In addition, local and ~~Safety~~state governments have broad discretion regarding the imposition of development fees for projects under their jurisdictions, as well as requiring concessions or that the developer or builder construct certain improvements to public places such as parks and streets or fund schools. The impact of these requirements on us depends on how the various state and local governments in the areas in which we engage, or intend to engage, in development implement their programs. To date, these restrictions have not had a material impact on us.

We are ~~committed~~subject to ~~maintaining~~various ~~high~~state ~~standards~~and infederal statutes, ~~health~~rules and ~~safety~~regulations, atincluding ~~all~~those that relate to licensing, lending operations and other areas of mortgage origination and financing. The impact of those statutes, rules and regulations can increase our ~~sites~~homebuyers’ cost of financing, increase our cost of doing business, as well as restrict our homebuyers’ access to some types of loans. ~~Key~~Certain ~~areas~~requirements provided for by the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act") have not yet been finalized or fully implemented. The effect of ~~focus~~such ~~are~~provisions on ~~site~~our ~~conditions~~financial services business will depend on the rules that are ultimately ~~meeting~~enacted. ~~exacting~~The ~~health~~title and ~~safety~~settlement ~~standards,~~services ~~and~~provided onby ~~subcontractor~~Inspired ~~performance~~Title ~~throughout~~are ~~our~~subject ~~operating~~to ~~areas~~various ~~meeting~~regulations, orincluding ~~exceeding~~regulation ~~expectations~~by state banking and insurance regulators.

~~Intellectual~~In order for our homebuyers to finance their ~~Property~~home purchases with FHA-insured, Veterans Administration-guaranteed or U.S. Department of Agriculture-guaranteed mortgages, we are required to build such homes in accordance with the regulatory requirements of those agencies.

~~We own~~Some ~~certain~~states ~~logos~~have ~~and~~statutory ~~trademarks~~disclosure ~~that~~requirements or ~~are~~other ~~important~~pre-approval torequirements ~~our~~or ~~overall~~limitations ~~branding~~governing ~~and~~the ~~sales~~marketing ~~strategy.~~and ~~Our~~sale ~~consumer~~of ~~logos~~new ~~are~~homes. ~~designed to~~These ~~draw~~requirements onvary ~~our~~widely from ~~recognized~~state ~~homebuilding~~to ~~heritage while emphasizing a customer-centric focus~~state.

~~Employees,~~Some states require us to be registered as ~~Subcontractors~~a licensed contractor, a licensed real estate broker and ~~Consultants~~in some markets our sales agents are additionally required to be registered as licensed real estate agents.

As of April 14, 2020, we employ no persons except our officers serve on a part-time basis. Of these, all are engaged in land development, administration and construction operations, senior management facilitate joint-ventures, partnerships or loan investments. As of this date we were not subject to collective bargaining agreements. We consider our employee relations to be good.Environmental

We ~~will~~ ~~act~~also asare subject to a ~~general~~variety ~~contractor~~of atlocal, state ~~times~~and federal statutes, ordinances, rules and regulations concerning protection of public health and the environment (collectively, “environmental laws”). For example, environmental laws may affect: how we manage storm water runoff, wastewater discharges, and dust; how we develop or operate on properties on or affecting resources such as ~~project~~wetlands, ~~manager~~endangered ~~engaging~~species, ~~local~~cultural ~~general~~resources, or ~~contractors~~areas ~~with~~subject ~~all~~to ~~construction~~preservation ~~operations~~laws; and how we address contamination. The particular environmental laws that apply to any given Wecommunity ~~will~~vary ~~use~~greatly ~~independent~~according ~~consultants~~to the location and ~~contractors~~environmental ~~for~~condition ~~land~~of ~~planning,~~the ~~civil~~site ~~engineering,~~and ~~architectural~~the present and former uses of the site. Complying with these environmental laws may result in delays, ~~advertising~~may cause us to incur substantial compliance and ~~legal~~other costs, ~~services~~and/or may prohibit or severely restrict development in certain environmentally sensitive regions or areas. Noncompliance with environmental laws could result in fines and penalties, obligations to

~~Revenue~~10

Weremediate, permit revocation, and other sanctions; ~~did~~and ~~not~~contamination ~~record~~or ~~any~~other ~~revenue~~environmental ~~during~~conditions at or in the ~~year~~vicinity ~~ended~~of ~~December~~our ~~31,~~developments ~~2019~~could orresult ~~from~~in ~~December~~claims ~~31,~~against ~~2019~~us for ~~through~~personal ~~the~~injury, ~~date~~property ofdamage, ~~this~~or ~~filing~~other losses.

~~Investment~~As part of the land acquisition due diligence ~~Company~~process, ~~Act~~we ~~1940~~intend to utilize environmental assessments to identify environmental conditions that may exist on potential acquisition properties.

~~Although we~~We ~~will~~intend ~~be subject~~ to ~~regulation~~manage ~~under~~compliance ~~the~~with ~~Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject~~environmental tolaws ~~regulation~~at ~~under~~ the ~~Investment~~division ~~Company~~level ~~Act~~with ofassistance 1940 (the “1940 Act”) insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment interests in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to register as an investment company and incur significant registration and compliance costs. We have obtained no formal determination from the ~~SEC~~local ~~as to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences~~consultants. ~~We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.~~

~~Factors Effecting~~Health ~~Future~~and ~~Performance~~Safety

~~The~~We are committed to maintaining high standards ~~factors~~in ~~affecting~~health and safety at all of our ~~future~~sites. ~~performance~~Key areas of focus are ~~listed~~on site conditions meeting exacting health and ~~explained~~safety ~~below~~standards, and ~~under~~on ~~the~~subcontractor ~~section~~performance ~~“Risk~~throughout ~~Factors”~~our ~~below.~~operating areas meeting or exceeding expectations.

10Intellectual Property

~~Table~~We ofown ~~Contents~~certain logos and trademarks that are important to our overall branding and sales strategy. Our consumer logos are designed to draw on our recognized homebuilding heritage while emphasizing a customer-centric focus.

~~Description Of~~Employees, ~~Properties/Assets~~Subcontractors and Consultants

~~Real~~As ~~Estate~~of March 31, 2021, we have 2 officers, a non-executive ~~None~~director and 4 staff retained as consultants on a part-time basis. Of these, all are engaged in land development, administration and construction operations, senior management facilitate joint-ventures, partnerships or loan investments. As of this date we were not subject to collective bargaining agreements. We consider our employee relations to be good.

~~Oil~~We will act as a general contractor at times, or as project manager engaging local general contractors with all construction operations. We will use independent consultants and ~~Gas~~contractors ~~Properties~~for -land ~~None~~planning, civil engineering, architectural, advertising and legal services.

~~Patents - None~~Revenue

~~Trademarks -~~ We ~~own~~did not ~~certain~~record ~~logos~~any ~~and~~revenue ~~trademarks~~during ~~that~~the ~~are~~years ~~important~~ended toDecember ~~our~~31, ~~overall~~2020 ~~branding~~ and ~~sales~~2019, ~~strategy.~~or ~~Our~~from ~~consumer~~January ~~logos~~1, ~~are~~2021 ~~designed to~~through ~~draw~~the ondate ~~our~~of ~~recognized~~this ~~homebuilding heritage while emphasizing a customer-centric focus~~filing.

~~Plan of~~Investment ~~Operations~~Company Act 1940

~~Our~~Although ~~plan~~we ofwill ~~operations~~be issubject to ~~raise~~regulation ~~debt~~under ~~and/or~~the ~~equity~~Securities toAct ~~meet~~of ~~our~~1933, ~~ongoing~~as ~~operating~~amended, ~~expenses~~and ~~with~~the ~~opportunities~~1934 ~~for~~Act, ~~growth~~we inbelieve ~~return for~~we ~~shares~~will ofnot ~~our~~be ~~common~~subject to ~~stock~~regulation tounder ~~create~~the ~~value~~Investment ~~for~~Company ~~our~~Act ~~shareholders.~~of ~~There~~1940 ~~can~~(the be“1940 noAct”) ~~assurance~~insofar ~~that~~as we will ~~successfully~~not ~~complete this~~be ~~series~~engaged in the business of ~~transactions~~investing or trading in securities. In ~~particular,~~the ~~there~~event iswe noengage ~~assurance~~in ~~that~~business ~~any~~combinations ~~stockholder~~that ~~will~~result ~~realize~~in ~~any~~us ~~return~~holding onpassive ~~their shares~~investment ~~after~~interests ~~such~~in a ~~transaction.~~number ~~Any~~of ~~merger~~entities, orwe ~~acquisition~~could ~~completed~~be bysubject usto ~~can~~regulation under the 1940 Act. In such event, we would be ~~expected~~required to register ~~have~~as aan investment company and incur significant ~~dilutive~~registration ~~effect~~and oncompliance ~~the~~costs. We have obtained no formal determination ~~percentage~~from ofthe ~~shares~~SEC ~~held~~as byto our ~~current~~status ~~stockholders~~under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences. We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.

~~Our intended~~Factors ~~general~~Effecting ~~and administrative budget for the next twelve months is as follows:~~ Future Performance

	Q1 financial year ended December 31, 2020		Q2 financial year ended December 31, 2020		Q3 financial year ended December 31, 2020		Q4 financial year ended December 31, 2020		Twelve Month Total
Accounting	$	4,000	$	4,000	$	4,000	$	4,000	$	16,000
Legal		5,000		5,000		5,000		5,000		20,000
Other fees		1,000		1,000		1,000		1,000		4,000
General and administrative		1,500		1,500		1,500		1,500		6,000
Miscellaneous		500		500		500		500		2,000
Salaries		18,000		18,000		18,000		18,000		72,000
Total Operating Expenses	$	30,000	$	30,000	$	30,000	$	30,000	$	120,000

The factors affecting our future performance are listed and explained below under the section “Risk Factors” below.

~~At this~~Plan ~~time, we have minimal cash on hand and no committed resources~~ of debt or equity to fund these losses and will rely, potentially, on advances from our principal shareholder or our directors and officers. There can be no guarantee that we will be able to obtain sufficient funding from these sources. Operations

~~The~~Our plan ~~Company~~of ~~may~~operations ~~change~~is ~~any~~to raise debt and/or ~~all~~equity ofto ~~the~~meet ~~budget~~our ~~categories~~ongoing inoperating ~~the~~expenses ~~execution~~with ofopportunities ~~its~~for ~~business~~growth ~~model.~~in ~~None~~return for shares of ~~the~~our ~~line~~common ~~items~~stock ~~are~~ to ~~be considered~~create ~~fixed~~value orfor ~~unchangeable~~our shareholders. ~~The~~There ~~Company~~can ~~may~~be ~~need~~no ~~substantial~~assurance ~~additional~~that ~~capital~~we towill ~~support~~successfully ~~its~~complete ~~budget~~this series of transactions. WeIn ~~have~~particular, ~~not~~there ~~recognized revenues~~is ~~from~~no ~~our~~assurance ~~planned~~that ~~operational~~any ~~activities.~~stockholder will

Based on our current cash reserves of approximately $244 as of December 31, 2019, we have the cash for an operational budget of less than one month. We intend to offer a private placement of shares to investors in order to achieve at least $100,000 in funding in the next year. We intend to commence this offering in late April of 2020. If we are unable to generate enough revenue, to cover our operational costs, we will need to seek additional sources of funds. Currently, we have no committed source for any funds as of the date hereof. No representation is made that any funds will be available when needed. In the event funds cannot be raised if and when needed, we may not be able to carry out our business plan and could fail in business as a result of these uncertainties.11

~~The~~realize ~~independent~~any ~~registered~~return ~~public~~on ~~accounting~~their ~~firm’s~~shares ~~report~~after onsuch ~~our~~a ~~financial~~transaction. ~~statements~~Any asmerger ofor ~~December~~acquisition ~~31,~~completed ~~2019,~~by ~~includes~~us acan ~~“going concern”~~be ~~explanatory~~expected ~~paragraph~~to ~~that~~have ~~expresses~~a ~~doubt~~significant dilutive ~~about~~effect ~~our~~on ~~ability~~the topercentage ~~continue~~of asshares aheld ~~going~~by ~~concern~~our current stockholders.

11Our intended general and administrative budget for the next twelve months is as follows:

Table of Contents

	Q1		Q2		Q3		Q4		Total
	2021		2021		2021		2021		2021

Accounting	$	8,500	$	4,500	$	4,500	$	4,500	$	22,000
Legal		8,500		2,250		8,500		2,250		21,500
Other fees		3,498		3,498		3,498		3,498		13,992
Insurance		6,000		6,000		6,000		6,000		24,000
Travel		4,500		4,500		4,500		4,500		18,000
Office expenses		3,600		3,600		3,600		3,600		14,400
Miscellaneous		450		450		450		450		1,800
Salaries		9,000		19,500		34,500		57,000		120,000
Equity Compensation		5,096		5,096		5,096		5,096		20,384

Total operating costs	$	49,144	$	49,394	$	70,644	$	86,894	$	256,076

~~Reports~~At this time, we have minimal cash on hand and no committed resources of debt or equity to ~~Securities~~fund ~~Holders~~these losses and will rely, potentially, on advances from our principal shareholder or our directors and officers. There can be no guarantee that we will be able to obtain sufficient funding from these sources.

~~We provide~~The anCompany ~~annual~~may ~~report~~change ~~that includes audited financial information to our shareholders. We will make our financial information equally available to~~ any ~~interested parties~~ or ~~investors~~all ~~through~~of ~~compliance with~~ the ~~disclosure rules for a small business issuer~~budget ~~under~~categories in the ~~Securities~~execution ~~Exchange Act~~ of ~~1934.~~its Webusiness ~~are subject to disclosure filing requirements including filing Form 10K annually and Form 10Q quarterly~~model. InNone ~~addition,~~of ~~we will file Form 8K and other proxy and information statements from time to time as required. We do not intend to voluntarily file~~ the ~~above~~line ~~reports~~items inare ~~the event that our obligation~~ to ~~file~~be ~~such~~considered ~~reports~~fixed isor ~~suspended under the Exchange Act~~unchangeable. The ~~public may read and copy any materials that we file with the Securities and Exchange Commission, (“SEC”),~~Company atwill ~~the~~need ~~SEC’s~~substantial ~~Public~~additional ~~Reference~~capital ~~Room~~to atsupport ~~100~~its ~~F Street NE, Washington, DC 20549~~budget. ~~The~~We ~~public~~have ~~may~~not ~~obtain~~recognized ~~information~~revenues onfrom ~~the~~our ~~operation of~~planned ~~the~~operational ~~Public Reference Room by calling the SEC at 1-800-SEC-0330~~activities. ~~The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.~~

~~ITEM~~We have minimal current cash reserves as of 1Athis date. Our ~~RISK~~CEO, ~~FACTORS~~Pedro Gonzalez, intends to advance capital as loans as necessary to maintain the Company operations. We intend to offer a private placement of shares to investors in order to achieve at least $100,000 in funding in the next year. We intend to commence this offering in April of 2021. If we are unable to generate enough revenue, to cover our operational costs, we will need to seek additional sources of funds. Currently, we have no committed source for any funds as of the date hereof. No representation is made that any funds will be available when needed. In the event funds cannot be raised if and when needed, we may not be able to carry out our business plan and could fail in business as a result of these uncertainties.

~~Incorporated by~~The ~~reference~~independent ~~and~~registered ~~included~~public ~~in the Company'~~accounting firm’s ~~Form~~report 10on ~~filed~~our ~~with~~financial ~~the~~statements ~~Securities~~as ~~and~~of ~~Exchange~~December ~~Commission~~31, ~~(www.sec.gov)~~2020, ~~dated~~includes ~~September~~a “going concern” explanatory paragraph 9,that ~~2019~~expresses doubt about our ability to continue as a going concern.

~~ITEM 1B.~~Reports ~~UNRESOLVED~~to ~~STAFF~~Securities ~~COMMENTS.~~Holders

~~NONE~~We provide an annual report that includes audited financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements including filing Form 10-K annually and Form 10-Q quarterly. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act. The public may read and copy any materials that we file with the Securities and Exchange Commission, (“SEC”), at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

~~ITEM 2. PROPERTIES.~~12

~~Real Estate~~ITEM 1A. RISK FACTORS.

~~None.~~FORWARD LOOKING STATEMENTS

~~Oil~~THIS ~~and~~DOCUMENT ~~Gas~~INCLUDES FORWARD-LOOKING STATEMENTS, INCLUDING, WITHOUT LIMITATION, STATEMENTS RELATING TO STRATUS’S PLANS, STRATEGIES, OBJECTIVES, EXPECTATIONS, INTENTIONS AND ADEQUACY OF RESOURCES. THESE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT MAY CAUSE OUR COMPANY’S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, AMONG OTHERS, THE FOLLOWING: OUR ABILITY TO IMPLEMENT OUR BUSINESS STRATEGY; ABILITY TO OBTAIN ADDITIONAL FINANCING; STRATUS’S LIMITED OPERATING HISTORY; UNKNOWN LIABILITIES ASSOCIATED WITH FUTURE ACQUISITIONS; ABILITY TO MANAGE GROWTH; SIGNIFICANT COMPETITION; ABILITY TO ATTRACT AND RETAIN TALENTED EMPLOYEES; AND FUTURE GOVERNMENT REGULATIONS; AND OTHER FACTORS DESCRIBED IN THIS FILING OR IN OTHER STRATUS FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. STRATUS IS UNDER NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

~~None.~~RISK FACTORS RELATING TO OUR COMPANY

~~Patents.~~WE HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES

~~None~~During the year ended December 31, 2020 we incurred losses of $134,185, resulting in an accumulated deficit of $319,062 and a stockholders’ deficit of $325,988.

~~ITEM~~Future 3losses are likely to occur as, until we have opportunities for growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses. ~~LEGAL~~As ~~PROCEEDINGS~~a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the year ended December 31, 2020, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

WeOUR ~~are~~EXISTING ~~not~~FINANCIAL ~~currently~~RESOURCES ~~involved~~ARE inINSUFFICIENT ~~any~~TO ~~litigation~~MEET ~~that~~OUR weONGOING ~~believe~~OPERATING ~~could~~EXPENSES have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that we (including current and any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations.

~~ITEM~~We have 4no sources of income at this time and insufficient existing cash balances to meet our ongoing operating expenses. ~~MINE~~In ~~SAFETY~~the ~~DISCLOSURE~~short term, unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed.

~~Not~~WE ~~applicable.~~MAY BE NEGATIVELY AFFECTED BY COVID-19

12We have only limited 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.

~~Table~~WE MAY ofBE ~~Contents~~NEGATIVELY AFFECTED BY ADVERSE GENERAL ECONOMIC CONDITIONS

~~PART~~Current IIconditions in domestic and global economies are extremely uncertain. Adverse changes may occur as a result of softening global economies, wavering consumer confidence caused by the threat of terrorism and war, and other factors capable of affecting economic conditions. Such changes could have a material adverse effect on our business, financial condition, and results of operations.

~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~13

~~Market~~OUR ~~Price~~DIRECTORS ~~and~~MAY ~~Stockholder~~HAVE ~~Matters~~CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US.

~~Shares~~Certain conflicts of interest may exist between our ~~common~~directors ~~stock~~and ~~trade~~us. onOur ~~the~~Directors ~~OTC~~have ~~PINK~~other business interests to which they devote their attention and ~~quotations~~may ~~for~~be ~~the~~expected ~~common~~to ~~stock~~continue ~~are~~to ~~listed~~do byso ~~the~~although ~~OTC~~management ~~Markets~~time ~~under~~should ~~the~~be ~~symbol~~devoted ~~"SRUS~~to our business.~~" On~~ ~~September~~As 25a result, conflicts ~~2018~~of ~~the~~interest ~~symbol~~may ~~changed~~arise ~~from~~that ~~“ASHC”~~can tobe ~~“SRUS”~~resolved ~~after~~only athrough ~~holding~~exercise ~~company~~of ~~reorganization~~such judgment as is consistent with fiduciary duties to us.

~~The~~WE ~~following~~MAY ~~table~~DEPEND ~~sets~~UPON ~~forth~~OUTSIDE ~~for~~ADVISORS ~~the~~WHO ~~respective~~MAY ~~periods~~NOT ~~indicated~~BE ~~the~~AVAILABLE ~~prices~~ON ofREASONABLE ~~our~~TERMS ~~common~~AND ~~stock~~AS ~~in this market as reported and summarized by the National Quotation Bureau~~NEEDED. ~~Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.~~

~~During~~To supplement the ~~fiscal~~business ~~years~~experience ~~ended~~of ~~December~~our ~~31,~~officers ~~2019~~ and ~~2018~~directors, we ~~(and~~may ~~our~~be ~~predecessor~~required ~~Ashcroft~~to ~~Homes)~~employ ~~had~~accountants, atechnical ~~trading~~experts, ~~history~~appraisers, attorneys, or other consultants or advisors. Our Board without any input from stockholders will make the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an "as ~~follows:~~needed" basis without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able to provide the required services.

	HIGH		LOW
Quarter Ended:
March 31, 2019	$	0.04	$	0.023
June 30, 2019	$	0.03	$	0.013
September 30, 2019	$	0.14	$	0.14
December 31, 2019	$	0.10	$	0.10
March 31, 2018	$	0.02	$	0.005
June 30, 2018	$	0.005	$	0.005
September 30, 2018	$	0.055	$	0.005
December 31, 2018	$	0.055	$	0.022
March 31, 2019	$	0.15	$	0.05

WE ARE A REPORTING COMPANY.

~~Last~~We are ~~Reported~~subject ~~Price~~to the reporting requirements under the Securities and Exchange Act of 1934, Section 13a, due to the effectiveness of our Registration Statement on Form 10 under Section 12(g) which became effective. As a result, stockholders will have access to the information required to be reported by publicly held companies under the Exchange Act and the regulations thereunder. As a result, we will be subject to legal and accounting expenses that private companies are not subject to and this could affect our ability to generate operating income.

OnWE ~~April~~ARE ~~14,~~AN ~~2020~~“EMERGING GROWTH COMPANY,” ~~the~~AND ~~last~~ANY ~~reported~~DECISION ~~bid~~ON ~~price~~OUR ofPART ~~our~~TO ~~shares~~COMPLY ofONLY ~~common~~WITH ~~stock~~CERTAIN ~~reported~~REDUCED onDISCLOSURE ~~the~~REQUIREMENTS APPLICABLE ~~OTC~~TO ~~PINK~~“EMERGING ~~was~~GROWTH ~~$0.10~~COMPANIES” ~~per~~COULD ~~share~~MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

~~Record~~We are ~~Holders~~an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we expect and fully intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year periods.

~~There~~In addition, ~~were~~Section ~~271~~107 ~~holders~~of the JOBS Act also provides that an “emerging growth company” can take advantage of ~~record~~the asextended transition period provided in Section 7(a)2(B) of ~~April~~the ~~14,~~Securities ~~2020~~Act for complying with new or revised accounting standards. In ~~many~~other ~~instances~~words, an a“emerging ~~registered~~growth ~~stockholder~~company” iscan adelay ~~broker~~the oradoption ~~other~~of ~~entity~~certain ~~holding~~accounting standards until those standards would otherwise ~~shares~~apply to private companies. We have elected to opt in ~~street~~to ~~name~~the extended transition period for ~~one~~complying orwith ~~more~~the ~~customers~~revised ~~who~~accounting standards. ~~beneficially~~We ~~own~~have ~~the~~elected ~~shares~~to rely on these exemptions and reduced disclosure requirements applicable to “emerging growth companies” and expect to continue to do so.

~~Our transfer agent is Corporate Stock Transfer, 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209. Their telephone number is (303) 282-4800.~~14

~~Dividend~~WE ~~Policy~~MAY NOT BE ABLE TO MEET THE FILING AND INTERNAL CONTROL REPORTING REQUIREMENTS IMPOSED BY THE SEC WHICH MAY RESULT IN A DECLINE IN THE PRICE OF OUR COMMON SHARES AND AN INABILITY TO OBTAIN FUTURE FINANCING.

WeAs directed ~~have~~by ~~never~~Section ~~paid~~404 ~~cash~~of ~~dividends~~the ~~and~~Sarbanes-Oxley ~~have~~Act, noas ~~plans~~amended toby doSEC soRelease inNo. ~~the~~33-8934 ~~foreseeable~~on ~~future.~~June ~~Our~~26, ~~future~~2008, ~~dividend~~the ~~policy~~SEC ~~will~~adopted berules ~~determined~~requiring byeach ~~our~~public ~~board~~company ofto ~~directors~~include ~~and~~a ~~will~~report ~~depend~~of ~~upon~~management aon ~~number~~the ofcompany’s ~~factors,~~internal ~~including~~controls ~~our~~over financial ~~condition~~reporting ~~and~~in ~~performance~~its annual reports. In addition, ~~our~~the ~~cash~~independent registered public accounting firm auditing a company’s financial statements ~~needs~~may have to also attest to and ~~expansion~~report ~~plans,~~on ~~income~~management’s ~~tax~~assessment ~~consequences,~~of ~~and~~the effectiveness of the ~~restrictions~~company’s ~~that~~internal ~~applicable~~controls over ~~laws,~~financial ~~any~~reporting. ~~future~~We ~~preferred~~may ~~stock~~be ~~instruments, and~~required ~~any~~to ~~future~~include ~~credit~~a ~~arrangements~~report ~~may~~of ~~then~~management ~~impose~~on its internal control over financial reporting. The internal control report must include a statement:

13Of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;

~~Table~~Of management’s assessment of ~~Contents~~the effectiveness of its internal control over financial reporting as of year-end; and

~~Penny~~Of the ~~Stock~~framework used by management to evaluate the effectiveness of our internal control over financial reporting.

~~Penny~~Furthermore, ~~Stock~~our ~~Regulation~~independent ~~Broker-dealer~~registered ~~practices~~public inaccounting ~~connection~~firm ~~with~~may ~~transactions~~be inrequired ~~"penny~~to ~~stocks"~~file ~~are~~its ~~regulated~~attestation by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. Excluded from the penny stock designation are securities registered on ~~certain~~whether ~~national~~it ~~securities~~believes ~~exchanges or quoted on NASDAQ, provided~~ that ~~current~~we ~~price~~have ~~and volume information with respect to transactions~~ maintained, in ~~such~~all ~~securities~~material isrespects, ~~provided by~~effective ~~the~~internal ~~exchange/system~~control orover ~~sold~~financial ~~to established customers or accredited investors~~reporting.

~~The~~REPORTING ~~penny~~REQUIREMENTS ~~stock~~UNDER ~~rules~~THE ~~require~~EXCHANGE aACT ~~broker-dealer,~~AND ~~prior~~COMPLIANCE toWITH aTHE transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The brokerSARBANES-~~dealer~~OXLEY ~~also~~ACT ~~must~~OF ~~provide the customer with current bid and offer quotations for the penny stock~~2002, ~~the~~INCLUDING ~~compensation~~ESTABLISHING ~~of the~~AND ~~broker-dealer and its salesperson in connection with the transaction, and the monthly account statements showing the market~~MAINTAINING ~~value~~ACCEPTABLE ofINTERNAL ~~each~~CONTROLS ~~penny~~OVER ~~stock~~FINANCIAL ~~held in the customer's account. In addition~~REPORTING, ~~the~~ARE ~~penny~~COSTLY ~~stock~~AND ~~rules~~MAY ~~generally~~INCREASE require that prior to a transaction in a penny stock, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transactionSUBSTANTIALLY.

~~These~~The rules ~~disclosure~~and ~~requirements~~regulations ~~may~~of ~~have~~the SEC require a public company to prepare and file periodic reports under the ~~effect~~Exchange ofAct, ~~reducing~~which will require that the ~~level~~Company engage legal, accounting, auditing and other professional services. The engagement of ~~trading~~such ~~activity~~services inis costly. Additionally, the ~~secondary~~Sarbanes-Oxley ~~market~~Act ~~for~~of a2002 ~~stock~~(the “Sarbanes-Oxley Act”) requires, among other things, that we design, ~~becomes~~implement ~~subject~~and tomaintain ~~the~~adequate ~~penny~~internal ~~stock~~controls ~~rules~~and procedures over financial reporting. AsThe ~~our~~costs ~~securities~~of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have ~~become~~may ~~subject~~make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. In the ~~penny~~event ~~stock~~that ~~rules~~we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, ~~investors~~we may ~~find~~not ~~it more~~be ~~difficult~~able to ~~sell~~produce ~~their~~reliable ~~securities~~financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.

~~Securities~~As a ~~Authorized~~public ~~for~~company, ~~Issuance~~we ~~Under~~will ~~Equity~~be ~~Compensation~~subject ~~Plans~~to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

~~None~~We are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement internal controls; and financial printing alone will be a few hundred thousand dollars per year and could be several hundred thousand dollars per year. In addition, if and when we retain

~~Recent Sales of Unregistered Securities.~~15

independent directors and/or additional members of senior management, we may incur additional expenses related to director compensation and/or premiums for directors’ and officers’ liability insurance, the costs of which we cannot estimate at this time. We may ~~have~~also ~~sold~~incur noadditional ~~unregulated~~expenses ~~securities~~associated inwith investor relations and similar functions, the ~~past~~cost ~~three~~of ~~years~~which we also cannot estimate at this time. However, ~~except:~~these additional expenses individually, or in the aggregate, may also be material.

~~Effective September~~In 30addition, being ~~2018,~~a wepublic ~~issued~~company ~~4,000,000~~could ~~shares~~make ofit ~~common~~more ~~stock~~difficult asor ~~compensation~~more costly for us to ~~two~~obtain ~~directors~~certain types of insurance, including directors’ and officers.’ Weliability ~~valued~~insurance, ~~the~~and ~~stock~~we may be forced to accept reduced policy limits and coverage or incur substantially athigher ~~$220,000~~costs ~~based~~to onobtain the ~~share~~same ~~price~~or ofsimilar $0coverage.~~055~~ The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on ~~the~~our ~~grant~~board ~~date~~of directors, our board committees or as executive officers.

~~Effective~~The increased ~~January~~costs ~~17,~~associated ~~2019,~~with weoperating ~~issued~~as ~~1,000,000~~a ~~shares~~public ofcompany ~~Series~~may Adecrease ~~Super~~our ~~Majority~~net ~~Voting~~income ~~Preferred~~or ~~Stock~~increase ~~for~~our ~~cash~~net ~~consideration~~loss ~~of $10,000~~ and ~~compensation~~may ~~for~~cause ~~services~~us ~~rendered~~to ~~totaling~~reduce costs ~~$75,500~~in toother ~~one~~areas of our ~~directors~~business ~~and~~or ~~officers~~increase ~~who~~the isprices ~~also~~of our ~~principal~~products ~~shareholder. It~~or ~~can~~services ~~vote~~to ~~equivalent~~offset ofthe ~~60%~~effect of ~~common~~such ~~stock~~increased costs. atAdditionally, ~~all~~if ~~times.~~these ~~The~~requirements ~~stock~~divert ~~was~~our ~~valued~~management’s atattention ~~$85,500~~from byother anbusiness ~~independent~~concerns, ~~valuation~~they ~~firm~~could ~~using~~have a ~~market~~material ~~approach~~adverse effect on our business, financial condition and results of operations.

~~The~~THE ~~transactions~~JOBS ~~were~~ACT ~~exempt~~ALLOWS ~~from~~US ~~Registration~~TO ~~under~~DELAY ~~Section~~THE ~~4(a)2~~ADOPTION ofOF ~~the~~NEW ~~Securities~~OR ~~Act~~REVISED ofACCOUNTING ~~1933~~STANDARDS THAT HAVE DIFFERENT EFFECTIVE DATES FOR PUBLIC AND PRIVATE COMPANIES.

~~Shares~~Since orwe ~~Warrants~~have ~~Issued~~elected to use the extended transition period for ~~Compensation~~complying with new or ~~Services~~revised accounting standards under Section 102(b)(1) of the JOBS Act, this election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

~~From~~WE ~~January~~HAVE 1,A ~~2019~~MATERIAL ~~through~~WEAKNESS ~~December~~IN ~~31,~~OUR ~~2019,~~CONTROLS weAND ~~have issued shares of our common stock in exchange for services to the individuals and the amounts set forth below.~~PROCEDURES

Name		Issuance
Richard O. Dean		1,000,000 Series A Preferred Shares for $75,000 in compensation and $10,000 in cash

We have conducted an evaluation of our internal control over financial reporting based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations for the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial reporting was not sufficient as of December 31, 2020 for the reasons discussed below:

14A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control.

~~Table~~A material weakness is a deficiency or a combination of ~~Contents~~deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

~~Exemption~~Management ~~from~~identified ~~Registration~~the ~~Claimed~~following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of December 31, 2020:

~~All of~~· ~~the~~Lack ~~sales by us~~ of ~~the~~a ~~unregistered~~functioning ~~securities~~audit ~~listed~~committee ~~immediately~~and ~~above~~lack ~~were~~of ~~made by us in reliance upon Section 4(~~a~~)(2)~~ ~~of the~~majority ~~Act. All~~ of ~~the~~outside ~~individuals~~directors ~~and/or~~on ~~entities listed above that purchased the unregistered securities were all known to us and~~ our ~~management,~~board ~~through~~of ~~pre-existing business relationships~~directors, asresulting ~~long-standing~~in ~~business~~ineffective ~~associates,~~oversight friends, and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in ~~connection with their purchases. All purchasers of~~ the ~~unregistered securities~~establishment ~~acquired such securities for investment~~ and ~~not~~monitoring with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of ~~the~~required ~~certificates~~internal orcontrols ~~agreements~~and ~~representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition~~procedures;.

~~Issuer Purchases~~· Inadequate segregation of ~~Equity~~duties ~~Securities~~consistent with control objectives;

~~We did~~· ~~not~~Insufficient ~~repurchase~~written ~~any~~policies ~~shares~~and ofprocedures ~~our~~for ~~common~~accounting ~~stock~~and ~~during~~financial reporting with respect to the ~~year~~requirements ~~ended~~and ~~December~~application ~~31,~~of ~~2019.~~US GAAP and SEC disclosure requirements; and

~~ITEM 6.~~· ~~SELECTED~~Ineffective ~~FINANCIAL~~controls ~~DATA~~over period end financial disclosure and reporting processes.

~~Not applicable.~~16

~~ITEM~~The management 7.of ~~MANAGEMENT’S~~the ~~DISCUSSION~~Company ~~AND~~believes ~~ANALYSIS~~that OFthese ~~FINANCIAL~~material ~~CONDITION~~weaknesses ~~AND~~will ~~RESULTS~~remain OFuntil ~~OPERATIONS~~such time that the Company has the resources to increase the number of personnel committed to the performance of its financial duties that such weaknesses can be specifically addressed. This will include, but not limited to, the following:

~~Forward-Looking~~Hiring ~~Statements~~of ~~and~~additional ~~Associated~~personnel ~~Risks~~to adequately segregate financial reporting duties.
~~This~~The ~~Form~~retention ~~10-K contains certain statements that are forward-looking within the meaning~~ of ~~the~~outside ~~Private~~consultants ~~Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed~~ to bereview forward-looking statements. Without limiting the foregoing, words such as “may,” “will,”, “expect,” “believe,”, “anticipate,” “estimate,” or “continue,” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our ~~control.~~controls ~~These factors include but are not limited to economic conditions generally~~ and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationshipsprocedures.

~~Based~~IF onWE ~~our~~PURSUE ~~financial~~OUR ~~history~~OBJECTIVES ~~since~~OF ~~inception,~~EXPANDING ~~our~~OUR ~~auditor~~OPERATIONS ~~has~~THROUGH ~~expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements~~ACQUISITIONS, asWE ofMAY ~~December~~BE ~~31,~~UNABLE ~~2019,~~TO weSUCCESSFULLY ~~had~~MANAGE anTHOSE ~~accumulated deficit totaling $184,877~~ACQUISITIONS. ~~This raises substantial doubt about our ability to continue as a going concern.~~

~~Plan~~In connection with our potential acquisitions and new market expansion, we may face risks commonly encountered with growth through acquisitions and expansions. These risks include the incurrence of ~~Operation~~higher than anticipated capital expenditures and operating expenses, the adverse impact on our ongoing business resulting from greater attention of management to the acquired businesses or new market operations and difficulties encountered in integrating the operations and personnel of the acquired business. There can be no assurance that we will be successful in overcoming these risks or any other problems encountered with acquisitions or expansions. To the extent the Company does not successfully avoid or overcome the risks or problems related to its acquisitions or expansions, the Company's results of operations and financial condition could be adversely affected.

~~Our~~To the ~~plan~~extent ofthat ~~operations~~the isCompany toexpands ~~raise~~into ~~debt~~new ~~and/~~markets or ~~equity~~through toacquisition, ~~meet~~it ~~our~~will ~~ongoing~~need ~~operating~~to ~~expenses~~employ ~~with~~or ~~opportunities~~consult ~~for~~with ~~growth~~personnel ~~in return~~that ~~for~~are ~~shares~~knowledgeable ofin ~~our~~such ~~common~~markets. ~~stock~~In toaddition, ~~create~~the ~~value~~success ~~for~~of ~~our~~any ~~shareholders.~~particular ~~There~~acquisition ~~can~~may be nosignificantly ~~assurance~~dependent ~~that~~on weretaining key ~~will~~members ~~successfully~~of ~~complete this~~the ~~series~~acquired ofcompany's ~~transactions~~existing management. InThere ~~particular,~~can ~~there~~be is no assurance that ~~any~~the ~~stockholder~~Company will ~~realize~~be ~~any~~able ~~return~~to onemploy ~~their shares~~or ~~after~~retain ~~such~~the anecessary ~~transaction.~~personnel, ~~Any~~that ~~merger~~the orCompany ~~acquisition~~will ~~completed~~be byable usto ~~can~~successfully beimplement ~~expected~~its tomanagement ~~have~~process aand ~~significant~~culture ~~dilutive~~with local ~~effect~~management onor that the ~~percentage~~ ofCompany's ~~shares~~expansion ~~held~~efforts bywill ~~our~~be ~~current stockholders~~successful.

WeWE ~~believe~~ARE weDEPENDENT ~~are~~ON anTHE ~~insignificant~~EFFORTS ~~participant~~OF ~~among~~OUR ~~the~~MANAGEMENT ~~firms~~TEAM ~~which~~TO ~~engage~~CONTINUE inOUR ~~the acquisition of business opportunities~~OPERATIONS. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

15The Company's future success depends on the continued services of its executive and senior officers, especially our Director, Richard O. Dean, and President Pedro Gonzalez. The loss of the services of one or more key personnel could have a material adverse effect upon the Company's operations. The Company's success also depends on its ability to attract and retain qualified personnel. There can be no assurances that the Company will be successful in attracting and retaining such personnel.

~~Table~~OUR OFFICERS ofAND ~~Contents~~DIRECTORS MAY HAVE CONFLICTS OF INTERESTS AS TO CORPORATE OPPORTUNITIES WHICH WE MAY NOT BE ABLE OR ALLOWED TO PARTICIPATE IN.

WePresently ~~intend~~there tois ~~seek,~~no ~~investigate~~requirement ~~and,~~contained ifin ~~such~~our ~~investigation~~Articles ~~warrants~~of Incorporation, ~~acquire~~Bylaws, anor ~~interest~~minutes inwhich ~~business~~requires ~~opportunities~~officers ~~presented~~and todirectors usof byour ~~persons~~business orto ~~firms~~disclose ~~which desire~~ to ~~seek~~us ~~the~~business ~~advantages~~opportunities ofwhich ancome ~~issuer~~to ~~who~~their ~~has~~attention. ~~complied~~Our ~~with~~officers ~~the~~and ~~Securities~~directors ~~Act~~do, ofhowever, ~~1934~~have a ~~(the~~fiduciary ~~“1934 Act”).~~duty Weof ~~will~~loyalty ~~not~~to ~~restrict~~us ~~our~~to ~~search~~disclose to us any ~~specific~~ business, ~~industry~~opportunities orwhich ~~geographical~~come ~~location,~~to ~~and~~their weattention, ~~may~~in ~~participate~~their capacity inas ~~business~~an ~~ventures~~officer ofand/or ~~virtually~~director ~~any~~or ~~nature~~otherwise. ~~This~~Excluded ~~discussion~~from ofthis ~~our~~duty ~~proposed~~would ~~business~~be isopportunities ~~purposefully~~which ~~general~~the ~~and~~person islearns ~~not~~about ~~meant~~through tohis beinvolvement ~~restrictive~~as ofan ~~our~~officer ~~virtually~~and ~~unlimited~~director ~~discretion~~of toanother ~~search~~company. ~~for~~We ~~and~~have ~~enter~~no ~~into~~intention ~~potential~~of ~~real~~merging ~~estate~~with ~~development~~or ~~and~~acquiring ~~construction opportunities.~~a Webusiness ~~anticipate~~opportunity from ~~that~~any weaffiliate ~~may~~or beofficer ~~able~~or todirector. ~~participate~~We inintend ~~only~~to adiversify ~~few~~and/or ~~projects~~expand ~~initially~~our ~~because~~Board of ~~our~~Directors ~~lack~~in ofthe ~~financial resources~~future.

WeWE ~~may~~HAVE ~~seek~~AGREED aTO ~~business~~INDEMNIFICATION ~~opportunity~~OF ~~with~~OFFICERS ~~entities~~AND ~~which~~DIRECTORS ~~have~~AS ~~recently~~IS ~~commenced~~PROVIDED ~~operations,~~BY orDELAWARE ~~that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes~~STATUTES. ~~We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.~~

WeDelaware ~~expect~~General ~~that~~Corporation ~~the~~Laws ~~selection~~provide offor athe ~~business~~indemnification ~~opportunity~~of ~~will~~our bedirectors, ~~complex~~officers, employees, and ~~risky.~~agents, ~~Due~~under tocertain ~~general economic conditions~~circumstances, ~~rapid technological~~ ~~advances~~against ~~being~~attorney’s ~~made~~fees ~~in some industries~~ and ~~shortages~~other ofexpenses ~~available~~incurred ~~capital,~~by wethem ~~believe~~in ~~that~~any ~~there~~litigation ~~are~~to ~~numerous~~which ~~firms~~they ~~seeking~~become ~~the benefits~~a ofparty anarising ~~issuer~~from ~~who~~their association ~~has complied~~ with ~~the 1934 Act. Such benefits may include facilitating~~ or ~~improving~~activities ~~the terms~~ on ~~which additional~~our ~~equity~~behalf. ~~financing~~We ~~may~~will bealso ~~sought,~~bear ~~providing~~the ~~liquidity~~expenses ~~for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions~~ of ~~applicable~~such ~~statutes)~~litigation for ~~all~~any ~~stockholders~~of ~~and~~our ~~other factors. Potentially~~directors, ~~available~~officers, ~~business~~employees, ~~opportunities~~or ~~may~~agents, ~~occur~~upon insuch ~~many~~person’s ~~different~~promise ~~industries~~to ~~and~~repay atus ~~various~~therefore ~~stages~~if ofit ~~development,~~is ~~all~~ultimately ofdetermined ~~which~~that ~~will~~any ~~make the task of comparative investigation and analysis of~~ such ~~business opportunities extremely difficult and complex. We have, and will~~person ~~continue~~shall tonot have, ~~essentially~~been noentitled ~~assets~~ to ~~provide the owners of business opportunities~~indemnification. ~~However,~~This weindemnification ~~will~~policy becould ~~able~~result ~~to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest~~ in ansubstantial ~~issuer~~expenditures ~~who~~by ~~has~~us ~~complied with the 1934~~that ~~Act~~we ~~without~~will ~~incurring~~be ~~the~~unable ~~cost and time required~~ to ~~conduct an initial public offering~~recoup.

The analysis of new business opportunities will be undertaken by, or under the supervision of, our sole director. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our director, professional advisors or by our stockholders. In analyzing prospective business opportunities, we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history of operations, if any, and prospects for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that may be anticipated to impact the proposed activities of the company; (viii) potential for growth or expansion; (ix) potential for profit; (x) public recognition and acceptance of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of the business opportunity, we expect to meet personally with management and key personnel. To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.17

WeOUR ~~will~~DIRECTORS’ ~~not~~LIABILITY ~~acquire~~TO orUS ~~merge~~AND ~~with~~STOCKHOLDERS ~~any~~IS ~~company for which audited financial statements cannot be obtained within a reasonable period of time after closing of the proposed transaction~~LIMITED.

~~RESULTS~~Delaware OFGeneral ~~OPERATIONS~~Corporation ~~FOR~~Laws ~~FISCAL~~exclude ~~YEAR~~personal ~~ENDED~~liability ~~DECEMBER~~of ~~31,~~our ~~2019~~directors ~~COMPARED~~and TOour ~~THE~~stockholders ~~PERIOD~~for ~~FROM~~monetary ~~JUNE~~damages ~~28,~~for ~~2018~~breach ~~(INCEPTION)~~of TOfiduciary duty ~~DECEMBER~~except 31in certain specified circumstances. Accordingly, ~~2018~~we will have a much more limited right of action against our directors that otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities laws.

We have no full-time employees which may impede our ability to carry on our business. Our officers are aindependent ~~publicly~~consultants ~~quoted~~who ~~real~~devote up ~~estate~~to ~~development~~10 ~~company~~hours ~~seeking~~per week to ~~develop~~Company orbusiness. ~~redevelop~~The ~~residential~~lack of full-time employees may very well prevent the Company’s operations from being efficient, ~~commercial~~and ormay ~~mixed~~impair ~~used~~the ~~properties~~business progress and growth, which is a risk to any investor.

~~Revenue~~RISKS RELATED TO OUR SECURITIES

WeTHERE ~~recognized~~IS noA ~~revenue~~VERY ~~during~~LIMITED ~~the~~TRADING ~~year~~MARKET ~~ended~~FOR ~~December~~OUR ~~31,~~COMMON ~~2019~~STOCK ~~nor~~AND ~~for~~INVESTORS ~~the~~ARE ~~period~~NOT ~~from~~ASSURED ~~June~~OF ~~28,~~THE ~~2018~~OPPORTUNITY ~~(Inception)~~TO toSELL ~~December~~THEIR 31STOCK, SHOULD ~~2018~~THEY asDESIRE weTO ~~had~~DO ~~no revenue generating activities during these periods~~SO.

16Our common stock currently trades on the OTC PINK Market. However, that stock has traded in very limited quantities in the past. We believe a significant factor in the limited market is our limited capitalization and liquidity, results of operation and the characterization of our stock as a “penny stock.” We hope to remedy our financial condition and results of operation in the future. This, in turn, may assist us in obtaining listing of our stock on the OTCQB, Nasdaq or AMEX. However, there is no assurance that any of these objectives will be met or that the market will ever increase to a point where investors could sell their stock at a desirable price, should they desire to do so.

~~Table~~REDUCTION OF ofPERCENTAGE ~~Contents~~SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION AND DILUTION TO STOCKHOLDERS

~~General~~Our primary plan of operation is based upon a business combination with a private concern which, in all likelihood, would result in us issuing securities to stockholders of such private company. The issuance of previously authorized and ~~Administrative~~unissued ~~Expenses~~shares of our common stock would result in reduction in percentage of shares owned by present and prospective stockholders and may result in a change in control or management. In addition, any merger or acquisition can be expected to have a significant dilutive effect on the percentage of the shares held by our stockholders.

~~During~~THE ~~the~~REGULATION ~~period~~OF ~~ended~~PENNY ~~December~~STOCKS ~~31,~~BY ~~2019,~~SEC weAND ~~incurred~~NASD ~~general~~MAY ~~and~~HAVE ~~administrative~~AN ~~expenses~~EFFECT ofON ~~$222,452~~THE ~~comprising~~TRADABILITY ~~officers’~~OF ~~compensation of~~OUR ~~$147,500, accounting, auditing, legal and share transfer agent fees totaling $64,045 and sundry other expenses of $10,906~~SECURITIES. During the period from June 28, 2018 (Inception) to December 31, 2018, we incurred general and administrative expenses of $268,478 comprising officers’ compensation of $238,000, accounting, auditing, legal and share transfer agent fees totaling $27,484 and sundry office expenses of $2,994.

~~The~~Our securities ~~decrease~~are ofcurrently ~~$90,500~~listed inon ~~officer’s compensation between~~ the ~~period~~OTC ~~from~~PINK. ~~June~~Our ~~28,~~shares ~~2018~~are ~~(Inception)~~subject to ~~December~~a ~~31,~~Securities ~~2018~~ and ~~the~~ ~~year~~Exchange ~~ended~~Commission ~~December~~rule ~~31,~~that ~~2019~~imposes ~~arose~~special sales ~~due~~practice torequirements ~~$144,500~~upon ~~decrease~~broker-dealers inwho ~~stock-based~~sell ~~compensation~~such ~~issued~~securities to ~~officers~~persons inother ~~2019~~than asestablished ~~opposed~~customers or accredited toinvestors. ~~2018~~For purposes of the rule, ~~partially~~the ~~offset~~phrase by"accredited ainvestors" ~~$54~~means,~~000~~ ~~increase~~in general terms, institutions with assets in ~~accrued~~excess ~~monthly~~of ~~compensation~~$5,000,000, ~~for~~or ~~the~~individuals ~~officers~~having ina ~~the~~net 12worth ~~month~~in ~~period~~excess ~~ended December~~of 31$1,000,000 ~~2019~~or ashaving ~~compared~~an toannual ~~the~~income ~~approximately~~that ~~six~~exceeds ~~month~~$200,000 (or ~~prior~~that, ~~period~~when ~~ending~~combined ~~December~~with 31a spouse's income, ~~2018~~exceeds $300,000).

~~The~~For transactions ~~increase~~covered inby ~~sundry~~the ~~office expenses from $2~~rule,~~994~~ in the ~~period~~broker-dealer ~~from~~must ~~June~~make ~~28,~~a ~~2018~~special ~~(Inception)~~suitability todetermination ~~December~~for ~~31,~~the ~~2018~~purchaser ~~compared~~and toreceive ~~$10,906 in~~ the ~~year~~purchaser's written ~~ended~~agreement ~~December~~to ~~31,~~the ~~2019~~transaction ~~was~~prior ~~due~~ to ~~$3,460~~the ~~incurred~~sale. inConsequently, ~~travel~~the ~~costs~~rule inmay ~~2019~~affect ~~that~~the ~~were~~ability ~~not~~of ~~incurred~~broker-dealers into ~~2018~~sell our securities and ~~increased office~~also ~~expenses~~may ~~over~~affect the 12ability ~~month~~of ~~period~~purchasers ~~ended~~in ~~December~~this ~~31,~~offering ~~2019 as opposed~~ to ~~the~~sell ~~approximately~~their ~~six~~securities ~~month~~in ~~prior~~any ~~period~~market ~~ending~~that might ~~December~~develop ~~31, 2018~~therefore.

~~Operating~~In addition, ~~Loss~~the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute "penny stocks" within the meaning of the

During the period ended December 31, 2019, we incurred an operating loss of ($222,452) due to the factors discussed above compared to an operating loss of ($268,478) during the period from June 28, 2018 (Inception) to December 31, 2018.18

~~Interest~~rules, the rules would apply to us and ~~Other~~to ~~Income~~our ~~(Expenses)~~securities. The rules may further affect the ability of owners of Shares to sell our securities in any market that might develop for them.

~~During~~Shareholders ~~the~~should ~~period~~be ~~ended~~aware ~~December 31~~that, ~~2019,~~according weto ~~incurred~~Securities $4and Exchange Commission,~~890~~ the market for penny stocks has suffered in ~~related~~recent ~~party~~years from ~~interest~~patterns ~~expense~~of fraud and abuse. ~~During~~Such patterns include (i) control of the ~~period~~market ~~from~~for ~~June~~the ~~28,~~security ~~2018~~by one or a few broker-dealers that are often related to the promoter or issuer; (~~Inception~~ii) tomanipulation ~~December~~of ~~31,~~prices ~~2018,~~through weprearranged ~~incurred~~matching ~~$483~~of inpurchases ~~related~~and ~~party~~sales and ~~interest~~false ~~expense~~and onmisleading apress ~~working~~releases; ~~capital~~(iii) ~~loan~~"boiler ~~provided~~room" topractices usinvolving high-pressure sales tactics and unrealistic price projections by ~~one~~inexperienced ofsales ~~our~~persons; ~~directors~~(iv) excessive and ~~officers,~~undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a ~~$311~~desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market,~~426~~ management ~~gain~~will onstrive within the ~~sale~~confines of practical limitations to prevent the described patterns from being established with respect to our ~~subsidiary~~securities.

~~Loss~~The shares ~~before~~of ~~Income~~our ~~Tax~~common stock may be thinly traded on the Pink Sheets, meaning that the number of persons interested in purchasing our shares of common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price.

~~During~~OUR ~~the~~STOCK ~~period~~IS ~~ended~~GOING ~~December~~TO ~~31,~~BE ~~2019,~~CLASSIFIED weUNDER ~~incurred~~THE a“SHELL” ~~net~~STATUS ~~loss~~OF ~~before~~RULE ~~income taxes of $~~144(~~227,342~~i) ~~due~~AND toWILL ~~the~~NOT ~~factors~~BE ~~discussed~~TRADEABLE ~~above compared~~EXCEPT toUNDER ~~during the period from June 28, 2018 (Inception) to December 31, 2018, we earned a net income before income taxes~~LIMITED ~~of $42,465~~CIRCUMSTANCES.

~~Provision~~Until and unless the Company meets certain criteria under Rule 144(i), our shares will not be tradeable for ~~Income~~1 ~~Tax~~year after we are no longer a “shell” defined as having minimal operations, and cash assets only, unless we file and pursue to effectiveness an Offering Statement on Form 1-A or a Registration Statement on Form S-1. We also must remain current in our SEC filings under Section 13(a) of the Securities Exchange Act.

NoOUR ~~provision~~STOCK ~~for~~WILL ~~income~~IN ~~taxes~~ALL ~~was~~LIKELIHOOD ~~recorded~~BE ~~during~~THINLY ~~the~~TRADED ~~period~~AND ~~ended~~AS ~~December~~A ~~31,~~RESULT ~~2019,~~YOU ~~nor~~MAY ~~from~~BE ~~June~~UNABLE ~~28,~~TO ~~2018~~SELL ~~(Inception)~~AT toOR ~~December 31,~~NEAR ~~2018,~~ASK asPRICES ~~after~~OR ~~adjusting~~AT ~~for~~ALL ~~the~~IF ~~non-taxable~~YOU NEED ~~gain~~TO onLIQUIDATE ~~the~~YOUR ~~disposal of our subsidiary company, we incurred a taxable loss in the period~~SHARES.

~~Net~~We cannot ~~Loss~~give you any assurance that a broader or more active public trading market for our shares of common stock will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares of common stock at or near ask prices or at all if you need money or otherwise desire to liquidate your shares of common stock of our Company.

~~During~~RULE ~~the~~144 ~~period~~SALES ~~ended~~IN ~~December~~THE ~~31,~~FUTURE ~~2019,~~MAY weHAVE ~~incurred~~A aDEPRESSIVE ~~net~~EFFECT ~~loss~~ON ofOUR ~~($227,342),~~STOCK ~~due to the factors discussed above compared to the period from June 28, 2018 (Inception) to December 31, 2018, we earned a net income of $42,465~~PRICE.

17All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. We are registering all of our outstanding shares so officers, directors and affiliates will be able to sell their shares if this Registration Statement becomes effective. Rule 144 provides in essence that a person who has held restricted securities for one year may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company's outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of two years. A sale under Rule 144 or under any other exemption from the Act, may have a depressive

~~Table of Contents~~19

~~CASH~~effect ~~FLOW~~upon the price of the common stock in any market that may develop.

AtTHE ~~December~~PRICE ~~31,~~OF ~~2019,~~OUR weCOMMON ~~did~~STOCK ~~not~~COULD ~~have~~BE ~~any~~HIGHLY ~~revenue generating activities or other sources of income and we had total liabilities and an accumulated deficit of ($184,877).~~VOLATILE

	Fiscal Year Ended
	December 31, 2019
Net Cash Used in Operating Activities	$	(74,976	)
Net Cash Used in Investing Activities		—
Net Cash Provided by Financing Activities		75,220
Net Movement in Cash and Cash Equivalents	$	$244

Our shares of common stock are listed on OTC PINK. It is likely that our common stock will be subject to price volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to the low volume of shares traded on any trading day, persons buying or selling in relatively small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. If high spreads between the bid and ask prices of our common stock exist at the time of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. No assurance can be given that an active market in our common stock will be sustained. If an active market does not continue, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

~~Operating~~LOSS ~~Activities~~OF CONTROL BY OUR PRESENT MANAGEMENT AND STOCKHOLDERS MAY OCCUR UPON ISSUANCE OF ADDITIONAL SHARES.

~~During~~We may ~~the~~issue ~~period~~further ~~ended~~shares ~~December~~as ~~31,~~consideration ~~2019,~~for wethe ~~had~~cash aor ~~net~~assets ~~loss~~or services out of ~~($227,342) which~~our ~~included~~authorized ~~$75,500~~but inunissued common stock~~-based~~ ~~compensation~~that would, upon aissuance, ~~decrease~~represent ina ~~accounts~~majority ~~payable~~ of ~~($24)~~our voting power and equity. The result of such an ~~increase~~issuance inwould ~~accrued~~be ~~expenses~~those new stockholders –and ~~related~~management ~~parties~~would ofcontrol ~~$76~~us,~~890~~ ~~resulting~~and persons unknown could replace our management at this time. Such an occurrence would result in ~~net~~a ~~cash~~greatly reduced percentage of ~~($74,976)~~ownership ~~being~~of ~~used~~us inby ~~operations~~our current shareholders.

~~During~~IF ~~the~~THE ~~period~~REGISTRATION ~~from~~OF ~~June~~OUR ~~28,~~COMMON ~~2018~~STOCK ~~(Inception)~~IS toREVOKED ~~December~~IN ~~31,~~THE ~~2018~~FUTURE, we ~~earned~~OUR aBUSINESS ~~net~~OPPORTUNITIES ~~income~~WILL ofCEASE ~~$42,465~~TO which included a $311,426 non-cash gain on the sale of our subsidiary company, $220,000 in, stock-based compensation, an increase in accounts payable of $721 and an increase in accrued expenses – related parties of $18,483 resulting in net cash of $(29,757) being used in operations.EXIST

~~Investing~~In the ~~Activities~~event our securities registration was to be revoked, we would not have the ability to raise money through the issuance of shares and would lose the ability to continue the business plan set out in this filing. Common stock issued and outstanding at that time would no longer be tradable.

~~During~~WE ~~the~~DO ~~period~~NOT ~~ended~~ANTICIPATE ~~December~~PAYING ~~31,~~CASH ~~2019,~~DIVIDENDS weON ~~had~~OUR noCOMMON ~~investing~~STOCK ~~activities.~~

~~During~~We do ~~the~~not ~~period~~anticipate ~~from~~paying ~~June~~any ~~28,~~cash ~~2018~~dividends ~~(Inception)~~on toour ~~December~~common ~~31,~~stock ~~2018, we~~in ~~paid $1,000 on~~ the ~~disposal~~foreseeable ~~of our subsidiary company~~future.

~~Financing Activities~~ITEM 1B. UNRESOLVED STAFF COMMENTS.

During the year ended December 31, 2019, we received $65,620 by way of loan from one of our directors and officers, $10,000 from the sale of preferred stock and paid off our $400 overdrawn bank account resulting in a total of $75,220 generated from financing operationsNONE.

~~During the~~ITEM ~~period~~2. from June 28, 2018 (Inception) to December 31, 2018, we received $30,357 by way of loan from one of our directors and officers and overdrew our bank account by $400 resulting in a total of $30,757 generated from financing operationsPROPERTIES.

~~We are~~Real dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan to become a profitable real estate development company seeking to develop or redevelop residential, commercial or mixed used propertiesEstate. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

~~CRITICAL ACCOUNTING POLICIES~~None.

~~All companies~~Oil ~~are required to include a discussion of critical accounting policies~~ and ~~estimates used in the preparation of their financial statements~~Gas. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

18None.

~~Table of Contents~~Patents.

~~Our significant accounting policies are described in Note 3 of our Financial Statements on page F-7~~None. ~~These policies were selected because they represent the more significant accounting policies and methods that are broadly applied in the preparation of our financial statements.~~

~~Inflation~~20

~~In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future~~Trademarks.

~~Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations~~None.

~~Off-Balance Sheet~~ITEM ~~Arrangements~~3. LEGAL PROCEEDINGS.

~~Per SEC~~We ~~regulations,~~are not currently involved in any litigation that we ~~are~~believe ~~required~~could tohave ~~disclose~~a ~~our~~material ~~off-balance~~adverse ~~sheet~~effect ~~arrangements~~on ~~that~~our ~~have~~financial condition or ~~are~~results ~~reasonably~~of ~~likely~~operations. toThere ~~have~~is ano ~~current~~action, suit, proceeding, inquiry or ~~future~~investigation ~~effect~~before onor ~~our~~by ~~financial~~any ~~condition~~court, ~~such~~public asboard, ~~changes~~government inagency, ~~financial~~self-regulatory ~~condition,~~organization or body ~~revenues,~~pending ~~expenses~~or, ~~results~~to the knowledge of ~~operations~~the executive officers of our company or any of our subsidiaries, ~~liquidity~~threatened against or affecting our company, ~~capital~~our ~~expenditures~~common stock, any of our subsidiaries or ~~capital~~of ~~resources~~our ~~that~~companies ~~are~~or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material toadverse ~~investors~~effect. We anticipate that we (including current Asand any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of ~~December~~business. ~~31,~~It ~~2019,~~is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have noa ~~off-balance~~materially ~~sheet~~adverse ~~arrangements~~effect on our business, financial condition, cash flows or results of operations.

~~Share-based Compensation~~ITEM 4. MINE SAFETY DISCLOSURE.

~~In accordance~~Not ~~with ASC 718, Compensation – Stock Based Compensation, and ASC 505, Equity Based Payments to Non-Employees, we account for share-based payment using the fair value method~~applicable. Common shares issued to third parties for non-cash consideration are valued based on the fair market value of the services provided or the fair market value of the common stock on the measurement date, whichever is readily determinable. Measurement date for non-employees is the grant date of the share-based compensation.

~~Recently Issued~~PART ~~Accounting Pronouncements~~II

~~In February~~Market ~~2018,~~Price the FASB issued ASU 2018-02, Income Statement — Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this ASU allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Act and ~~will~~Stockholder improve the usefulness of information reported to financial statement users. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted in any interim period after issuance of the ASU. We adopted this ASU as of January 1, 2019. The amendments in this ASU did not have a material impact on our financial statements.Matters

19Shares of our common stock trade on the OTC PINK and quotations for the common stock are listed by the OTC Markets under the symbol "SRUS." On September 25, 2018, the symbol changed from “ASHC” to “SRUS” after a holding company reorganization.

~~Table~~The following table sets forth for the respective periods indicated the prices of ~~Contents~~our common stock in this market as reported and summarized by the National Quotation Bureau. Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.

~~In June~~During ~~2018,~~ the FASB issued ASU 2018-07, Compensation — Stock Compensation (ASC 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of ASC 718 to include share-based payment transactions for acquiring goods and services from nonemployees and applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. ASC 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under ASC 606. This update is effective for public business entities for fiscal years ~~beginning~~ended ~~after~~ December 1531, ~~2018, including interim periods within that fiscal year. Early adoption is permitted, but no~~ ~~earlier~~2020 ~~than~~and ~~an entity’s adoption date of ASC 606. We adopted this ASU as of January 1~~2019, ~~2019.~~we ~~The~~had ~~amendments in this ASU did not have~~ a ~~material~~trading ~~impact~~history onas ~~our financial statements.~~follows:

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 removes certain disclosures, modifies certain disclosures and adds additional disclosures. The ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. We are evaluating the effect that this update will have on its financial statements and related disclosures.

	HIGH		LOW
Quarter Ended:

March 31, 2020	$	0.090	$	0.090
June 30, 2020	$	0.018	$	0.018
September 30, 2020	$	0.19	$	0.12
December 31, 2020	$	0.109	$	0.033

March 31, 2019	$	0.04	$	0.023
June 30, 2019	$	0.03	$	0.013
September 30, 2019	$	0.14	$	0.14
December 31, 2019	$	0.10	$	0.10

~~Management has~~Last ~~evaluated~~Reported ~~other recently issued accounting pronouncements and does not believe that any of these pronouncements will have a significant impact on our financial statements and related disclosures.~~Price

~~ITEM~~On March 31, 2021, the last reported bid price ~~7A.~~of ~~QUANTITATIVE~~our ~~AND~~shares ~~QUALITATIVE~~of ~~DISCLOSURES~~common ~~ABOUT~~stock ~~MARKET~~reported ~~RISK~~on the OTC PINK was $0.0331 per share.

~~We are a smaller reporting company as defined by Rule 12b-2 of the Securities Act of 1934 and are not required to provide the information under this item.~~21

~~ITEM 8.~~Record ~~FINANCIAL~~Holders ~~STATEMENTS AND SUPPLEMENTARY DATA.~~

~~STRATUS~~There were 267 holders of record as of March ~~CAPITAL~~31, ~~CORP~~2021. In many instances, a registered stockholder is a broker or other entity holding shares in street name for one or more customers who beneficially own the shares.

~~FINANCIAL~~Our transfer agent is EQ Shareowner Services, ~~STATEMENTS~~1110 Centre Pointe Curve, Suite 101, Mendota Heights, MN 55120. Their telephone number is 800-468-9716.

~~For the~~Dividend ~~year ended December 31, 2019 and the period from June 28, 2018 (Inception) to December 31, 2018~~Policy

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
BALANCE SHEETS AS OF DECEMBER 31, 2019 AND 2018	F-2
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2019 AND THE PERIOD OF JUNE 28, 2018 (INCEPTION) TO DECEMBER 31, 2018	F-3
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2019 AND THE PERIOD OF JUNE 28, 2018 (INCEPTION) TO DECEMBER 31, 2018	F-4
STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2019 AND THE PERIOD OF JUNE 28, 2018 (INCEPTION) TO DECEMBER 31, 2018	F-5
NOTES TO THE AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2019 AND THE PERIOD OF JUNE 28, 2018 (INCEPTION) TO DECEMBER 31, 2018	F-6

We have never paid cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws, any future preferred stock instruments, and any future credit arrangements may then impose.

20Penny Stock

~~Table~~Penny Stock Regulation Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of ~~Contents~~less than $5.00. Excluded from the penny stock designation are securities registered on certain national securities exchanges or quoted on NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided by the exchange/system or sold to established customers or accredited investors.

~~REPORT~~The penny stock rules require a broker-dealer, OFprior ~~INDEPENDENT~~to ~~REGISTERED~~a ~~PUBLIC~~transaction ~~ACCOUNTING~~in ~~FIRM~~a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in connection with the transaction, and the monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.

ToThese disclosure requirements may have the effect of reducing the ~~Board~~level of ~~Directors~~trading ~~and~~activity ~~Stockholders~~in the secondary market for a stock that becomes subject to the penny stock rules. As our securities have become subject to the penny stock rules, investors may find it more difficult to sell their securities.

~~Stratus~~Securities Authorized for Issuance Under ~~Capital~~Equity ~~Corp.~~Compensation Plans

~~Greenwood Village, Colorado~~None.

~~Opinion on~~Recent ~~the~~Sales ~~Financial~~of ~~Statements~~Unregistered Securities.

We ~~have~~ ~~audited the accompanying balance sheets of Stratus Capital Corp. (the Company) as of December 31, 2019 and 2018, and the~~have ~~related~~sold ~~statements~~no ofunregulated ~~operations,~~securities shareholders’ equity (deficit), and cash flows for the year ended December 31, 2019 and the period from June 28, 2018 (Inception) to December 31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in ~~all material respects,~~ the ~~financial~~past ~~position~~three ~~of the Company as of December 31~~years, 2019 and 2018, and the results of its operations and its cash flows for the year ended December 31, 2019 and the period from June 28, 2018 (inception) to December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.except:

~~Consideration~~Effective September 30, 2018, we issued 4,000,000 shares of ~~the~~common ~~Company’s~~stock ~~Ability~~as compensation to ~~Continue~~two asdirectors aand ~~Going~~officers. ~~Concern~~We valued the stock at $220,000 based on the share price of $0.055 on the grant date.

~~The~~Effective January 17, 2019, we issued 1,000,000 ~~accompanying~~shares ~~financial~~of ~~statements~~Series ~~have~~A ~~been~~Super ~~prepared~~Majority ~~assuming~~Voting ~~that~~Preferred ~~the~~Stock, ~~Company~~valued ~~will~~by ~~continue~~an asindependent athird-party ~~going~~valuation ~~concern. The~~firm ~~Company~~using a market approach ~~has~~at ~~suffered~~$85,500, ~~recurring~~to ~~losses~~one ~~and~~of ~~has~~our nodirectors ~~operations~~and ~~which~~former ~~raise~~officer ~~substantial~~(Richard ~~doubt~~O. ~~about~~Dean) ~~its~~who ~~ability~~was toour ~~continue~~principal asshareholder, afor ~~going~~cash ~~concern.~~consideration ~~Management’s~~of ~~plans~~$10,000 inand ~~regard~~services torendered ~~these~~of ~~matters~~$75,500. ~~are~~On ~~described~~October in28, ~~Note~~2020, 2Mr. ~~The~~Richard ~~financial~~Dean ~~statements~~and dohis ~~not~~wife ~~include~~Reagan ~~any adjustments~~Dean ~~that~~entered ~~might~~into ~~result~~a ~~from~~Securities Purchase ~~the~~Agreement ~~outcome~~with Willamette Group Trust, of ~~this~~which ~~uncertainty~~Mr. Pedro Gonzalez is Trustee, and agreed to sell a majority of their shares. Subsequently, the Securities Purchase Agreement has been amended to reflect an effective

~~Basis for Opinion~~22

~~These financial~~date ~~statements are the responsibility~~ of ~~the~~January ~~Company’s~~10, ~~management~~2021. ~~Our~~As ~~responsibility is to express an opinion on the Company’s financial statements based on our audits. We are~~ a ~~public~~result, ~~accounting firm registered with the Public Company~~Mr. ~~Accounting~~Gonzalez ~~Oversight Board~~ (~~United~~current ~~States~~CEO) ~~(PCAOB)~~has ~~and~~beneficial ~~are~~ownership ~~required~~of to1,000,000 beshares ~~independent~~of ~~with~~Series ~~respect~~A toSuper ~~the~~Majority ~~Company~~Voting inPreferred ~~accordance with the U~~Stock.S. ~~federal~~It ~~securities~~can ~~laws~~vote equivalent ~~and~~of ~~the~~60% ~~applicable rules and regulations~~ of ~~the~~common ~~Securities~~stock ~~and~~at ~~Exchange~~all ~~Commission and the PCAOB~~times.

~~We conducted~~In both our ~~audits~~Form in10-Q ~~accordance~~for ~~with~~ the ~~standards~~three ~~of the PCAOB. Those standards require that we plan~~ and ~~perform the audits~~nine tomonths ~~obtain~~ended ~~reasonable~~September ~~assurance~~30, ~~about~~2020 ~~whether~~filed ~~the~~on ~~financial~~November ~~statements are free of material misstatement~~16, ~~whether~~2020 ~~due~~and toour ~~error or~~Form ~~fraud.~~8-K ~~The~~filed ~~Company~~on isDecember ~~not~~4, ~~required to have~~2020, ~~nor were~~ we ~~engaged~~disclosed ~~to perform, an audit of its internal control over financial reporting. As part of~~ our ~~audits, we are required~~ intention to ~~obtain~~issue ancertain ~~understanding~~shares of ~~internal~~common ~~control~~stock ~~over~~to ~~financial reporting~~directors, ~~but not~~officers ~~for~~and ~~the~~staff. ~~purpose~~No ofsuch ~~expressing~~shares anhave ~~opinion~~been onissued ~~the~~at ~~effectiveness~~this oftime ~~the~~and ~~Company’s~~any such ~~internal~~issuances ~~control~~are ~~over~~unlikely ~~financial~~to ~~reporting. Accordingly,~~be wefinalized ~~express~~before noQ2 ~~such opinion~~2021.

~~Our audits~~Exemption ~~included~~from ~~performing~~Registration procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.Claimed

~~/s/~~The transactions were exempt from Registration ~~Pinnacle~~under ~~Accountancy~~Section ~~Group~~4(a)2 of ~~Utah~~the Securities Act of 1933.

~~We have~~Issuer ~~served~~Purchases asof ~~the~~Equity ~~Company’s auditor since 2018.~~Securities

~~Pinnacle Accountancy~~We ~~Group~~did not repurchase any shares of ~~Utah~~our common stock during the year ended December 31, 2020.

~~a dba~~ITEM of6. ~~Heaton~~SELECTED &FINANCIAL ~~Company, PLLC~~DATA.

~~Farmington, Utah~~Not applicable.

~~April 14,~~ITEM ~~2020~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

FForward-1Looking Statements and Associated Risks.

~~Table~~This Form 10-K contains certain statements that are forward-looking within the meaning of ~~Contents~~the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue,” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

STRATUS CAPITAL CORP.
BALANCE SHEETS
	DECEMBER 31,			DECEMBER 31,
	2019			2018
ASSETS
Current Assets
Cash and Cash Equivalents	$	244		$	—
Total Current Assets		244			—
Total Assets	$	244		$	—
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Checks Drawn in Excess of Bank Balance	$	—		$	400
Accounts Payable		697			721
Accruals - Related Parties		95,373			18,483
Note Payable - Related Party		95,977			30,357
Total Current Liabilities		192,047			49,961
Total Liabilities		192,047			49,961
Commitments and Contingencies (Note 8)
Shareholders' Deficit
Preferred Stock, $0.0001 par value, 9,000,000 shares
authorized, 0 issued or outstanding		—			—
Series A Preferred Stock, $0.0001 par value, 1,000,000 shares
authorized, 1,000,000 and 0 issued and outstanding, respectively		100			—
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	)		(94,579	)
Retained Earnings (Deficit)		(184,877	)		42,465
Total Shareholders' Deficit		(191,803	)		(49,961	)
Total Liabilities and Shareholders' Deficit	$	244		$	—
The accompanying notes are an integral part of these audited financial statements.

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of December 31, 2020, we had an accumulated deficit totaling $319,062. This raises substantial doubt about our ability to continue as a going concern.

~~F-2~~Plan of Operation

~~Table~~Our plan of ~~Contents~~operations is to raise debt and/or equity to meet our ongoing operating expenses with opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that we will successfully complete this series of transactions. In particular, there is no assurance that any stockholder will realize any return on their shares after such a transaction. Any merger or acquisition completed by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.

STRATUS CAPITAL CORP.
STATEMENTS OF OPERATIONS
				FOR THE PERIOD
	FOR THE YEAR ENDED			FROM JUNE, 28, 2018 (Inception)
	DECEMBER 31, 2019			TO DECEMBER 31, 2018
REVENUE	$	—		$	—
OPERATING EXPENSES
General and administrative expenses		222,452			268,478
Total Operating Expenses		222,452			268,478
OPERATING LOSS		(222,452	)		(268,478	)
OTHER INCOME (EXPENSE)
Gain on sale of subsidiary company		—			311,426
Interest - related party		(4,890	)		(483	)
Total Other Income (Expense)		(4,890	)		310,943
INCOME (LOSS) BEFORE TAXES		(227,342	)		42,465
TAXES		—			—
NET INCOME (LOSS)	$	(227,342	)	$	42,465
Net Income (Loss) per Common Share: Basic and Diluted	$	(0.01	)	$	0.00
Weighted Average Common Shares Outstanding: Basic and Diluted		21,525,481			19,503,976
The accompanying notes are an integral part of these audited financial statements.

We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

~~F-3~~We intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms which desire to seek the advantages of an issuer who has complied with the

~~Table of Contents~~23

STRATUS CAPITAL CORP.
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2019 AND THE PERIOD FROM JUNE 28, 2018 (INCEPTION) TO DECEMBER 31, 2018
	Series A Preferred Shares				Common Shares				Additional Paid-In			Retained
	Shares		Amount		Shares		Amount		Capital			Earnings (Deficit)			Total
Balance at June 28, 2018 (Inception)		—	$			—	$	—	$	—		$	—		$	—
Reverse recapitalization		—		—		17,525,481		1,753		(314,179	)		—			(312,426	)
Shares issued as officers' compensation		—		—		4,000,000		400		219,600			—			220,000
Net income for the period		—		—		—		—		—			42,465			42,465
Balance at December 31, 2018		—	$	—		21,525,481	$	2,153	$	(94,579	)	$	42,465		$	(49,961	)
Preferred shares issued for cash		116,959		12		—		—		9,988			—			10,000
Preferred shares issued as officer's compensation		883,041		88		—		—		75,412			—			75,500
Net loss for the year		—		—		—		—		—			(227,342	)		(227,342	)
Balance at December 31, 2019		1,000,000	$	100		21,525,481	$	2,153	$	(9,179	)	$	(184,877	)	$	(191,803	)
The accompanying notes are an integral part of these audited financial statements.

Securities Act of 1934 (the “1934 Act”). We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures of virtually any nature. This discussion of our proposed business is purposefully general and is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential real estate development and construction opportunities. We anticipate that we may be able to participate in only a few projects initially because of our lack of financial resources.

~~F-4~~We may seek a business opportunity with entities which have recently commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

~~Table~~We expect that the selection of ~~Contents~~a business opportunity will be complex and risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering.

STRATUS CAPITAL CORP.
STATEMENTS OF CASH FLOWS
				FOR THE PERIOD
	FOR THE YEAR ENDED			FROM JUNE 28, 2018 (Inception)
	DECEMBER 31, 2019			TO DECEMBER 31, 2018
Cash Flow from Operating Activities:
Net Income (Loss)	$	(227,342	)	$	42,465
Adjustments to reconcile net income (loss) to
net cash used in operating activities
Stock based compensation		75,500			220,000
Gain on disposal of subsidiary company		—			(311,426	)
Changes in working capital items:
Accounts payable		(24	)		721
Accruals – related parties		76,890			18,483
Net Cash Flow used in Operating Activities		(74,976	)		(29,757	)
Net Cash Flow from Investing Activities
Payment on disposal of subsidiary company		—			(1,000	)
Net Cash Flow used in Investing Activities		—			(1,000	)
Net Cash Flow used in Financing Activities
Checks drawn in excess of bank balance		(400	)		400
Advances under note payable - related party		65,620			30,357
Preferred stock issued for cash		10,000
Net Cash Flow from Financing Activities		75,220			30,757
Net Change in Cash:		244			—
Beginning Cash:	$	—		$	—
Ending Cash:	$	244		$	—
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	—		$	—
Cash paid for tax	$	—		$	—
Non Cash Financing Activities:
Settlement of liabilities through disposal of subsidiary company	$	—		$	312,426
The accompanying notes are an integral part of these audited financial statements.

~~F-5~~We will not acquire or merge with any company for which audited financial statements cannot be obtained prior to or within a reasonable period of time after closing of the proposed transaction.

~~Table~~RESULTS OF ofOPERATIONS ~~Contents~~FOR FISCAL YEAR ENDED DECEMBER 31, 2020 COMPARED TO THE YEAR ENDED DECEMBER 31, 2019

~~STRATUS~~We are ~~CAPITAL~~a ~~CORP~~publicly quoted real estate development company seeking to develop or redevelop residential, commercial or mixed used properties.

~~NOTES TO AUDITED FINANCIAL STATEMENTS~~Revenue

~~FOR~~We recognized ~~THE~~no ~~YEAR~~revenue ~~ENDED~~during ~~DECEMBER~~the years ended December 31, 2020 or 2019 ~~AND~~as we had no revenue generating activities during these periods.

~~THE~~General ~~PERIOD~~and OFAdministrative ~~JUNE 28, 2018 (INCEPTION) TO DECEMBER 31, 2018~~Expenses

~~NOTE~~During 1the period ended December 31, 2020, we incurred general and administrative expenses of $126,928 comprising officers’ compensation of $63,000, accounting, auditing, legal and share transfer agent fees totaling $61,416 and sundry other expenses of $2,512. ~~NATURE~~During the OFperiod ~~OPERATIONS~~ended December 31, 2019, we incurred general and

~~Nature of Business~~24

~~Stratus~~administrative ~~Capital~~expenses ~~Corp.~~of $222,452 acomprising ~~Delaware~~officers’ ~~corporation,~~compensation ~~(“Status~~of ~~Capital~~$147,~~” “the Company~~500,” ~~“We~~accounting," ~~"Us~~auditing,~~" or~~ ~~“Our’)~~legal isand ashare ~~publicly~~transfer ~~quoted~~agent fees ~~real~~totaling ~~estate~~$64,045 ~~development~~and ~~company~~sundry ~~seeking~~other toexpenses ~~develop~~of ~~or redevelop residential~~$10, ~~commercial or mixed used properties~~907.

~~History~~The decrease of $84,500 in officer’s compensation between the year ended December 31, 2020 and the year ended December 31, 2019 arose due to $75,500 decrease in stock-based compensation issued to an officer in 2019 as compared to $0 of stock compensation issued during the year ended December 31, 2020 and a decrease of $9,000 of accrued compensation following the resignation of one of our directors during the year ended December 31, 2020.

~~Stratus~~The decrease ~~Capital~~of $2,629 in accounting, auditing, legal and share transfer agent fees was ~~incorporated~~largely due to decreases in ~~Delaware~~legal onand ~~April~~accounting 13fees that were higher in the year ended December 31, ~~2018~~2019 as compared to the year ended December 2020 due to the extra work required to make the Company fully reporting for SEC purposes during 2019.

~~Effective~~The decrease ~~June~~of 28$8,395 ~~2018,~~in ~~following~~sundry aoffice ~~corporate~~expense ~~reorganization~~was aslargely ~~described~~due ~~below~~to ~~(‘the~~a ~~Holding~~decrease ~~Company~~in ~~Reorganization”~~travel orcosts ‘and office expenses in the ~~reverse~~ ~~recapitalization”)~~year ended December 31, ~~Stratus~~2020 ~~Capital~~as ~~became~~compared to the ~~reorganized~~year ~~successor~~ended toDecember ~~Ashcroft~~31, ~~Homes~~2019 ~~Corporation,~~due ato ~~publicly~~the ~~quoted real~~decrease ~~estate~~in ~~company~~corporate ~~that~~activity ~~ceased~~arising ~~trading~~from inthe ~~2004~~impact of the COVID-19 virus.

~~Reorganization into~~Operating ~~a Holding Company Structure for Stratus Capital Corp., Inc., reorganization successor to Ashcroft Homes Corporation.~~Loss

InDuring ~~May~~the ~~2018,~~year ~~Ashcroft~~ended ~~Homes~~December ~~Corporation~~31, a2020, ~~Colorado~~we ~~corporation~~incurred an operating loss of $126,928 ~~redomiciled~~due to ~~Delaware~~the byfactors ~~merging~~discussed ~~with~~above ~~its~~compared ~~wholly~~to ~~owned~~an ~~subsidiary,~~operating ~~Ashcroft~~loss ~~Homes~~of ~~Merger Co.(“ASHMC”)~~$222,452 ~~effective~~during onthe ~~June~~year 15ended December 31, ~~2018~~2019.

~~Pursuant to~~Interest ~~the Delaware Holding Company formation statute, DGCL Section 251(g), ASHMC entered into an Agreement~~ and ~~Plan~~Other ofIncome ~~Merger and Reorganization into a Holding Company with Stratus Capital Corp.~~ (~~“Stratus Capital”~~Expenses) ~~and Ashcroft Operations, Inc.,~~ ~~(Ashcroft Operations, Inc.), wholly-owned subsidiaries of ASHMC, effective June 28, 2018.~~

~~The~~During ~~Agreement~~the ~~and~~period ~~Plan~~ended ofDecember ~~Merger~~31, ~~and~~2020, ~~Reorganization~~we ~~into~~incurred a$7,257 ~~Holding~~in ~~Company~~related ~~provided~~party ~~for~~interest ~~the~~expense ~~merger~~as ofcompared ~~ASHMC~~to ~~with~~$4,890 ~~and~~during ~~into~~the ~~Ashcroft~~year ~~Operations~~ended December 31, ~~Inc~~2019., ~~with~~The ~~Ashcroft~~increase ~~Operations,~~in ~~Inc.~~interest ~~being~~expense between the ~~surviving~~two ~~corporation~~years was due to the increase in the ~~merger,~~funds asadvanced ato us ~~subsidiary~~by our former principal shareholder and chief executive officer to ~~Stratus~~fund ~~Capital~~our working capital needs.

~~ASHMC ceased~~Loss tobefore ~~exist~~Income ~~as an independent legal entity following its merger with Ashcroft Operations, Inc.~~Tax

~~The~~During ~~shareholders~~the ofperiod ~~ASHMC~~ended ~~were~~December ~~converted~~31, by2020, ~~the~~we ~~holding~~incurred ~~company~~a ~~reorganization,~~net ~~under~~loss ~~the~~before ~~Agreement~~income taxes of $134,185 due to ~~shareholders~~the offactors ~~Stratus~~discussed ~~Capital~~above compared onto athe ~~one~~year ~~for~~ended ~~one~~December ~~basis~~31, ~~pursuant~~2019, toduring ~~the~~which ~~Agreement~~we ~~and~~incurred ~~the~~a ~~Delaware~~loss ~~Statute~~of ~~Sec~~$227,342. ~~251(g).~~

~~Ashcroft Operations,~~Provision ~~Inc.,~~for ~~the~~Income ~~surviving company of the merger with ASHMC, became a wholly-owned subsidiary of Stratus Capital, the holding company.~~Tax

~~Stratus~~No provision ~~Capital~~for ~~became~~income ~~the~~taxes ~~parent~~was ~~holding~~recorded ~~company~~during ~~resulting under~~ the ~~Agreement,~~years ~~pursuant~~ended toDecember ~~Delaware General Corporation Law section 251(g)~~31, ~~with~~2020 ~~its~~and ~~wholly~~2019 ~~owned~~as ~~subsidiary~~we ~~company,~~incurred ~~Ashcroft~~taxable ~~Operations,~~losses ~~Inc.,~~in ~~the~~both ~~surviving company of the merger with ASHMC~~years.

~~As a~~Net result of the Holding Company Reorganization, shareholders in publicly quoted ASHMC (formerly the shareholders of Ashcroft Homes Corporation as of the date of the reorganization) became shareholders in the publicly quoted Stratus Capital.Loss

~~Ashcroft~~During ~~Operations~~the period ended December 31, ~~Inc~~2020, ~~being~~we incurred a net loss of $134,185 due to the ~~direct~~factors ~~successor~~discussed byabove, compared to the ~~merger~~year ended ~~with~~December ~~ASHMC.~~31, ~~became~~2019, aduring ~~subsidiary~~which ~~company~~we ofincurred ~~Stratus~~a ~~Capital~~loss of $227,342.

~~F-6~~CASH FLOW

~~Table~~At December 31, 2020, we did not have any revenue generating activities or other sources of ~~Contents~~income and we had total liabilities of $329,277 and a shareholders deficit of ($325,988).

Disposal of Ashcroft Operations, Inc.

	Fiscal Year Ended			Fiscal Year Ended
	December 31, 2020			December 31, 2019
Net Cash Used in Operating Activities	$	(63,102	)	$	(74,976	)
Net Cash Used in Investing Activities		—			—
Net Cash Provided by Financing Activities		62,897			75,220
Net Movement in Cash and Cash Equivalents	$	(205	)	$	244

Effective June 29, 2018, Stratus Capital disposed of 100% of the issued share capital of its sole subsidiary company, Ashcroft Operations, Inc., to an unrelated third party for a $1,000 payment made to the purchaser to assume ownership of the subsidiary company with outstanding liabilities.25

~~The~~Operating ~~Holding Company Reorganization has been accounted for so as to reflect the fact that both AHMC and Stratus Capital were under common control at the date of the Holding Company Reorganization.~~Activities

~~NOTE~~During 2.the ~~GOING~~year ~~CONCERN~~ended December 31, 2020, we had a net loss of $134,185 an increase in prepaid expenses of $3,250, an increase in accounts payable of $4,076 and an increase in accruals – related parties of $70,257 resulting in net cash of ($63,102) being used in operations.

~~Our~~During ~~financial statements are prepared using accounting principles generally accepted in~~ the ~~United~~period ~~States~~ended ofDecember ~~America~~31, ~~applicable to a going concern~~2019, ~~which~~we ~~contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We have no income and~~ had a ~~shareholders’~~net ~~deficit~~loss of ($~~191~~227,~~803~~342) aswhich ofincluded ~~December 31~~$75,500 ~~2019.~~in ~~These~~stock-based ~~conditions raise substantial~~compensation, ~~doubt about our ability to continue as~~ a ~~going~~decrease ~~concern.~~in ~~The~~accounts ~~financial~~payable ~~statements do not include any adjustments to reflect the possible future effects on the recoverability and classification~~ of ~~assets~~($24) ~~or the amounts~~ and ~~classification~~an ofincrease ~~liabilities~~in ~~that may~~accrued ~~result~~expenses ~~from~~– ~~the~~related ~~outcome~~parties of ~~these~~$76,890 ~~uncertainties.~~resulting ~~Our~~in ~~ability to continue as a going concern is dependent upon our ability to~~net ~~raise~~cash ~~additional~~of ~~debt~~($74,976) orbeing ~~equity~~used ~~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.~~

~~NOTE 3.~~Investing ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Activities

~~Basis~~During ofthe ~~Presentation~~years ended December 31, 2020 and 2019, we had no investing activities.

~~The summary~~Financing of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America and have been consistently applied. The accompanying financial statement reflect the operations of Stratus Capital Corp., the sole surviving entity as a result of the reorganization and disposal activities described in Note 1, for the year ended December 31, 2019 and for the period from its inception on June 28, 2018 through December 31, 2018. The Company has selected December 31 as its financial year end. The Company has not earned any revenue to date.Activities

~~Use~~During the year ended December 31, 2020, we received $62,897 by way of ~~Estimates~~loan from one of our directors and officers resulting in a total of $62,897 generated from financing operations.

~~The~~During ~~preparation~~the ofyear ~~financial~~ended ~~statements~~December in31, ~~conformity~~2019, ~~with~~we ~~generally~~received ~~accepted~~$65,620 ~~accounting~~by ~~principles~~way ~~(“GAAP”)~~of ~~requires management~~loan tofrom ~~make~~one ~~estimates and assumptions that affect the reported amounts~~ of ~~assets~~our ~~and~~directors ~~liabilities~~ and ~~disclosure~~officers, of$10,000 ~~contingent~~from ~~assets and liabilities at~~ the ~~date~~sale of ~~the~~preferred ~~financial~~stock ~~statements~~ and ~~the~~paid ~~reported~~off ~~amounts~~our of$400 ~~revenues~~overdrawn ~~and~~bank ~~expenses~~account ~~during~~resulting ~~the~~in ~~reporting period.~~a ~~Actual~~total ~~results~~of ~~could~~$75,220 ~~differ~~generated from ~~those estimates~~financing operations.

~~Cash~~We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and ~~Cash~~to ~~Equivalents~~execute our business plan to become a profitable real estate development company seeking to develop or redevelop residential, commercial or mixed used properties. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

WeCRITICAL ~~maintain~~ACCOUNTING 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 an original maturity of three months or less are considered to be cash equivalents. As of December 31, 2019 and 2018, our cash balance was $244 and $0, respectively.POLICIES

~~Related~~All companies are required to include a discussion ~~Party~~of ~~Transactions:~~critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~A related~~Our ~~party~~significant isaccounting ~~generally~~policies ~~defined~~are asdescribed in ~~(i)~~Note ~~any~~3 ~~person that holds 10% or more~~ of our ~~membership~~Financial ~~interests~~Statements ~~including~~on ~~such~~page ~~person's immediate~~F-7. ~~families,~~These ~~(ii)~~policies ~~our~~were ~~management,~~selected ~~(iii)~~because ~~someone~~they ~~that~~represent ~~directly~~the ormore ~~indirectly~~significant ~~controls, is controlled by or is under common~~accounting ~~control~~policies ~~with us, or (iv) anyone who can significantly influence our financial~~ and ~~operating~~methods ~~decisions.~~that Aare ~~transaction~~broadly isapplied ~~considered to~~in bethe apreparation ~~related party transaction when there is a transfer~~ of ~~resources~~our orfinancial ~~obligations between related parties~~statements. ~~See Notes 5, 6 and 9 below for details of related party transactions in the period presented.~~

~~F-7~~Inflation

~~Table~~In the opinion of ~~Contents~~management, inflation has not and will not have a material effect on our operations in the immediate future.

~~Leases~~Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

~~We determine if an arrangement is a lease at inception. Operating leases are included in operating in operating lease right~~Share-~~of-use (“ROU”)~~based 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.Compensation

~~ROU assets~~The ~~represent~~cost ~~the~~of ~~right~~equity instruments issued to ~~use~~non-employees anin ~~asset~~return for ~~the~~goods ~~lease term~~ and ~~lease~~services ~~liability~~is ~~represent~~measured ~~the~~by ~~obligation to make lease payment arising from~~ the ~~lease.~~fair ~~Operating lease ROU assets and liabilities are recognized at the commencement date based on the present~~ value of ~~lease payments over lease term. As most of~~ the ~~leases~~equity ~~doesn’t~~instruments ~~provide~~issued anin ~~implicit rate. We generally use the incremental~~accordance ~~borrowing~~with ~~rate~~ASC on718, ~~the~~“Compensation 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~~Stock ~~over lease term~~Compensation.”

Leases that transfer substantially all the rewards and risks of ownership to the lessee, other than legal title, are accounted for as finance leases. Substantially all of the risks or benefits of ownership are deemed to have been transferred if any one of the four criteria is met: (i) transfer of ownership to the lessee at the end of the lease term, (ii) the lease containing a bargain purchase option, (iii) the lease term exceeding 75% of the estimated economic life of the leased asset, (iv) the present value of the minimum lease payments exceeding 90% of the fair value. At the inception of a finance lease, we as the lessee records an asset and an obligation at an amount equal to the present value of the minimum lease payments. The leased asset is amortized over the shorter of the lease term or its estimated useful life if title does not transfer to us, while the leased asset is depreciated in accordance with our depreciation policy if the title is to eventually transfer to us. The periodic rent payments made during the lease term are allocated between a reduction in the obligation and interest element using the effective interest method in accordance with the provisions of ASC Topic 835-30, “Imputation of Interest”.26

~~Since June~~Measurement ~~28,~~date ~~2018~~for ~~(Inception),~~non-employees is the ~~only~~grant ~~lease~~date ~~arrangement~~of wethe ~~have~~stock-based ~~entered~~compensation. ~~into~~The iscost aof ~~month~~employee toservices ~~month~~received ~~lease~~in exchange for aequity ~~storage~~instruments ~~unit. At this~~is ~~lease~~based ~~has~~on athe ~~term~~grant ofdate ~~less~~fair ~~than~~value 12of ~~months, we have elected to adopt~~ the ~~exemption~~equity ~~for~~instruments ~~short term leases and have no accounted for it as described above~~issued.

~~Income Taxes:~~Recently Issued Accounting Pronouncements

~~The provision~~We ~~for~~have ~~income~~reviewed ~~taxes~~all ~~is computed using~~ the ~~asset~~recently ~~and liability method~~issued, ~~under which deferred tax assets and liabilities are~~but ~~recognized~~not ~~for~~yet ~~the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities~~effective, ~~and~~accounting ~~for~~pronouncements ~~operating losses~~ and ~~tax~~do ~~credit~~not ~~carry-forwards.~~believe ~~Deferred~~any ~~tax~~of ~~assets~~these ~~and~~pronouncements ~~liabilities~~will ~~are~~have ~~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~~material ~~allowance~~impact toon ~~reduce deferred tax assets to the amount that is believed more likely~~our ~~than~~financial ~~not to be realized~~statements.

~~Uncertain Tax~~ITEM ~~Positions:~~7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We ~~evaluate~~ ~~tax~~are ~~positions in~~ a ~~two-step~~smaller ~~process.~~reporting Wecompany ~~first~~as ~~determine whether it is more likely than not that a tax position will be~~defined ~~sustained~~by ~~upon~~Rule ~~examination, based on the technical merits of the position. If a tax position meets the more~~12b-~~likely-than-not~~2 ~~recognition threshold it is then measured to determine the amount~~ of ~~benefit to recognize in~~ the ~~financial~~Securities ~~statements.~~Act ~~The tax position is measured as the largest amount~~ of ~~benefit~~1934 ~~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~~required to ~~result~~provide inthe ~~payment~~information orunder ~~receipt~~this ~~of cash within one year as long-term liabilities in the financial statements~~item.

F-ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

~~Table~~STRATUS ofCAPITAL ~~Contents~~CORP.

~~Revenue Recognition:~~FINANCIAL STATEMENTS

~~In May~~For ~~2014,~~ the ~~Financial~~years ~~Accounting~~ended ~~Standards~~December ~~Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09~~31, ~~Revenue~~ ~~from~~2020 Contracts with Customers. Since that date, the FASB has issued additional ASUs providing further revenue recognition guidance (collectively, “Topic 606”). Topic 606 clarifies the principles for recognizing revenues and ~~costs related to obtaining and fulfilling customer contracts, with the objective of improving financial reporting.~~ The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. Topic 606 defines a five-step process to achieve this core principle as follows:2019

Step 1: Identify the contract(s) with customers

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1

BALANCE SHEETS AS OF DECEMBER 31, 2020 AND 2019	F-2

STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019	F-3

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019	F-4

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019	F-5

NOTES TO THE AUDITED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019	F-6

~~Step 2: Identify the performance obligations in the contract~~27

~~Step 3:~~REPORT ~~Determine~~OF ~~the~~INDEPENDENT ~~transaction~~REGISTERED ~~price~~PUBLIC ACCOUNTING FIRM

~~Step 4:~~To ~~Allocate~~ the ~~transaction~~Board ~~price~~of toDirectors ~~performance~~and ~~obligations~~Stockholders

~~Step 5:~~Stratus ~~Recognize~~Capital ~~revenue when the entity satisfies a performance obligation~~Corp.

~~More judgment~~Greenwood ~~and estimates are required under Topic 606 than were required under the prior generally accepted accounting principles of Topic 605~~Village, ~~Revenue~~ ~~Recognition (“Topic 605”).~~Colorado

InOpinion ~~accordance~~on ~~with Topic 606, service revenues are recognized as~~ the ~~services~~Financial 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.Statements

~~During~~We have audited the ~~year~~accompanying ~~ended~~balance sheets of Stratus Capital Corp. (the Company) as of December 31, 2020 and 2019, and the related ~~period~~statements ~~from~~of ~~June~~operations, 28changes in shareholders’ deficit, ~~2018~~and cash flows for the years then ended, and the related notes (~~Inception)~~collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2018~~2020 and 2019, weand ~~did~~the ~~not~~results ~~recognize~~of ~~any~~its operations and ~~revenue~~its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Advertising~~Consideration ~~Costs:~~of the Company’s Ability to Continue as a Going Concern

WeThe ~~expense~~accompanying ~~advertising~~financial ~~costs~~statements ~~when~~have ~~advertisements~~been ~~occur~~prepared assuming that the Company will continue as a going concern. NoThe ~~advertising~~Company has ~~costs~~suffered ~~were~~recurring ~~incurred~~losses ~~during the~~and ~~year~~has ~~ended~~no ~~December~~operations ~~31,~~which ~~2019~~raise orsubstantial ~~the~~doubt ~~period~~about ~~June~~its ~~28,~~ability ~~2018~~to ~~(Inception)~~continue as a going concern. Management’s plans in regard to ~~December~~these ~~31,~~matters ~~2018~~are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Stock~~Basis ~~Based~~for ~~Compensation:~~Opinion

~~The~~These ~~cost~~financial ofstatements ~~equity~~are ~~instruments~~the ~~issued~~responsibility toof ~~non-employees~~the inCompany’s ~~return~~management. ~~for~~Our ~~goods~~responsibility ~~and services~~ is ~~measured~~to byexpress ~~the~~an ~~fair~~opinion ~~value of~~ on the ~~goods or~~Company’s ~~services~~financial ~~received~~statements orbased ~~the~~on ~~measurement~~our ~~date~~audits. ~~fair~~We ~~value~~are ofa ~~the~~public ~~equity~~accounting ~~instruments~~firm ~~issued,~~registered ~~whichever~~with is the ~~more~~Public ~~readily determinable,~~Company inAccounting ~~accordance~~Oversight ~~with~~Board ~~ASC~~(United ~~505~~States) ~~Equity-Based~~(PCAOB) ~~Payments~~and toare ~~Non-Employees.~~required ~~Measurement~~to ~~date~~be ~~for~~independent ~~non-employees~~with isrespect to the ~~grant~~Company ~~date~~in accordance ofwith the ~~stock based compensation~~U.S. ~~The~~federal ~~cost~~securities oflaws ~~employee~~and ~~services received in exchange for equity instruments is based on~~ the ~~grant date~~applicable ~~fair~~rules ~~value~~and regulations of the ~~equity~~Securities ~~instruments~~and ~~issued,~~Exchange inCommission ~~accordance~~and ~~with ASC 718 Compensation - Stock Compensation~~the PCAOB.

~~Net~~We ~~Loss~~conducted ~~per~~our ~~Share~~audits ~~Calculation:~~in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Basic~~Our ~~earnings~~audits ~~(loss)~~included ~~per~~performing ~~common~~procedures ~~share~~to ~~("EPS")~~assess isthe ~~computed~~risks byof ~~dividing~~material ~~net~~misstatement ~~income~~of ~~(loss)~~the ~~available~~financial tostatements, ~~common~~whether ~~stockholders~~due to byerror ~~the~~or ~~weighted-average~~fraud, ~~number~~and ofperforming ~~common~~procedures ~~shares~~that ~~outstanding~~respond ~~for~~to ~~the~~those ~~period~~risks. ~~Diluted~~Such ~~earnings~~procedures ~~(loss)~~included ~~per~~examining, ~~share~~on isa ~~computed~~test bybasis, ~~dividing~~evidence ~~net~~regarding ~~income~~the ~~(loss)~~amounts byand disclosures in the ~~weighted~~financial ~~average~~statements. ~~shares~~Our ~~outstanding~~audits also included evaluating the accounting principles used and significant estimates made by management, ~~assuming~~as ~~all~~well ~~dilutive~~as ~~potential~~evaluating ~~common~~the ~~shares~~overall ~~were~~presentation ~~issued.~~of ~~Dilutive loss~~the ~~per~~financial ~~share~~statements. We ~~excludes~~believe ~~all~~that ~~potential~~our ~~common~~audits ~~shares~~provide ifa ~~their~~reasonable ~~effect~~basis isfor ~~anti-dilutive~~our opinion.

No/s/ ~~potentially~~Pinnacle ~~dilutive~~Accountancy ~~debt~~Group orof ~~equity instruments were issued or outstanding during the year ended December 31, 2019 or the period June 28, 2018 (Inception) to December 31, 2018.~~Utah

~~Recently~~We ~~Accounting~~have ~~Pronouncements:~~ served as the Company’s auditor since 2018.

WePinnacle ~~have~~Accountancy ~~reviewed~~Group ~~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.~~Utah

~~F-9~~a dba of Heaton & Company, PLLC

~~Table of Contents~~Farmington, Utah

~~NOTE~~March 4.29, ~~GAIN ON DISPOSAL OF SUBSIDIARY COMPANY~~2021

~~Effective June 28, 2018, we disposed of 100% of the issued and outstanding share capital of our subsidiary company, Ashcroft Operations, Inc. to an independent third party (the “Purchaser”).~~F-1

As of June 28, 2018, Ashcroft Operations, Inc. had no ongoing business or operations, no assets and liabilities totaling $312,426, $296,423 due under an IRS lien and $16,003 due to a related party.

STRATUS CAPITAL CORP.
BALANCE SHEETS

	DECEMBER 31,			DECEMBER 31,
	2020			2019

ASSETS

Current Assets
Cash and Cash Equivalents	$	39		$	244
Prepaid Expenses		3,250			—

Total Current Assets		3,289			244

Total Assets	$	3,289		$	244

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
Accounts Payable	$	4,773		$	697
Accruals - Related Parties		165,630			95,373
Note Payable - Related Party		158,874			95,977

Total Current Liabilities		329,277			192,047

Total Liabilities		329,277			192,047

Commitments and Contingencies (Note 8)

Shareholders' Deficit
Preferred Stock, $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, 1,000,000issued 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	)
Retained Deficit		(319,062	)		(184,877	)

Total Shareholders' Deficit		(325,988	)		(191,803	)

Total Liabilities and Shareholders' Deficit	$	3,289		$	244

The accompanying notes are an integral part of these audited financial statements.

~~As an inducement for the Purchaser to acquire Ashcroft Operations, Inc. with outstanding net liabilities of $312,426, we paid the Purchaser $1,000.~~F-2

Accordingly, we recognized a net gain of $311,426 in respect of the disposal of the subsidiary company as Other Income in our statement of operations in the period June 28, 2018 (Inception) to December 31, 2018.

STRATUS CAPITAL CORP.
STATEMENTS OF OPERATIONS


	FOR THE YEAR ENDED			FOR THE YEAR ENDED
	DECEMBER 31, 2020			DECEMBER 31, 2019

REVENUE	$	—		$	—

OPERATING EXPENSES
General and administrative expenses		126,928			222,452

Total Operating Expenses		126,928			222,452

OPERATING LOSS		(126,928	)		(222,452	)

OTHER INCOME (EXPENSE)
Interest - related party		(7,257	)		(4,890	)

Total Other Income (Expense)		(7,257	)		(4,890	)

INCOME (LOSS) BEFORE TAXES		(134,185	)		(227,342	)

TAXES		—			—

NET INCOME (LOSS)	$	(134,185	)	$	(227,342	)

Net Income (Loss) per Common Share: Basic and Diluted	$	(0.01	)	$	(0.01	)

Weighted Average Common Shares Outstanding: Basic and Diluted		21,525,481			21,525,481

The accompanying notes are an integral part of these audited financial statements.

~~NOTE 5. ACCRUALS~~ F- ~~RELATED PARTIES~~3

As of December 31, 2019, a balance of $90,000 (2018-$18,000) accrued compensation was due to our current officers and directors and $5,373 (2018-$483) in accrued interest on the loan made to us by a partnership controlled by one of our directors and officers who is also our principal shareholder.

STRATUS CAPITAL CORP.
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019


	Series A Preferred Shares				Common Shares
	Shares		Amount		Shares		Amount		Additional Paid-In Capital			Retained Earnings (Deficit)			Total

Balance at December 31, 2018		—	$			21,525,481	$	2,153	$	(94,579	)	$	42,465		$	(49,961	)

Preferred shares issued for cash		116,959		12		—		—		9,988			—			10,000

Preferred shares issued as officer's compensation		883,041		88		—		—		75,412			—			75,500

Net loss for the year		—		—		—		—		—			(227,342	)		(227,342	)

Balance at December 31, 2019		1,000,000	$	100		21,525,481	$	2,153	$	(9,179	)	$	(184,877	)	$	(191,803	)

Net loss for the year		—		—		—		—		—			(134,185	)		(134,185	)

Balance at December 31, 2020		1,000,000	$	100		21,525,481	$	2,153	$	(9,179	)	$	(319,062	)	$	(325,988	)

The accompanying notes are an integral part of these audited financial statements.

~~NOTE 6. NOTE PAYABLE – RELATED PARTY~~F-4

During the year ended December 31, 2019, a partnership controlled by one of our directors and officers, who is also our principal shareholder, advanced to us $65,620 (2018 – $30,357) by way of a promissory note to finance our working capital requirements.

STRATUS CAPITAL CORP.
STATEMENTS OF CASHFLOW


	FOR THE YEAR ENDED			FOR THE YEAR ENDED
	DECEMBER 31, 2020			DECEMBER 31, 2019
Cash Flow from Operating Activities:

Net Income (Loss)	$	(134,185	)	$	(227,342	)
Adjustments to reconcile net income (loss) to
net cash used in operating activities
Stock based compensation		—			75,500

Changes in working capital items:
Prepaid expenses		(3,250	)		—
Accounts payable		4,076			(24	)
Accruals – related parties		70,257			76,890

Net Cash Flow used in Operating Activities		(63,102	)		(74,976	)


Net Cash Flow from Financing Activities
Checks drawn in excess of bank balance		—			(400	)
Advances under note payable - related party		62,897			65,620
Preferred stock issued for cash		—			10,000

Net Cash Flow from Financing Activities		62,897			75,220

Net Change in Cash:		(205	)		244

Beginning Cash:	$	244		$	—

Ending Cash:	$	39		$	244

Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	—		$	—
Cash paid for tax	$	—		$	—


The accompanying notes are an integral part of these audited financial statements.

~~The promissory note is unsecured, due on demand and bears interest at 8% per annum.~~F-5

~~As at~~STRATUS ~~December~~CAPITAL ~~31, 2019, the balance outstanding under the promissory note was $95,977 (2018 - $30,357~~CORP.)

~~NOTE 7. INCOME~~NOTES ~~TAXES~~TO AUDITED FINANCIAL STATEMENTS

~~On December~~FOR ~~22,~~THE ~~2017,~~YEARS ~~the~~ENDED ~~U.S.~~DECEMBER government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affect fiscal 201831, ~~including, but~~2020 ~~not limited to requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable~~AND over eight years. The Tax Act also establishes new tax laws that will affect 2018 and later years, including, but not limited to, a reduction of the U.S. federal corporate tax rate from 34% to 21%, a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries, net operating loss deduction limitations, a base erosion, anti-tax abuse tax and a deduction for foreign-derived intangible income and a new provision designed to tax global intangible low-taxed income. 2019

~~We did~~NOTE ~~not provide any current or deferred US federal income tax provision or benefit for the year ended December 31, 2019 or the period June 28, 2018 (Inception) to December 31, 2018~~1. ~~When~~ itNATURE isOF 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.OPERATIONS

~~The Company~~Nature has not taken a tax position that, if challenged, would have a material effect on the financial statements for the year ended December 31, 2019 or the period June 28, 2018 (Inception) to December 31, 2018 as defined under ASC 740, "Accounting for 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.~~Business

~~The~~Stratus ~~provision~~Capital ~~for~~Corporation., ~~income~~a ~~taxes~~Delaware ~~differs~~corporation, ~~from~~(“Status Capital”, “the ~~amount~~Company”, ~~computed~~“We", by"Us" or ~~applying~~“Our’) ~~the~~is ~~statutory~~a ~~federal~~publicly ~~income~~quoted ~~tax~~real ~~rate~~estate development company seeking to develop or redevelop residential, commercial or mixed used properties.

~~F-10~~History

~~Table~~Stratus Capital was incorporated in Delaware on April 13, 2018. Effective June 28, 2018 (the Company’s deemed date of ~~Contents~~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.

toImpact ~~income~~of ~~before provision for income taxes.~~COVID-19

~~The~~We have ~~sources~~not commenced operations as yet and ~~tax~~consequently ~~effects~~have ofnot been directly impacted by the ~~differences~~Covid-19 ~~for~~outbreak at this time. However, the ~~periods~~detrimental ~~presented~~effect ~~are~~of the Covid-19 outbreak on the economy as ~~follows:~~a whole may have a detrimental impact on our ability to raise funding and commence operations for the foreseeable future.

	Year Ended December 31, 2019			Period from June 28, 2018 (Inception) to December 31, 2018
Statutory U.S. Federal Income Tax Rate		21	%		21	%
State Income Taxes		5	%		5	%
Change in Valuation Allowance		(26	%)		(26	%)
Effective Income Tax Rate		0	%		0	%

NOTE 2. GOING CONCERN

AOur financial ~~reconciliation~~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, ~~taxes~~and ~~computed~~for atyear ended December 31, 2020 incurred a loss of $134,185 and had an accumulated deficit of $319,062 as of December 31, 2020. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the ~~statutory~~possible ~~rate~~future iseffects 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 ~~follows:~~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.

	Year Ended December 31, 2019			Period from June 28, 2018 (Inception) to December 31, 2018
Tax credit (expense) at statutory rate (26%)	$	59,108		$	(11,041	)
Non taxable gain on sale of subsidiary company		—			80,971
Increase in valuation allowance		(59,108	)		(69,930	)
Net deferred tax assets	$	—		$	—

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~As of~~Basis ~~December 31, 2019, the Company had a federal net operating loss carryforward~~ of approximately $496,303 (2018-$268,961). 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.Presentation

~~Both~~The summary of significant accounting policies is presented to assist in the ~~Period~~understanding ~~from~~of ~~June~~the ~~28,~~financial ~~2018~~statements. ~~(Inception)~~These policies conform to ~~December~~GAAP ~~31,~~and ~~2018~~have ~~and~~been ~~the~~consistently ~~year~~applied. ~~ended~~The Company has selected December 31, ~~2019~~as ~~are~~its ~~still~~financial ~~open~~year ~~for~~end. ~~examination~~The Company has not byearned ~~the~~any ~~tax~~revenue ~~authorities~~to date.

~~NOTE 8.~~Use ~~COMMITMENTS~~of ~~& CONTINGENCIES~~Estimates

~~Legal~~The preparation ~~Proceedings~~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.

We were not subject to any legal proceedings during the year ended December 31, 2019 or the period June 28, 2018 (Inception) to December 31, 2018, and, to the best of our knowledge, no legal proceedings are pending or threatened.F-6

~~Contractual Obligations~~Cash and Cash Equivalents

We maintain ~~rent~~cash balances in a ~~storage~~non-interest-bearing ~~unit~~account ~~for~~that ~~$120~~currently ~~per~~does ~~month~~not ~~under~~exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a ~~month~~maturity of three months or less are considered to ~~month~~be ~~agreement~~cash equivalents. As of December 31, 2020 and 2019, our cash balances were $39 and $244, respectively.

~~Effective October~~Fair 1,Value 2018, we entered into three-year employment agreements with two of our directors and officers. Each individual is entitled to a salary of $36,000 per year and bonuses and stock options to be determined and issued at a later date.Measurements:

~~F-11~~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:

~~Table~~Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of ~~Contents~~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.

~~NOTE~~Level 92 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. ~~SHAREHOLDERS’~~The ~~DEFICIT~~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.

~~Preferred~~Level ~~Stock~~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.

AsOur financial instruments consist of ~~December~~our 31cash, ~~2019~~prepaid expenses, weaccounts ~~were~~payable, ~~authorized~~accrued toexpenses ~~issue~~- 9related parties and note payable – related party. The carrying amount of our prepaid expenses,~~000~~ accounts payable,~~000~~ ~~(2018~~accrued expenses- ~~10,000,000)~~related ~~shares~~parties ofand ~~preferred~~note ~~stock~~payable – ~~with~~related aparty ~~par~~approximates ~~value~~their fair values because of $0the short-term maturities of these instruments.~~0001.~~

~~1,000,000 shares~~Related ofParty ~~Series A Preferred Stock were designated and issued effective January 17, 2019.~~Transactions:

NoA related party is generally defined as (i) ~~other~~any ~~series~~person that holds 10% or more of ~~preferred~~our ~~stock~~membership ~~had~~interests ~~been~~including ~~designated~~such person's immediate families, (ii) our management, (iii) someone that directly or ~~issued~~indirectly atcontrols, ~~December~~is 31controlled by or is under common control with us, ~~2019~~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.

~~Series A Preferred Stock~~Leases:

~~Effective January~~We ~~17,~~determine ~~2019,~~if wean ~~issued~~arrangement ~~1,000,000~~is ~~shares~~a oflease ~~Series~~at inception. AOperating ~~Preferred~~leases ~~Stock,~~are ~~valued~~included byin anoperating ~~independent~~lease ~~third~~right-~~party~~of-use ~~valuation~~(“ROU”) ~~firm using~~as aassets, ~~market~~operating ~~approach~~lease ~~at $85~~non-current liabilities,~~500,~~ toand ~~one~~operating oflease ~~our~~current ~~directors~~liabilities ~~and~~in ~~officers~~our ~~who~~balance issheet. ~~also~~Finance ~~our~~leases ~~principal~~are ~~shareholder,~~property ~~for~~and ~~cash~~equipment, ~~consideration of~~other ~~$10~~current liabilities,~~000~~ and ~~services~~other ~~rendered~~non-current ofliabilities ~~$75,500~~in the balance sheet.

~~The~~ROU assets represent the right to use an asset ~~shares~~for ofthe ~~Series~~lease Aterm ~~Preferred~~and ~~Stock~~lease ~~carry~~liability ~~super~~represent ~~majority~~the ~~voting~~obligation ~~rights~~to ~~such~~make ~~that~~lease ~~they~~payment ~~can~~arising ~~vote~~from the ~~equivalent~~lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of ~~60%~~lease payments over lease term. As most of ~~common~~the leases doesn’t provide an implicit rate, we generally use the incremental borrowing rate on the estimated rate ~~stock~~of interest for collateralized borrowing over a similar term of the lease payments at ~~all~~commencement ~~times~~date. The ~~shares~~operating ofROU ~~Series~~asset also Aincludes ~~Preferred~~any ~~Stock~~lease ~~have~~payments nomade ~~dividend~~and ~~rights~~exclude orlease ~~liquidation~~incentives. ~~preferences~~Lease ~~over~~expense ~~our~~for ~~common~~lease payment is recognized on a straight-line ~~stock~~basis over lease term.

~~As of December 31, 2019, 1,000,000 (2018~~F-~~0) shares of Series A Preferred Stock were issued and outstanding.~~7

~~Common~~Since June 28, 2018 (Inception), the only lease ~~Stock~~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.

~~As of~~Income ~~December 31, 2019, we were authorized to issue 25,000,000 shares of common stock with a par value of $0.0001.~~Taxes:

AsThe provision for income taxes is computed ofusing ~~June~~the ~~28,~~asset ~~2018~~and liability method, under which deferred tax assets and liabilities are recognized for the ~~effective~~expected ~~date~~future tax consequences of temporary differences between the ~~reverse~~financial ~~recapitalization,~~reporting ~~17,525,481~~and ~~shares~~tax bases of ~~common~~assets ~~stock~~and ~~were~~liabilities, ~~issued~~and for operating losses and ~~outstanding~~tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in ~~our~~effect ~~predecessor~~for ~~company~~the ~~with~~years in which those tax assets are expected to be realized or settled. We record a ~~total~~valuation allowance ~~par~~to ~~value~~reduce ofdeferred ~~$1,753~~tax ~~and~~assets ~~negative~~to ~~balance~~the ofamount ~~additional~~that ~~paid~~is inbelieved ~~capital~~more ~~totaling~~likely ~~$(314,179)~~than not to be realized.

~~Effective September~~Uncertain ~~30,~~Tax 2018, we issued 4,000,000 shares of common stock as compensation to two of our directors and officers. We valued this stock issuance at $220,000 based on the share price of $0.055 as of the grant date.Positions:

NoWe evaluate tax positions in a two-step process. ~~shares~~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 ~~common~~the ~~stock~~position. ~~were~~If ~~issued~~a ~~during~~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 ~~ended~~as ~~December~~long-term ~~31,~~liabilities ~~2019~~in the financial statements.

~~As of~~Revenue ~~December 31, 2019, 21,525,481 shares of common stock were issued and outstanding.~~Recognition:

~~Stock~~Revenues are recognized ~~Options~~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:

~~We have~~Step an1: ~~incentive~~Identify ~~stock option plan, which provides for~~ the ~~granting~~contract(s) bywith ~~the Board of Directors of stock options to directors and officers for the purchase of authorized but unissued common shares.~~customers

~~No stock~~Step ~~options~~2: ~~were~~Identify ~~issued or outstanding during~~ the ~~year~~performance ~~ended~~obligations in ~~December 31, 2019 or~~ the ~~period from June 28, 2018 (Inception) to December 31, 2018.~~contract

~~NOTE 10.~~Step ~~SUBSEQUENT~~3: ~~EVENTS~~Determine the transaction price

~~The Company~~Step ~~evaluated~~4: ~~subsequent~~Allocate ~~events after December 31, 2019, in accordance with FASB ASC 855 Subsequent Events, through~~ the ~~date~~transaction ofprice ~~the~~to ~~issuance of these financial statements and has determined there have been no subsequent events for which disclosure~~performance ~~is required.~~obligations

~~F-12~~Step 5: Recognize revenue when the entity satisfies a performance obligation

~~Table~~Service revenues are recognized as the services are performed in proportion to the transfer of ~~Contents~~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.

~~ITEM 9.~~During ~~CHANGES~~the INyears ~~AND~~ended ~~DISAGREEMENTS~~December ~~WITH~~31, ~~ACCOUNTANTS~~2020 ONand 2019, ~~ACCOUNTING~~we ~~AND~~did ~~FINANCIAL~~not ~~DISCLOSURE~~recognize any revenue.

~~None.~~Advertising Costs:

~~ITEM~~We expense advertising costs when advertisements 9Aoccur. ~~CONTROLS~~No ~~AND~~advertising ~~PROCEDURES~~costs were incurred during the years ended December 31, 2020 and 2019.

~~EVALUATION OF~~Stock ~~DISCLOSURE~~Based ~~CONTROLS & PROCEDURES~~Compensation:

~~Disclosure controls~~The ~~and~~cost ~~procedures~~of ~~are~~equity ~~controls~~instruments ~~and~~issued ~~other procedures that are designed~~ to ~~ensure that information required to be disclosed~~non-employees in ~~our~~return ~~reports~~for ~~filed~~goods orand ~~submitted~~services ~~under the Securities Exchange Act of 1934~~ is ~~recorded,~~measured ~~processed,~~by ~~summarized and reported, within~~ the ~~time~~fair ~~period~~value ~~specified~~of in the ~~SEC's~~equity ~~rules~~instruments ~~and~~issued ~~forms.~~in ~~Disclosure~~accordance ~~controls~~with ~~and~~ASC ~~procedures include~~718, ~~without limitation, controls~~“Compensation ~~and~~- ~~procedures~~Stock ~~designed~~Compensation.” toMeasurement ~~ensure~~date ~~that~~for ~~information~~non-employees ~~required~~is tothe begrant ~~disclosed~~date inof ~~our~~the ~~reports~~stock-based ~~filed~~compensation. orThe ~~submitted~~cost ~~under the Securities~~of ~~Exchange~~employee ~~Act~~services ofreceived ~~1934~~in isexchange ~~accumulated~~for ~~and~~equity ~~communicated~~instruments tois ~~management~~based ~~including~~on ~~our~~the ~~principal~~grant ~~executive~~date ~~officer~~fair ~~and~~value ~~principal~~of ~~financial officer~~the asequity ~~appropriate,~~instruments ~~to allow timely decisions regarding required disclosure~~issued.

~~In connection with this annual report, as required by Rule 15d~~F-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. Under the supervision of our Board of Directors, our Chief Executive Officer and Chief Financial Officer, acting as our principal executive officer and principal financial officer respectively, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2019 based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was not effective as of December 31, 2019. Subject to the inherent limitations noted in this Part II, Item 9A as of December 31, 2019, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting as discussed below. It is management's responsibility to establish and maintain adequate internal control over financial reporting.8

~~This annual~~Net ~~report~~Loss ~~does~~per ~~not~~Share include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting. Management's report on internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC because we are neither an accelerated filer nor a larger accelerated filer.Calculation:

~~We have~~Basic ~~implemented~~earnings a(loss) ~~framework~~per ~~used~~common share ("EPS") is computed by ~~management~~dividing net income (loss) available to ~~evaluate~~common stockholders by the ~~effectiveness~~weighted-average number of ~~our~~common ~~internal~~shares ~~control~~outstanding for ~~over~~the ~~financial~~period. ~~reporting, which~~Diluted ~~incorporates~~earnings a(loss) ~~quarterly~~per ~~review~~share is computed by ~~our~~dividing ~~Board~~net ofincome ~~Directors~~(loss) ofby the ~~recording~~weighted ofaverage ~~transactions~~shares ~~and~~outstanding, assuming ~~whether~~all ~~questions~~dilutive ofpotential ~~accuracy and~~common ~~authorization~~shares ~~may~~were ~~arise~~issued. asDilutive ~~the~~loss ~~accounting~~per ~~may~~share beexcludes ~~reviewed~~all bypotential ~~our~~common ~~auditors~~shares if their effect is anti-dilutive.

~~Our Management's~~No ~~assessment~~potentially ofdilutive ~~the~~debt ~~effectiveness~~or ofequity ~~internal~~instruments were ~~controls~~issued ~~over~~or ~~financial~~outstanding ~~reporting~~during ~~as of~~ the ~~end~~years ofended ~~the~~December ~~most recent fiscal year~~31, ~~including~~2020 aand ~~statement as to whether or not internal control over financial reporting is effective is contained in the section immediately following this paragraph~~2019.

~~MANAGEMENT'S REPORT~~Recently ONAccounting ~~INTERNAL CONTROL OVER FINANCIAL REPORTING~~Pronouncements:

~~It is~~We ~~Management's~~have ~~responsibility~~reviewed toall ~~establish~~the ~~and~~recently ~~maintain~~issued, ~~adequate internal control over financial reporting. The matters involving~~but ~~internal~~not ~~controls~~yet ~~and~~effective, ~~procedures~~accounting ~~that~~pronouncements ~~our Company's management considered to be material weaknesses~~ and ~~may~~do ~~have~~not ~~been~~believe ~~ineffective under~~any ~~the standards~~ of ~~the~~these ~~Public~~pronouncements ~~Company~~will ~~Accounting~~have ~~Oversight Board were: (1) lack of~~ a ~~functioning~~material ~~audit~~impact ~~committee and lack of a majority of outside directors~~ on our ~~board of directors, resulting in ineffective oversight in the establishment and monitoring~~ ~~of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and~~ financial ~~reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes~~statements.

21NOTE 4. PREPAID EXPENSES

~~Table~~As of ~~Contents~~December 31, 2020 and 2019, the balance of prepaid expenses was $3,250 and $0, respectively, which related to the annual disclosure and news service subscription for OTC Markets which is being amortized monthly over the course of the year commencing July 1, 2020.

~~Management has~~NOTE ~~assessed~~5. ~~the~~ACCRUALS effectiveness of its internal controls over financial reporting at the end of the most recent fiscal year and has determined several weaknesses and has determined that its internal controls have not been effective due, in part, to lack of full-~~time~~ ~~financial~~RELATED ~~accounting professionals.~~PARTIES

~~Management believes~~As ~~that~~of ~~the~~December ~~material~~31, ~~weaknesses~~2020, ~~and~~a ~~ineffectiveness~~balance ~~set~~of ~~forth in items (2)~~$153, 000 (32019-$90,000) ~~and~~accrued ~~(4)~~compensation ~~above~~was ~~did~~due ~~not~~to ~~have an affect on~~ our ~~Company's~~current ~~financial~~and ~~results.~~former ~~However,~~officers ~~management believes that the lack of a functioning audit committee~~ and ~~lack of a majority of outside~~ directors onand ~~our~~$12,630 ~~Company's board of directors~~(2019-$5,373) ~~resulting~~ in ~~ineffective~~accrued interest ~~oversight~~on in the ~~establishment~~loan ~~and~~made ~~monitoring of~~to ~~required~~us ~~internal~~by ~~controls~~a ~~and~~partnership ~~procedures~~controlled ~~may~~by ~~result~~one inof our ~~Company's~~directors, ~~financial~~who ~~statements~~was ~~for~~a ~~the~~former ~~future~~officer ~~years~~of ~~being~~the ~~subject to~~company ~~error~~ and the ~~inaccurate~~former ifprincipal ~~controls, procedures, and professional financial officers are not maintained~~shareholder.

~~We are~~NOTE ~~committed to improving our financial organization~~6. NOTE AsPAYABLE ~~part~~– ~~of this commitment, we intend to create a position to segregate~~RELATED duties consistent with control objectives and intend to increase our personnel resources and technical accounting expertise within the accounting function when funds are available to our Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of our Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.PARTY

~~Management believes~~During ~~that~~ the ~~appointment~~year ofended ~~one~~December or31, ~~more outside directors~~2020, ~~who shall be appointed to~~ a ~~fully functioning audit committee,~~ ~~will~~partnership ~~remedy~~controlled ~~the~~by ~~lack~~one of aour ~~functioning~~directors, ~~audit~~who ~~committee~~was ~~and~~ a ~~lack~~former ofofficer ~~a majority~~ of ~~outside~~the ~~directors~~company ~~on our Company's Board. In addition, management believes that preparing~~ and ~~implementing sufficient written policies and checklists will remedy~~ the ~~following material~~former ~~weaknesses~~principal ~~(i)~~shareholder, ~~insufficient written policies and procedures for accounting and financial reporting with respect~~ advanced to ~~the requirements~~us ~~and~~$62,897 ~~application of US GAAP and SEC disclosure requirements; and~~ (~~ii)~~2019 ~~ineffective~~- ~~controls over period end financial close and reporting processes. Further~~$65,620) ~~management~~by ~~believes~~way ~~that the hiring~~ of ~~additional~~a ~~personnel~~promissory ~~who~~note have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to ~~support~~finance our ~~Company~~working ifcapital ~~personnel turn over issues within the department occur~~requirements. ~~This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues our Company may encounter in the future.~~

~~Due to~~Effective ~~insufficient~~October ~~funds during the year ended December 31~~28, ~~2019~~2020, ~~the~~our ~~Company~~CEO/CFO ~~has been unable to implement many of the remedies to~~entered ~~the~~into ~~ineffective~~a ~~oversight.~~personal ~~The~~guarantee ~~Company~~for ~~will~~this ~~continue~~loan towhich ~~implement~~became ~~the~~due ~~changes~~on asMarch ~~laid~~31, ~~out~~2020 ~~above~~and aswas ~~soon~~subsequently asamended ~~funds~~to ~~are~~mature ~~available to~~June ~~the~~30, ~~Company~~2021.

WeThe ~~will~~promissory ~~continue~~note tobears ~~monitor~~interest ~~and~~at ~~evaluate~~8% ~~the~~per ~~effectiveness~~annum ~~of our internal controls~~ and ~~procedures~~as ~~and~~of ~~our~~December ~~internal~~31, ~~controls~~2020 ~~over financial~~interest ~~reporting~~of on$12,630 an(2019-$5,373) ~~ongoing~~was ~~basis~~accrued ~~and~~with respect ~~are committed~~ to ~~taking~~this ~~further action and implementing additional enhancements or improvements, as necessary and as funds allow~~loan.

~~ITEM~~As at December ~~9B.~~31, ~~OTHER~~2020, ~~INFORMATION~~the balance outstanding under the promissory note was $158,874 (2019 - $95,977).

~~None~~NOTE 7. INCOME TAXES

22We did not provide any current or deferred US federal income tax provision or benefit for the years ended December 31, 2020 or 2019 as we incurred tax losses during these years. When it is more likely than not, that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods.

~~Table~~The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended December 31, 2020 or 2019 as defined under ASC 740, " Income Taxes." We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of ~~Contents~~the accumulated deficit on the balance sheet.

~~PART~~The provision ~~III~~for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.

~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.~~F-9

The sources ~~following~~and ~~table~~tax ~~sets~~effects ~~forth~~of ~~information~~the asdifferences tofor ~~persons~~the ~~who~~periods ~~currently~~presented ~~serve~~are as ~~our directors or executive officers, including their ages as of April 14, 2020.~~follows:

Name	Age			Position		Since
	December 31, 2020			December 31, 2019
Richard O. Dean		63		Chief Executive Officer, President, Chairman of the Board and Director			June 28, 2018 (Inception)
Statutory U.S. Federal Income Tax Rate		21	%		21	%
Pedro C. Gonzalez		46		Chief Financial Officer, Secretary and Director			June 28, 2018 (Inception)
State Income Taxes		5	%		5	%
Valuation Allowance		(26	%)		(26	)%
Effective Income Tax Rate		0	%		0	%

~~Our~~A reconciliation ~~officers~~of ~~are elected by~~ the ~~board~~income oftaxes ~~directors~~computed at the ~~first~~statutory ~~meeting~~rate ~~after~~is ~~each~~as ~~annual meeting of our stockholders and hold office until their successors are duly elected and qualified under our bylaws.~~follows:

The directors named above will serve until the next annual meeting of our stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors absent any employment agreement. There is no arrangement or understanding between our directors and officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer.


Tax credit (expense) at federal and statutory rate (26%)	$	34,888		$	59,108
Increase in valuation allowance		(34,888	)		(59,108	)
Net deferred tax assets	$	—		$	—

~~BIOGRAPHICAL~~As of December ~~INFORMATION~~31, 2020, the Company had a federal net operating loss carryforward of approximately $630,000. The federal net operating loss carryforward do not expire but may only be used against taxable income to 80%. In response to the novel coronavirus COVID-19, the Coronavirus Aid, Relief, and Economic Security Act temporarily repealed the 80% limitation for NOLs arising in 2018, 2019 and 2020. No tax benefit has been reported in the financial statements. The annual offset of this carryforward loss against any future taxable profits may be limited under the provisions of Internal Revenue Code Section 381 upon any future change(s) in control of the Company.

~~Richard~~The Company's O.2018 ~~Dean~~and 2019 income tax returns are currently open to audit by federal and state jurisdictions.

~~Mr. Dean~~NOTE ~~was Chairman and CEO of Ashcroft, predecessor and successor for the last 20 years, Mr~~8. ~~Dean~~COMMITMENTS ~~became~~& CEO and founder of Stratus Capital Corporation upon the reorganization of Ashcroft into a holding company and has been an active real estate developer and member of the Denver Metro community over the last 40 years. Mr. Dean has held various senior management capacities in the land, commercial, multifamily and homebuilding industries. Mr. Dean has built greater than 2,000 single family units, entitled over 20 subdivisions resulting in 10,000 lots and has managed significant commercial and multi-family development. Mr. Dean is responsible for overseeing all phases of the companies’ land acquisition, entitlement and growth directives. Simultaneous with Ashcroft management Mr. Dean has been the Managing Partner for Stratus Companies since 2000 to current, Stratus Companies is a real estate development and holding company.CONTINGENCIES

~~Pedro C.~~Legal ~~Gonzalez~~Proceedings

~~Mr. Gonzalez~~We ~~was~~were ~~Director, Secretary and Chief Financial Officer of Ashcroft, predecessor and successor since 2003, and became Director,~~not ~~Secretary~~subject ~~and~~to ~~Chief~~any ~~Financial~~legal ~~Officer~~proceedings ofduring ~~Stratus Capital Corporation upon~~ the ~~reorganization~~years ofended ~~Ashcroft~~December ~~into a holding company. Mr. Gonzalez’s responsibilities include operations oversight~~31, ~~compliance,~~2020 ~~reporting~~ and ~~key~~2019 ~~metric management for our business operations. Prior to joining the Company Mr. Gonzalez has held management positions with private equity, public institutional REIT’s, homebuilding~~ and ~~asset management organizations since 2002. Mr. Gonzalez’s focus on portfolio growth~~, ~~management~~ ~~and disposition on a national basis~~ to ~~provide~~the ~~operational~~best ~~stability~~of ~~and financial growth for~~ our ~~shareholders and stakeholders. Simultaneous with Ashcroft management Mr. Gonzalez has been the General Partner for Allegiance Group~~knowledge, LPno ~~since 2008~~legal toproceedings ~~current,~~are ~~Allegiance~~pending ~~Group~~or ~~is an opportunity fund with focus in real estate and lending~~threatened.

NoContractual ~~family relationships exist between any of the officers or Directors of the Company.~~ Obligations

23During the years ended December 31, 2020 and 2019, we rented a storage unit under a month-to-month agreement. The rent was initially $120 a month and was reduced to $87 per month in April 2020 when we moved to a smaller unit. Effective January 2021 we are no longer renting a storage unit.

~~Table~~Effective October 1, 2018, we entered into three-year employment agreements with two of ~~Contents~~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.

~~CONFLICTS OF~~NOTE ~~INTEREST - GENERAL~~9. SHAREHOLDERS’ DEFICIT

~~Our~~Preferred ~~directors~~Stock and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts and corporation opportunity, involved in participation with such other business entities. While our sole officer and director of our business is engaged in business activities outside of our business, he devotes to our business such time as he believes to be necessary.

~~CONFLICTS~~We are authorized OFto ~~INTEREST~~issue -4,000,000 ~~CORPORATE~~shares ~~OPPORTUNITIES~~of preferred stock with a par value of $0.0001.

~~Presently no requirement contained in our Articles of Incorporation~~1, ~~Bylaws~~000,000 orshares ~~minutes which requires officers and directors~~ of ~~our~~Series ~~business to~~A ~~disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary~~Preferred ~~duty~~Stock ofwere ~~loyalty~~designated ~~to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer~~ and~~/or~~ ~~director~~issued oreffective ~~otherwise.~~January Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate17, ~~associate person or business opportunity from any affiliate or any client of any such person~~2019.

~~COMMITTEES~~5,000,000 shares OFof ~~THE~~Series ~~BOARD~~B OF10% ~~DIRECTORS~~Cumulative Dividend Convertible Preferred Stock were designated effective December 15, 2020.

InNo other ~~the~~series ~~ordinary course~~ of ~~business,~~preferred ~~the~~stock ~~board~~had ofbeen ~~directors~~designated ~~maintains~~or aissued ~~compensation~~at ~~committee~~December ~~and~~31, ~~an audit committee~~2020.

The primary function of the compensation committee is to review and make recommendations to the board of directors with respect to the compensation, including bonuses, of our officers and to administer the grants under our stock option plan.F-10

~~The~~Series ~~functions~~A ofPreferred the audit committee are to review the scope of the audit procedures employed by our independent auditors, to review with the independent auditors our accounting practices and policies and recommend to whom reports should be submitted, to review with the independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and financial controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged by the independent auditors, to report to the board of directors with respect to such matters and to recommend the selection of the independent auditors.Stock

InEffective January ~~the~~17, ~~absence~~2019, ofwe aissued ~~separate~~1,000,000 ~~audit~~shares ~~committee~~of ~~our~~Series ~~board~~A ofPreferred ~~directors’~~Stock, ~~functions~~valued asby ~~audit~~an ~~committee~~independent ~~and~~third-party ~~performs~~valuation ~~some~~firm ofusing ~~the~~a ~~same~~market ~~functions~~approach ofat ~~an audit committee~~$85,500, ~~such~~to asone ~~recommending a firm~~ of ~~independent~~our ~~certified~~directors ~~public~~and ~~accountants~~a toformer ~~audit~~officer ~~the~~who ~~annual financial~~was ~~statements;~~also ~~reviewing~~our ~~the~~principal ~~independent auditor’s independence~~shareholder, ~~the~~for ~~financial~~cash ~~statements~~consideration of ~~and~~$10,000 ~~their audit report;~~ and ~~reviewing~~services ~~management's~~rendered ~~administration~~ of ~~the system of internal accounting controls~~$75,500.

~~EXECUTIVE~~The shares of ~~COMMITTEE~~Series A Preferred Stock carry super majority voting rights such that they can vote the equivalent of 60% of common stock at all times.

~~We do~~As ~~not~~of ~~have~~December 31, an2020, ~~executive~~1,000,000 ~~committee~~(2019-1,000,000) atshares ~~this~~of ~~time~~Series A Preferred Stock were issued and outstanding.

~~ANNUAL~~Series ~~MEETING~~B Preferred 10% Cumulative Dividend Convertible Stock

~~The~~On December ~~annual~~15, ~~meeting of stockholders is anticipated in July of~~ 2020, ~~and~~we ~~will~~designated ~~include~~5,000,000 ~~the~~shares ~~election~~ of ~~directors.~~Preferred ~~The~~Stock ~~annual meeting will be held at our principal office or at such other place~~ as ~~permitted~~Series byB ~~the~~Convertible ~~laws~~Preferred ofStock, ~~the~~with ~~State~~a ofpar ~~Delaware~~value ~~and on such date as may be fixed from time to time by resolution~~ of ~~our board of directors~~$0.0001.

~~PREVIOUS~~No shares of ~~"BLANK~~Series ~~CHECK"~~B ORConvertible ~~"SHELL"~~Preferred ~~COMPANY~~Stock ~~INVOLVEMENT~~have been issued to date.

NoLiquidation ~~members of our management have been involved in previous "blank-check" or "shell" companies.~~Rights

24The 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.

~~Table of Contents~~Conversion Rights

~~INVOLVEMENT~~The conversion INprice ~~LEGAL~~for ~~PROCEEDINGS~~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.

~~No executive~~At ~~Officer~~any time on or ~~Director~~after eighteen months after issuance (18 months), immediately upon the listing of our ~~Company~~Common ~~has~~Stock ~~been~~on ~~convicted~~an inApproved ~~any~~Stock Exchange ~~criminal~~pursuant ~~proceeding~~to ~~(excluding~~an ~~traffic~~effective ~~violations)~~registration orstatement is under the ~~subject~~Securities Act of 1933, and a ~~criminal~~Form ~~proceeding~~10/12b ~~that~~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 ~~currently~~that ~~pending~~a Registration Statement for the conversion shares shall be effective.

~~No executive Officer or Director of our Company is the subject of any pending legal proceedings.~~Dividends

~~No Executive~~The ~~Officer~~Series orB Preferred ~~Director~~Stock ofshall ~~our~~bear ~~Company~~dividends, isat ~~involved~~ten inpercent ~~any~~(10%) ~~bankruptcy~~annually, ~~petition~~cumulative, bybased orupon ~~against~~a ~~any~~purchase ~~business~~price inof ~~which~~$10.00 ~~they~~per ~~are~~share, acomputed ~~general~~as ~~partner~~(10% orx ~~executive~~$10.00 ~~officer~~= at$1.00 ~~this~~per ~~time~~share ordividend ~~within~~per ~~two~~annum), ~~years~~payable ofin ~~any~~cash, ~~involvement~~on asor aabout ~~general~~December ~~partner,~~31 ~~executive~~of ~~officer~~each year, from the date of issue. Payment in cash shall be made on or ~~Director~~before January 31 following, at the discretion of ~~any~~the ~~business~~Board.

~~ITEM~~We shall pay 11a 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. ~~EXECUTIVE~~In ~~COMPENSATION~~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.

~~Summary of~~Voting ~~Executives and Director Compensation Table~~Rights

~~The~~Each holder ~~following~~of ~~table~~shares ~~sets~~of ~~forth~~the Series B Preferred Stock shall be entitled to the ~~compensation~~number ~~paid~~of votes equal to ~~our~~the ~~officers~~number ~~from~~of shares of the ~~years~~Common Stock ~~ended~~into ~~December~~which ~~31,~~such ~~2019~~shares ~~and~~of ~~from~~the ~~June~~Series ~~28,~~B ~~2018 (Inception)~~Preferred ~~through~~Stock ~~December~~are ~~31,~~then ~~2018~~convertible.

NAME AND PRINCIPAL POSITION	YEAR		SALARY		BONUS		STOCK AWARDS (1)(2)		OPTIONS AWARDS ($)		NON-EQUITY INCENTIVE PLAN COMPENSATION ($)		NON-QUALIFIED DEFERRED COMPENS- ATION ($)		ALL OTHER COMP		TOTAL
Richard O. Dean, Director, Chief Executive Officer, President	2018	$	36,000	$	0	$	137,500	$	0	$	0	$	0	$	0	$	173,500
	2019	$	36,000	$	0	$	75,500	$	0	$	0	$	0	$	0	$	111,500
Pedro C. Gonzalez Director, VP, COO and Chief Financial Officer	2018	$	36,000	$	0	$	82,500	$	0	$	0	$	0	$	0	$	118,500
	2019	$	36,000	$	0	$	0	$	0	$	0	$	0	$	0	$	36,000
(1) In 2018, 4,000,000 shares were issued in total, 2,500,000 to Richard Dean and 1,500,000 to Pedro Gonzalez. The shares were valued at $220,000 based on the grant date share price of $0.055.
(2) In 2019, 1,000,000 shares of Series A Preferred stock were awarded to Richard O. Dean for $75,500 in services rendered and for $10,000 in cash.

F-11

~~Employment~~The holders ~~Contracts~~of ~~and~~the ~~Termination~~Series B Preferred Stock, voting as a separate class, shall be entitled to elect one (1) member of ~~Employment~~the ~~and~~Board ~~Change-in-Control~~(the ~~Arrangements~~"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.

~~Executive officers Richard O. Dean and Pedro C. Gonzalez have employment agreements, each annually renewable.~~Redemption

~~Mr.~~We will have ~~Dean~~the right, ~~President~~at ~~and~~our ~~Chief~~option, ~~Executive~~to ~~Officer~~redeem ~~and~~all ~~Mr.~~or ~~Gonzalez,~~any ~~Vice~~portion ~~President,~~of ~~Chief~~the ~~Operating~~shares ~~Officer~~of ~~and~~Series ~~Chief~~B ~~Financial~~Preferred ~~Officer, each~~Stock. ~~receives~~On athe ~~base~~date ~~salary~~fixed offor ~~$36,000~~redemption we ~~annually~~shall ~~and~~make ispayment ~~entitled~~of tothe ~~receive~~Optional aRedemption ~~minimal~~Amount ~~annual~~as ~~increase~~calculated ~~of 6~~below.~~5%.~~

Compensation Committee Interlocks and Insider Participation

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%

~~Our~~Common ~~board of directors in our entirety acts as the compensation committee for Stratus Capital Corp.~~Stock

We are authorized to issue 25,000,000 shares of common stock with a par value of $0.0001.

~~Table~~No shares of ~~Contents~~common stock were issued during the years ended December 31, 2020 and 2019.

~~DIRECTOR~~In both our ~~COMPENSATION~~Form 10Q for the three and nine months ended September 30, 2020 filed on November 16, 2020 and our Form 8K filed on December 4, 2020, we disclosed our intention to issue certain shares of common stock to directors, officers and staff. No such shares have been issued at this time and any such issuances are unlikely to be finalized before Q2 2021.

~~The following~~As ~~table~~of sets forth certain information concerning compensation paid to our directors for services as directors, but not including compensation for services as officers reported in the "Summary Executives’ Compensation Table" during the years ended December 31, ~~2019~~2020 and ~~the~~2019, 21,525,481 ~~period~~shares ~~June~~of ~~28,~~common ~~2018~~stock ~~(Inception)~~were ~~through~~issued ~~December~~and ~~31, 2018:~~outstanding.

Name	Year		Fees earned or paid in cash ($)		Stock awards ($)		Option awards ($)		Non-equity incentive plan compensation ($)		Non-qualified deferred compensation earnings ($)		All other compensation ($)		Total ($)
Richard O. Dean		2019		0		0		0		0		0		0	$	0
		2018		0		0		0		0		0		0	$	0
Pedro C. Gonzalez		2019		0		0		0		0		0		0	$	0
		2018		0		0		0		0		0		0	$	0

Warrants

~~The~~No warrants ~~term~~were ofissued ~~office~~or ~~for~~outstanding ~~each~~during ~~Director~~the isyears ~~one~~ended ~~(1)~~December ~~year~~31, 2020 or ~~until his/her successor is elected at our annual meeting and qualified~~2019. ~~The term of office for each of our Officers is at the pleasure of the Board of Directors.~~

~~The Board~~Stock of Directors has no nominating, auditing committee or a compensation committee. Therefore, the selection of person or election to the Board of Directors was neither independently made nor negotiated at arm's length.Options

AtWe have an incentive ~~this~~stock ~~time~~option plan, ~~our~~which provides for the granting by the Board of Directors doof ~~not~~stock ~~receive~~options ~~cash~~to ~~compensation~~directors ~~for~~and ~~serving~~officers asfor ~~members~~the purchase of ~~our~~authorized ~~Board~~but ofunissued ~~Directors~~common shares. No stock options were issued or outstanding during the years ended December 31, 2020 or 2019.

~~Limitation on Liability and Indemnification~~F-12

~~We are~~NOTE ~~a Delaware corporation~~10. ~~The Delaware General Corporation Laws (DGCL) provides that the articles of incorporation of a Delaware~~ ~~corporation~~SUBSEQUENT may contain a provision eliminating or limiting the personal liability of a director to the corporation or our stockholders for monetary damages for breach of fiduciary duty as a director, except that any such provision may not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or our stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section 78 (concerning unlawful distributions), or (iv) any transaction from which a director directly or indirectly derived an improper personal benefit. Our articles of incorporation contain a provision eliminating the personal liability of directors to our company’ or our stockholders for monetary damages to the fullest extent provided by the DGCL.EVENTS

The Company ~~DGCL~~evaluated ~~provides~~subsequent ~~that~~events aafter ~~Delaware~~December ~~corporation must indemnify a person who was wholly successful~~31, ~~on the merits or otherwise~~2020, in ~~defense of~~accordance ~~any~~with ~~threatened,~~FASB ~~pending,~~ASC or855 ~~completed~~Subsequent ~~action~~Events, ~~suit,~~through orthe ~~proceeding, whether civil, criminal, administrative, or investigative~~date ~~and~~of ~~whether formal or informal (a “Proceeding”), in which he or she was a party because~~ the ~~person~~issuance isof orthese ~~was~~financial astatements ~~director, against~~and ~~reasonable~~has ~~expenses~~determined ~~incurred~~there byhave ~~him~~been orno ~~her~~subsequent inevents ~~connection~~for ~~with~~which ~~the~~disclosure ~~Proceeding, unless such indemnity~~ is ~~limited by the~~ ~~corporation’s~~required ~~articles~~other ofthan ~~incorporation.~~as ~~Our~~listed ~~articles of incorporation do not contain any such limitation.~~below:

~~The DGCL~~Effective ~~provides~~January ~~that~~15, a2021, ~~Delaware~~we ~~corporation may indemnify~~ filed a ~~person~~Form ~~made~~1-A aRegulation ~~party~~A toOffering aStatement ~~Proceeding~~Under ~~because~~ the ~~person~~Securities isAct or1933 ~~was~~in ~~a director against any obligation incurred with~~ respect toof ~~a Proceeding to pay a judgment~~5, ~~settlement~~000,000 ~~penalty,~~shares ~~fine~~of ~~(including~~common anstock ~~excise tax~~at ~~assessed with respect to~~ an ~~employee benefit plan) or reasonable expenses incurred in the Proceeding if the person conducted~~ ~~himself~~offering orprice ~~herself in good faith and the person reasonably believed, in the case~~ of ~~conduct~~$10 inper ~~an official capacity with the corporation, that the person’s conduct~~share.

26On February 23, 2021, we entered into a Placement Agent Fee Agreement with CIM Securities, LLC, a Colorado Limited Liability Company (“CIM”) for the Regulation A Offering. We agreed to pay CIM a commission equal to seven percent (7%) in cash on the subscriptions completed, whether through an investor or referrals from CIM’s investors through May 23, 2021.

~~Table~~We shall pay a three percent (3%) in non-accountable expenses for the anti-money laundering, due diligence, and legal costs required by the regulations applicable, from the proceeds at the closing of ~~Contents~~the subscriptions.

~~was in~~In ~~the corporation’s best interests and~~addition, inCIM ~~all~~Securities ~~other~~has ~~cases,~~warrants ~~his or her conduct was at least not opposed~~ to ~~the corporation’s~~ ~~best~~purchase ~~interests~~Preferred ~~and,~~shares ~~with~~at ~~respect~~sale toprice ~~any~~of ~~criminal proceedings, the person had no reasonable cause to believe that his or her conduct was unlawful~~$10.00 ~~Our~~for ~~articles~~a period of ~~incorporation~~three ~~and~~years ~~bylaws~~after ~~allow~~offering ~~for such indemnification~~closes. AThe ~~corporation~~Warrants ~~may~~will ~~not~~be ~~indemnify a director~~able into ~~connection~~be ~~with~~exercised ~~any~~cashless ~~Proceeding~~and byhave orpiggy-back inregistration ~~the~~rights ~~right~~for ofcommon ~~the~~stock ~~corporation~~upon inconversion. ~~which~~The ~~the~~warrants ~~director~~will ~~was~~be ~~adjudged~~for ~~liable to the corporation~~an ~~or,~~amount inequal ~~connection~~to ~~with~~7% ~~any~~of ~~other Proceeding charging that~~ the ~~director~~shares ~~derived~~sold ~~an improper personal benefit, whether or not involving actions~~ in ~~an official capacity, in which Proceeding~~ the ~~director~~Offering ~~was~~and ~~judged~~shall ~~liable~~be onassignable. ~~the~~The ~~basis~~common ~~that~~stock heconversion orrights ~~she~~shall ~~derived~~be ~~an improper~~those ~~personal~~as ~~benefit.~~the ~~Any~~Series ~~indemnification~~B ~~permitted~~provides in ~~connection with a Proceeding by or in~~ the ~~right~~Certificate of ~~the corporation is limited to reasonable expenses incurred in connection with such Proceeding~~Designation.

The DGCL, unless otherwise provided in the articles of incorporation, a Delaware corporation may indemnify an officer, employee, fiduciary, or agent of the corporation to the same extent as a director and may indemnify such a person who is not a director to a greater extent, if not inconsistent with public policy and if provided for by our bylaws, general or specific action of our board of directors or stockholders, or contract. ~~Our articles of incorporation provide for indemnification of our directors, officers, employees, fiduciaries and agents to the full extent permitted by Delaware law.~~

Our articles of incorporation also provide that we may purchase and maintain insurance on behalf of any person who is or was a director or officer of our company or who is or was serving at our request as a director, officer or agent of another enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not we would have the power to indemnify him or her against such liability.F-13

~~EQUITY~~ITEM ~~COMPENSATION~~9. ~~PLAN~~CHANGES ~~INFORMATION~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

~~Key Employees Stock Compensation Plan~~None.

~~Effective~~ITEM ~~May 7, 2019, our Stock Option and Award Plan (the "Stock Incentive Plan") was approved by our Board of Directors~~9A. ~~Under the~~CONTROLS ~~Stock~~AND ~~Incentive Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to us or any related company~~PROCEDURES. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award, and the purchase or exercise price, conditions and other terms of each award are determined by the Board of Directors, except that the term of the options shall not exceed 10 years. A total of 4 million shares of our common stock are subject to the Stock Incentive Plan and maybe either a qualified or non-qualified stock option. The shares issued for the Stock Incentive Plan may be either treasury or authorized and unissued shares. As of December 31, 2019, we have granted no stock options to purchase any shares of our common stock under the Plan.

~~ITEM 12.~~EVALUATION ~~SECURITY OWNERSHIP~~ OF DISCLOSURE ~~CERTAIN~~CONTROLS ~~BENEFICIAL~~& ~~OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.~~PROCEDURES

~~The~~Disclosure controls ~~following~~and ~~table~~procedures ~~sets~~are ~~forth~~controls asand ofother ~~April~~procedures ~~14,~~that ~~2020~~are ~~the~~designed ~~number~~to ~~and~~ensure ~~percentage~~that ofinformation required to be disclosed in our reports filed or submitted under the ~~outstanding~~Securities ~~shares~~Exchange Act of ~~common~~1934 ~~stock~~is ~~(21~~recorded,~~525~~ processed,~~481)~~ summarized and reported, within the ~~which~~time ~~according~~period tospecified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information ~~available~~required to usbe disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer and principal financial officer as appropriate, ~~were~~to ~~beneficially~~allow ~~owned~~timely ~~by:~~decisions regarding required disclosure.

In connection with this annual report, as required by Rule 15d-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. Under the supervision of our Board of Directors, our Chief Executive Officer and Chief Financial Officer, acting as our principal executive officer and principal financial officer respectively, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020 based on the framework in Internal Control - Integrated Framework (i2013) ~~each~~issued ~~person~~by ~~who~~the isCommittee of ~~currently~~Sponsoring aOrganizations ~~director~~of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was not effective as of December 31, 2020. Subject to the inherent limitations noted in this Part II, Item 9A as of December 31, 2020, our disclosure controls and procedures were not effective due to the existence of material weaknesses in our internal controls over financial reporting as discussed below. It is management's responsibility to establish and maintain adequate internal control over financial reporting.

~~(ii)~~This ~~each~~annual report ~~executive~~does ~~officer,~~not include an attestation report of our independent registered public accounting firm regarding our internal control over financial reporting. Management's report on internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC because we are neither an accelerated filer nor a larger accelerated filer.

~~(iii)~~We ~~all~~have ~~current~~implemented a ~~directors~~framework ~~and~~used ~~executive~~by ~~officers~~management asto aevaluate ~~group~~the effectiveness of our internal control over financial reporting, which incorporates a quarterly review by our Board of Directors of the recording of transactions and whether questions of accuracy and authorization may arise as the accounting may be reviewed by our auditors.

~~(iv)~~Our ~~each~~Management's assessment ~~person~~of ~~who~~the iseffectiveness ~~known~~of byinternal uscontrols toover ~~own~~financial ~~beneficially~~reporting ~~more~~as ~~than~~of 5%the end of ~~our~~the ~~outstanding~~most ~~common~~recent ~~stock~~fiscal year, including a statement as to whether or not internal control over financial reporting is effective is contained in the section immediately following this paragraph.

~~Except~~MANAGEMENT'S asREPORT ~~otherwise~~ON ~~indicated,~~INTERNAL ~~the~~CONTROL ~~persons~~OVER ~~named~~FINANCIAL ~~in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.~~REPORTING

27It is Management's responsibility to establish and maintain adequate internal control over financial reporting. The matters involving internal controls and procedures that our Company's management considered to be material weaknesses and may have been ineffective under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes.

~~Table of Contents~~28

Title of Class	Name and Address of Beneficial Owners6	Amount and Nature of Beneficial Ownership	Percent of Class (Common)
Common	Richard O. Dean1	6,971,330	32.38%
Common	Reagan K. Dean3	2,017,271	9.37%
	Total2	8,988,601	41.75%
Series A Preferred	Richard O. Dean1,4, 5	675,000	67.5%
Series A Preferred	Reagan K. Dean3	325,000	32.5%
	Total2	1,000,000	100%

Management has assessed the effectiveness of its internal controls over financial reporting at the end of the most recent fiscal year and has determined several weaknesses and has determined that its internal controls have not been effective due, in part, to lack of full-time financial accounting professionals.

Common	Pedro C. Gonzalez1	2,836,984	13.18%
Common	Willamette Group Trust8	121,545	0.56%
	Total7	2,958,529	13.74%
Common	Casablanca Homes9	1,200,0000	5.75%

Management believes that the material weaknesses and ineffectiveness set forth in items (2), (3) and (4) above did not have an affect on our Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures may result in our Company's financial statements for the future years being subject to error and inaccurate if controls, procedures, and professional financial officers are not maintained.

Common	All officers and directors as a group (2 persons)2,7	11,947,580	55.5%
Series A Preferred	All officers and directors as a group (1 person)2,4	1,000,000	100%

We are committed to improving our financial organization. As part of this commitment, we intend to create a position to segregate duties consistent with control objectives and intend to increase our personnel resources and technical accounting expertise within the accounting function when funds are available to our Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of our Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

~~_______________________________________~~Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support our Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues our Company may encounter in the future.

~~(1)~~Due ~~Officer~~to orinsufficient funds ~~director~~during the year ended December 31, 2020, the Company has been unable to implement many of the remedies to the ineffective oversight. The Company will continue to implement the changes as laid out above as soon as funds are available to the Company.

~~(2)~~We ~~Includes~~will ~~shares~~continue to ~~held~~monitor byand ~~Mr.~~evaluate ~~Dean’s~~the ~~wife~~effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

~~(3) Shares held by Mr~~ITEM 9B. ~~Dean’s~~OTHER ~~wife~~INFORMATION.

~~(4) Mr~~None. Dean holds 675,000 Series A Preferred shares. The record Holders of the Series A Preferred Super Majority Voting Stock shall have the right to vote on any matter with holders of Common Stock and may vote as required on any action, which Delaware law provides may or must be approved by vote or consent of the holders of the specific series of voting preferred shares and the holders of common shares. The Record Holders of the Series A Preferred Shares shall have that number of votes equal to that number of common shares which is not less than 60% of the vote required to approve any action, which Delaware law provides may or must be approved by vote or consent of the holders of other series of voting preferred shares and the holders of common shares or the holders of other securities entitled to vote, if any.

~~(5) Includes 325,000 Preferred Shares held by Mr. Dean’s wife, Reagan K. Dean. (Series A Preferred Shares votes 60% equivalent of common).~~29

28PART III

~~Table~~ITEM 10. ofDIRECTORS, ~~Contents~~EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~(6)~~The ~~8480~~following table ~~East~~sets ~~Orchard~~forth ~~Road,~~information ~~Suite~~as ~~1100,~~to ~~Greenwood~~persons ~~Village~~who currently serve as our directors or executive officers, ~~Colorado~~including ~~80111~~their ages as of March 31, 2021.

(7) Includes 121,545 Willamette Group Trust shares.

Name	Age		Position	Term
Pedro C. Gonzalez (1)		46	Chief Executive Officer, President, Chief Financial Officer, Secretary, Chairman of the Board and Director		Annual
Richard O. Dean (1)		63	Director		Annual
John L. Page (2)		54	Executive Vice President		Annual

(81) ~~Beneficially~~On ~~owned~~October by25, 2020, Mr. Richard Dean resigned as Chief Executive Officer, President and Chairman of the Board, effective immediately. He remains a Director and will continue serving in that position. Concurrently, the Board of Directors of the Company appointed Mr. Pedro C. Gonzalez, anas ~~officer~~the Company's Chief Executive Officer, President and ~~director~~Chairman of ~~our~~the Board. Mr. Gonzalez currently serves as the Company's Chief Financial Officer and Secretary and will continue serving in those positions.

(92) ~~Beneficially~~Appointment ~~owned~~effective byDecember ~~John Chen~~1, ~~deceased~~2020.

~~Rule 13d-3~~Our ~~under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides~~officers that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are ~~subject~~elected toby ~~such options, warrants or conversion privileges are deemed to be outstanding for~~ the ~~purpose~~board of ~~computing~~directors ~~the~~at ~~percentage of outstanding securities of~~ the ~~class~~first ~~owned~~meeting byafter ~~such person.~~each ~~Those~~annual ~~securities~~meeting ~~are not deemed to be outstanding for the purpose~~ of ~~computing~~our ~~the~~stockholders ~~percentage~~and ofhold ~~the~~office ~~class owned by any~~until ~~other~~their ~~person.~~successors ~~Included in this table~~ are ~~only~~duly ~~those~~elected ~~derivative~~and ~~securities~~qualified ~~with~~under ~~exercise~~our ~~prices that we believe have a reasonable likelihood of being “in the money” within the next sixty days~~bylaws.

~~OUTSTANDING~~The directors ~~EQUITY~~named ~~AWARDS~~above ATwill ~~FISCAL~~serve ~~YEAR~~until ~~END~~the next annual meeting of our stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors absent any employment agreement. There is no arrangement or understanding between our directors and officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer.

WeBIOGRAPHICAL ~~adopted~~INFORMATION a Stock Option and Award Plan on May 7, 2019. We have authorized 4,000,000 shares of common stock to be available for the Plan. We have granted no options exercisable for shares of our common stock under the Plan.

~~ITEM~~Pedro 13C. ~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.~~Gonzalez

~~Other~~Mr. Gonzalez ~~than~~was ~~the~~Director, ~~stock~~Secretary ~~transactions~~and ~~discussed~~Chief ~~below,~~Financial weOfficer ~~have~~of ~~not~~Ashcroft ~~entered~~Homes ~~into~~Corp., ~~any~~predecessor, ~~transaction~~2003 ~~nor~~to ~~are~~2019, ~~there~~and ~~any~~became ~~proposed~~Director, ~~transactions~~Secretary inand ~~which~~Chief ~~any~~Financial Officer of ~~our~~Stratus ~~founders,~~Capital ~~directors,~~Corporation ~~executive~~upon ~~officers~~the formation of a holding company in a holding company reorganization in Delaware. On October 25, ~~stockholders~~2020, orthe ~~any~~Board ~~members~~of Directors of the ~~immediate~~Company ~~family~~appointed ofMr. ~~any~~Gonzalez as the Company's Chief Executive Officer, President and Chairman of the Board concurrent with Mr. Dean’s resignation. Mr. ~~foregoing~~Gonzalez ~~had~~currently orserves ~~are~~as tothe ~~have~~Company's aChief ~~direct~~Financial orOfficer ~~indirect~~and ~~material~~Secretary ~~interest,~~and inwill ~~this~~continue ~~fiscal~~serving ~~year~~in those positions.

~~Series~~Mr. Gonzalez’s Aresponsibilities ~~Preferred~~include ~~Stock~~operations oversight, compliance, reporting and key metric management for our business operations. Prior to joining the Company Mr. Gonzalez has held management positions with private equity, public institutional REIT’s, homebuilding and asset management organizations since 2002. Mr. Gonzalez’s focus on portfolio growth, management and disposition on a national basis to provide operational stability and financial growth for our shareholders and stakeholders. Mr. Gonzalez has been the General Partner for Allegiance Group, LP since 2008 to current, Allegiance Group is an opportunity fund with focus in real estate and lending.

~~Effective January 17, 2019, we issued 1,000,000 shares of Series A Preferred Stock, to~~ Richard O. Dean~~, CEO and Director, valued by an independent third-party valuation firm using a market approach at $85,500 for cash consideration of $10,000 and services rendered of $75,500.~~

~~The~~Mr. Dean was ~~shares~~Chairman and CEO of ~~Series~~Ashcroft AHomes ~~Preferred~~Corp., ~~Stock~~predecessor, ~~carry~~for ~~super~~20 ~~majority~~years ~~voting~~until ~~rights~~2019. ~~such~~Mr. ~~that~~Dean ~~they~~became ~~can~~CEO ~~vote~~and founder of Stratus Capital Corporation upon the ~~equivalent~~reorganization of ~~60%~~Ashcroft ofinto ~~common~~a holding company. On October 25, 2020, ~~stock~~Mr. atDean ~~all~~resigned ~~times~~as Chief Executive Officer, President and Chairman of the Board. He remains a Director and will continue serving in that position.

~~Note~~Mr. Dean has ~~Payable~~been an active real estate developer and member of the Denver Metro community over the last 40

During the year ended December 31, 2019, a partnership controlled by one of our directors and officers, Richard O. Dean, CEO and Director, who is also our principal shareholder, advanced to us $65,620 (2018 – $30~~,357) by way of a promissory note to finance our working capital requirements.~~

~~The~~years. Mr. Dean ~~promissory~~has ~~note~~held isvarious ~~unsecured~~senior management capacities in the land, ~~due~~commercial, onmultifamily ~~demand~~and homebuilding industries. Mr. Dean has built greater than 2,000 single family units, entitled over 20 subdivisions resulting in 10,000 lots and ~~bears~~has ~~interest~~managed atsignificant 8%commercial and ~~per~~multi-family ~~annum~~development.

~~As at~~John ~~December 31, 2019, the balance outstanding under the promissory note was $95,977 (2018 - $30,357~~L.) Page

~~Our~~Mr. ~~officers~~Page ~~accrued~~was ~~$36,000~~appointed ~~each~~Executive ~~for~~Vice ~~salaries~~President ~~for~~of ~~2019.~~Stratus ~~Employment~~Capital ~~agreements~~Corporation ~~are~~effective December ~~currently in effect that agree to pay Messrs. Dean and Gonzalez $36~~1,~~000~~ ~~per year, plus 6% annual increase~~2020.

~~Table~~Mr. Page is Co-Founder/Managing Partner of ~~Contents~~Audex Capital, LLC (since August 2020). From August 2019 until August 2020, he was consulting for a private equity firm in Canada. Mr. Page was Director of Institutional Fixed Income Sales & Trading at Brownstone Investment Group from 2014 until 2019. From January 2010 until March 2014, he was SVP of Institutional Sales & Trading at Carolina Capital Markets. From 2007-2010 Cranwood Capital Management, a fixed-income arbitrage hedge fund. From 1992 – 2010 Mr. Page worked for some of the leading firms on Wall Street; such as, Lehman Brothers, Raymond James, CIBC Oppenheimer and UBS Paine Webber.

~~ITEM~~Mr. 14Page holds a Series 7 and 63 securities licenses that are currently inactive. ~~PRINCIPAL~~He ~~ACCOUNTING~~received ~~FEES~~his ~~AND~~B.A. ~~SERVICES~~Political Science from Roanoke College in 1989.

~~The following~~There isare ano family ~~summary~~relationships ofamongst the ~~fees~~officers ~~billed~~and todirectors ~~the~~of ~~company by its independent registered Public Accounting firm for~~ the ~~year ended December 31, 2019 and the period from June 28, 2018 (Inception) to December 31, 2018~~Company.

	Year Ended December 31, 2019		The Period from June 28, 2018 (Inception) to December 31, 2018
Audit fees	$	5,500	$	5,500
Audit related fees		—		—
All other fees		—		—
Tax fees		—		—
Total	$	5,500	$	5,500

CONFLICTS OF INTEREST - GENERAL.

~~Audit~~Our directors ~~Fees.~~and ~~Audit~~officers ~~fees~~are, ~~consist~~or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of ~~fees~~other ~~for~~entities ~~the~~engaged ~~audit~~in a variety of ~~our~~businesses. ~~annual~~Thus, ~~financial~~there ~~statements~~exist orpotential ~~services~~conflicts ~~that~~of ~~are~~interest ~~normally~~including, ~~provided~~among inother ~~connection~~things, ~~with~~time, ~~statutory~~efforts and ~~regulatory~~corporation ~~annual~~opportunity, involved in participation with such other business entities. While our sole officer and ~~quarterly~~director ~~filings~~of orour ~~engagements~~business is engaged in business activities outside of our business, he devotes to our business such time as he believes to be necessary.

~~Audit-Related~~CONFLICTS ~~Fees.~~OF ~~Audit~~INTEREST -~~related~~ ~~fees~~CORPORATE ~~consist of fees for accounting, assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported as Audit Fees.~~OPPORTUNITIES

~~Tax~~Presently no ~~Fees~~requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. ~~Tax~~Our ~~fees~~officers ~~consist~~and directors do, however, have a fiduciary duty of ~~fees~~loyalty ~~for~~to ~~tax~~us ~~compliance~~to ~~services~~disclose to us any business opportunities which come to their attention, ~~tax~~in ~~advice~~their capacity as an officer and/or ~~tax~~director ~~planning~~or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.

~~All~~COMMITTEES ~~Other~~OF ~~Fees.~~THE ~~Any~~BOARD ~~other~~OF ~~fees~~DIRECTORS ~~not included in Audit Fees, Audit-Related Fees, or Tax Fees.~~

~~PART~~In the ordinary IVcourse of business, the board of directors maintains a compensation committee and an audit committee.

~~ITEM~~The primary ~~15.~~function ~~EXHIBITS~~of the compensation committee is to review and make recommendations to the board of directors with respect to the compensation, including ~~FINANCIAL~~bonuses, ~~STATEMENT~~of ~~SCHEDULES~~our officers and to administer the grants under our stock option plan.

The functions ~~following~~of ~~exhibits~~the audit committee are ~~incorporated~~to ~~into~~review ~~this~~the ~~Form~~scope ~~10-K~~of ~~Annual~~the ~~Report:~~audit procedures employed by our independent auditors, to review with the independent auditors our accounting practices and policies and recommend to whom reports should be submitted, to review with the independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and financial controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged by the independent auditors, to report to the board of directors with respect to such matters and to recommend the selection of the independent auditors.

Exhibit No.		Description of Document
3.(i).1		Certification of Incorporation - Delaware - Stratus Capital Corp. – 4.13.18 (1)
3.(ii).1		Bylaws (1)
4.1		Certificate of Designation of Series A Preferred Super Majority Voting Stock (1)
4.2		Stratus Capital Corp. 2019 Stock Option and Award Plan (1)
10.1		Agreement and Plan of Merger and Reorganization into Holding Company Structure – Ashcroft Homes Merger Corp., Ashcroft Operations, Inc. and Stratus Capital Corp. (1)
10.2		Richard O. Dean Employment Agreement (1)
10.3		Pedro C. Gonzalez Employment Agreement (1)
10.4		Richard O. Dean Revised Employment Agreement (1)
10.5		Pedro C. Gonzalez Revised Employment Agreement (1)
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934

In the absence of a separate audit committee our board of directors’ functions as audit committee and performs some of the same functions of an audit committee, such as recommending a firm of independent certified public

3031

~~Table~~accountants to audit the annual financial statements; reviewing the independent auditor’s independence, the financial statements and their audit report; and reviewing management's administration of ~~Contents~~the system of internal accounting controls.

	32.1		Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32.2		Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101.INS		XBRL Instance Document (2)
	101.SCH		XBRL Taxonomy Extension Schema Document (2)
	101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (2)
	101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (2)
	101.LAB		XBRL Taxonomy Extension Label Linkbase Document (2)
	101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (2)
(1)		Incorporated by reference from the exhibits included in the Company's Form 10 filed with the Securities and Exchange Commission (www.sec.gov), dated September 9, 2019.

EXECUTIVE COMMITTEE

~~(2)~~We ~~Pursuant~~do ~~to Rule 406T of Regulation S-T, this interactive data file is deemed~~ not ~~filed~~have an orexecutive ~~part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933~~committee, isat ~~deemed~~this ~~not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections~~time.

~~ITEM 16.~~ANNUAL ~~FORM 10-K SUMMARY~~MEETING

~~Not~~The annual meeting ~~applicable~~of stockholders is anticipated in July of 2021 and will include the election of directors. The annual meeting will be held at our principal office or at such other place as permitted by the laws of the State of Delaware and on such date as may be fixed from time to time by resolution of our board of directors.

31PREVIOUS "BLANK CHECK" OR "SHELL" COMPANY INVOLVEMENT

~~Table~~No members of our ~~Contents~~management have been involved in previous "blank-check" or "shell" companies.

~~SIGNATURES~~INVOLVEMENT IN LEGAL PROCEEDINGS

~~Pursuant~~No executive toOfficer ~~the~~or ~~requirements~~Director of ~~Section~~our 13Company orhas ~~15(d)~~been ofconvicted ~~the~~in ~~Securities~~any ~~and~~criminal ~~Exchange~~proceeding ~~Act~~(excluding oftraffic ~~1934,~~violations) ~~the~~or ~~registrant~~is ~~has~~the ~~duly caused this report~~subject toof bea ~~signed~~criminal onproceeding ~~its~~that ~~behalf~~is bycurrently ~~the undersigned, thereunto duly authorized~~pending.

~~STRATUS~~No executive ~~CAPITAL~~Officer ~~CORP~~or Director of our Company is the subject of any pending legal proceedings.

/s/ Richard O. Dean		April 15, 2020
Richard O. Dean
(Chief Executive Officer/Principal Executive Officer)
/s/ Pedro C. Gonzalez		April 15, 2020
Pedro C. Gonzalez
(Chief Financial Officer/Principal Financial Officer/Principal Accounting Officer)

No Executive Officer or Director of our Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.

~~Pursuant~~(REMAINDER toOF ~~the~~PAGE ~~requirements~~LEFT ofBLANK ~~the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~INTENTIONALLY)

/s/ Richard O. Dean		April 15, 2020
Richard O. Dean, Director
/s/ Pedro C. Gonzalez		April 15, 2020
Pedro C. Gonzalez, Director

32ITEM 11. EXECUTIVE COMPENSATION.

Summary of Executives and Director Compensation Table

The following table sets forth the compensation paid to our officers for the years ended December 31, 2019 and 2020.

NAME AND PRINCIPAL POSITION	YEAR		SALARY		BONUS		STOCK AWARDS (1)		OPTIONS AWARDS ($)		NON-EQUITY INCENTIVE PLAN COMPENSATION ($)		NON-QUALIFIED DEFERRED COMPENS- ATION ($)		ALL OTHER COMP		TOTAL
Pedro C. Gonzalez,
Chief Executive Officer, President, Chief Financial Officer, Secretary (2)	2019	$	36,000	$	0	$	0	$	0	$	0	$	0	$	0	$	36,000
	2020	$	36,000	$	0	$	0	$	0	$	0	$	0	$	0	$	36,000

Richard O. Dean (3)
Former Chief Executive Officer and President	2019	$	36,000	$	0	$	75,500	$	0	$	0	$	0	$	0	$	111,500
	2020	$	27,000	$	0	$	0	$	0	$	0	$	0	$	0	$	27,000

John L. Page, Executive Vice-President (4)	2020		$0		$0	$	0		0	$	0	$	0	$	0	$	0

(1) In 2019, 1,000,000 shares of Series A Preferred stock were awarded to Richard O. Dean for $75,500 in services rendered and for $10,000 in cash.
(2) Mr. Gonzalez was appointed Chief Executive Officer, President and Chairman of the Board on October 25, 2020.
(3) On October 25, 2020, Mr. Dean resigned as CEO, President and Chairman but remains a Director.
(4) Appointed Executive Vice-President on December 1, 2020.

Employment Contracts and Termination of Employment and Change-in-Control Arrangements

Executive officers Richard O. Dean and Pedro C. Gonzalez had employment agreements, each annually renewable.

Mr. Dean, formerly our President and Chief Executive Officer and Mr. Gonzalez, formerly our Vice President, Chief Operating Officer and Chief Financial Officer, each received a base salary of $36,000 annually and were entitled to receive a minimal annual increase of 6.5%.

Effective September 30, 2020, Mr. Dean’s employment Agreement was terminated by mutual agreement with immediate effect.

Compensation Committee Interlocks and Insider Participation

Our board of directors in our entirety acts as the compensation committee for Stratus Capital Corp.

DIRECTOR COMPENSATION

At this time, our Directors do not receive cash compensation for serving as members of our Board of Directors.

The following table sets forth certain information concerning compensation paid to our directors for services as directors, but not including compensation for services as officers reported in the "Summary Executives’

Compensation Table" during the years ended December 31, 2019 and 2020:

Name	Year		Fees earned or paid in cash ($)		Stock awards ($)	Option awards ($)		Non-equity incentive plan compensation ($)		Non-qualified deferred compensation earnings ($)	All other compensation ($)		Total ($)
Pedro C. Gonzalez		2019		0	0		0		0	0		0	$	0
		2020		0	0		0		0	0		0	$	0

Richard O. Dean		2019		0	0		0		0	0		0	$	0
		2020		0	0		0		0	0		0	$	0

The term of office for each Director is one (1) year, or until his/her successor is elected at our annual meeting and qualified. The term of office for each of our Officers is at the pleasure of the Board of Directors.

The Board of Directors has no nominating, auditing committee or a compensation committee. Therefore, the selection of person or election to the Board of Directors was neither independently made nor negotiated at arm's length.

At this time, our Directors do not receive cash compensation for serving as members of our Board of Directors.

Limitation on Liability and Indemnification

We are a Delaware corporation. The Delaware General Corporation Laws (DGCL) provides that the articles of incorporation of a Delaware corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or our stockholders for monetary damages for breach of fiduciary duty as a director, except that any such provision may not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or our stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section 78 (concerning unlawful distributions), or (iv) any transaction from which a director directly or indirectly derived an improper personal benefit. Our articles of incorporation contain a provision eliminating the personal liability of directors to our company’ or our stockholders for monetary damages to the fullest extent provided by the DGCL.

The DGCL provides that a Delaware corporation must indemnify a person who was wholly successful, on the merits or otherwise, in defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (a “Proceeding”), in which he or she was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the Proceeding, unless such indemnity is limited by the corporation’s articles of incorporation. Our articles of incorporation do not contain any such limitation.

The DGCL provides that a Delaware corporation may indemnify a person made a party to a Proceeding because the person is or was a director against any obligation incurred with respect to a Proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred in the Proceeding if the person conducted himself or herself in good faith and the person reasonably believed, in the case of conduct in an official capacity with the corporation, that the person’s conduct was in the corporation’s best interests and, in all other cases, his or her conduct was at least not opposed to the corporation’s best interests and, with respect to any criminal proceedings, the person had no reasonable cause to believe that his or her conduct was unlawful. Our articles of incorporation and bylaws allow for such indemnification. A corporation may not indemnify a director in connection with any Proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or, in connection with any other

Proceeding charging that the director derived an improper personal benefit, whether or not involving actions in an official capacity, in which Proceeding the director was judged liable on the basis that he or she derived an improper personal benefit. Any indemnification permitted in connection with a Proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with such Proceeding.

The DGCL, unless otherwise provided in the articles of incorporation, a Delaware corporation may indemnify an officer, employee, fiduciary, or agent of the corporation to the same extent as a director and may indemnify such a person who is not a director to a greater extent, if not inconsistent with public policy and if provided for by our bylaws, general or specific action of our board of directors or stockholders, or contract. Our articles of incorporation provide for indemnification of our directors, officers, employees, fiduciaries and agents to the full extent permitted by Delaware law.

EQUITY COMPENSATION PLAN INFORMATION

Key Employees Stock Compensation Plan

Effective May 7, 2019, our Stock Option and Award Plan (the "Stock Incentive Plan") was approved by our Board of Directors. Under the Stock Incentive Plan, the Board of Directors may grant options or purchase rights to purchase common stock to officers, employees, and other persons who provide services to us or any related company. The participants to whom awards are granted, the type of awards granted, the number of shares covered for each award, and the purchase or exercise price, conditions and other terms of each award are determined by the Board of Directors, except that the term of the options shall not exceed 10 years. A total of 4 million shares of our common stock are subject to the Stock Incentive Plan and maybe either a qualified or non-qualified stock option. The shares issued for the Stock Incentive Plan may be either treasury or authorized and unissued shares. As of December 31, 2020, we have granted no stock options to purchase any shares of our common stock under the Plan.

(REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth as of March 31, 2021 the number and percentage of the outstanding shares of common stock (21,525,481), which according to the information available to us, were beneficially owned by:

(i)

each person who is currently a director,

(ii)

each executive officer,

(iii)

all current directors and executive officers as a group, and

(iv)

each person who is known by us to own beneficially more than 5% of our outstanding common stock.

Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.

Title of Class	Name and Address of Beneficial Owners¹	Amount and Nature of Beneficial Ownership		Percent of Class Outstanding⁷
Common	Pedro C. Gonzalez, CEO, President, CFO and Chairman^2,3		11,007,130		51.1	%
Common	Willamette Group Trust⁴		8,110,146		37.7	%
Common	Richard O. Dean, Director²		1,000,000		4.6	%
Common	John L. Page, Executive Vice President		0		0	%
Common	Casablanca Homes⁵		1,200,000		4.8	%
Common	All officers and directors as a group (3 persons)³		12,007,130		55.8	%

Series A Preferred	Willamette Group Trust^4,6		1,000,000		100	%
Series A Preferred	All officers and directors as a group (1 person)^4,6		1,000,000		100	%

_______________________________________


	(1)	8480 East Orchard Road, Suite 1100, Greenwood Village, Colorado 80111.

(2)

Officer or director of the Company.

(3)

Includes 8,110,146 Willamette Group Trust shares.

(4)

Beneficially owned by Pedro C. Gonzalez as Trustee of Willamette Group Trust, an officer and director of our Company.

(5)

Beneficially owned by John Chen, deceased.

(6)

Mr. Gonzalez, as Trustee of Willamette Group Trust, holds 1,000,000 Series A Preferred shares. The record Holders of the Series A Preferred Super Majority Voting Stock shall have the right to vote on any matter with holders of Common Stock and may vote as required on any action, which Delaware law provides may or must be approved by vote or consent of the holders of the specific series of voting preferred shares and the holders of common shares. The Record Holders of the Series A Preferred Shares shall have that number of votes equal to that number of common shares which is not less than 60% of the vote required to approve any action, which Delaware law provides may or must be approved by vote or consent of the holders of other series of voting

preferred shares and the holders of common shares or the holders of other securities entitled to vote, if any.

(7)

Based on 21,525,481 common shares outstanding on March 31, 2021.

Rule 13d-3 under the Securities Exchange Act of 1934 governs the determination of beneficial ownership of securities. That rule provides that a beneficial owner of a security includes any person who directly or indirectly has or shares voting power and/or investment power with respect to such security. Rule 13d-3 also provides that a beneficial owner of a security includes any person who has the right to acquire beneficial ownership of such security within sixty days, including through the exercise of any option, warrant or conversion of a security. Any securities not outstanding which are subject to such options, warrants or conversion privileges are deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by such person. Those securities are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. Included in this table are only those derivative securities with exercise prices that we believe have a reasonable likelihood of being “in the money” within the next sixty days.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

We adopted a Stock Option and Award Plan on May 7, 2019. We have authorized 4,000,000 shares of common stock to be available for the Plan. We have granted no options exercisable for shares of our common stock under the Plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Other than the stock transactions discussed below, we have not entered into any transaction nor are there any proposed transactions in which any of our founders, directors, executive officers, stockholders or any members of the immediate family of any of the foregoing had or are to have a direct or indirect material interest, in this fiscal year.

Series A Preferred Stock

Effective January 17, 2019, we issued 1,000,000 shares of Series A Preferred Stock, to Richard O. Dean, CEO and Director, valued by an independent third-party valuation firm using a market approach at $85,500 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.

Securities Purchase Agreement – Changes in Control of Registrant

On October 28, 2020, Mr. Richard Dean and his wife Reagan Dean entered into a Securities Purchase Agreement with Willamette Group Trust, of which Mr. Pedro Gonzalez is Trustee, and agreed to sell a majority of their shares (5,971,330 and 2,017,271 common shares owned by Richard Dean and Reagan Dean, respectively, and 675,000 and 325,000 preferred shares owned by Richard Dean and Reagan Dean, respectively) to Willamette Group Trust. Pursuant to the agreement, Mr. Dean retained 1,000,000 common shares of Stratus Capital Corp. (the “Company”). Additionally, Mr. Gonzalez agreed to personally guarantee the existing promissory note between the Deans and the Company, with an anticipated repayment date of March 31, 2021.

As a result of the above transaction, Mr. Dean holds 1,000,000 shares of common stock (4.65%) and zero shares of preferred stock; Willamette Group Trust holds 8,110,146 shares of common stock (37.68%) and 1,000,000 shares of preferred stock (100%); Mr. Gonzalez holds 2,836,984 shares of common stock (13.18%) and zero shares of preferred stock (0%) and beneficially owns 10,947,130 shares of common stock (50.86%) and 1,000,000 shares of preferred stock (100%) with the Willamette Group Trust holdings included. Willamette Group Trust acquired the shares for $75,000 in cash, due January 15, 2021 and $75,000 in an 8% secured promissory note due March 31, 2021, with the securities pledged as collateral. As additional consideration, Mr. Gonzalez agreed to personally

guarantee the existing promissory note between the Deans and the Company, with an anticipated repayment date of March 31, 2021.

On October 25, 2020, Mr. Richard Dean resigned as Chief Executive Officer, President and Chairman of the Board, effective immediately. He remains a Director and will continue serving in that position. Concurrently, the Board of Directors of the Company appointed Mr. Pedro C. Gonzalez as the Company's Chief Executive Officer, President and Chairman of the Board. Mr. Gonzalez currently serves as the Company's Chief Financial Officer and Secretary and will continue serving in those positions.

Amendment to Securities Purchase Agreement dated October 28, 2020

Subsequently, we entered into an Amendment Agreement to the Securities Purchase Agreement (“Amendment Agreement”) discussed above with Willamette Group Trust (Pedro Gonzalez as Trustee) and Richard Dean and Reagan Dean to amend the effective date of the Securities Purchase Agreement to January 10, 2021. In addition, the Amendment Agreement revised the anticipated repayment date of the existing promissory notes to reflect June 30, 2021. No other changes or terms of the Securities Purchase Agreement were made.

Promissory Notes

During the year ended December 31, 2020, a partnership controlled by one of our directors, who was a former officer of the company and the former principal shareholder, advanced to us $62,897 (2019 - $65,620) by way of a promissory note to finance our working capital requirements.

Effective October 28, 2020, Mr. Gonzalez entered into a personal guarantee for this loan which became due on March 31, 2020 and was subsequently amended to mature June 30, 2021.

As at December 31, 2020 the balance outstanding under the promissory note was $158,874 (2019 - $95,977).

Employment Agreements

Our officers were party to employment agreements to pay Messrs. Dean and Gonzalez $36,000 per year, plus 6% annual increase. Mr. Dean’ employment agreement was terminated by mutual consent as of September 30, 2020.

As on December 31, 2020 the balance accrued under these agreements was $153,000 (2019 - $90,000).

Placement Agent Agreement

On February 23, 2021, the Company entered into a Placement Agent Fee Agreement with CIM Securities, LLC, a Colorado Limited Liability Company (“CIM”) for the Regulation A Offering. We agreed to pay CIM a commission equal to seven percent (7%) in cash on the subscriptions completed, whether through an investor or referrals from CIM’s investors through May 23, 2021.

We shall pay a three percent (3%) in non-accountable expenses for the anti-money laundering, due diligence, and legal costs required by the regulations applicable, from the proceeds at the closing of the subscriptions.

In addition, CIM Securities has warrants to purchase Preferred shares at sale price of $10.00 for a period of three years after offering closes. The Warrants will be able to be exercised cashless and have piggy-back registration rights for common stock upon conversion. The warrants will be for an amount equal to 7% of the shares sold in the Offering and shall be assignable. The common stock conversion rights shall be those as the Series B provides in the Certificate of Designation.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following is a summary of the fees billed to the Company by its independent registered Public Accounting firm for the years ended December 31, 2020 and 2019:

	Year Ended December 31, 2020		Year Ended December 31, 2019

Audit fees	$	12,500	$	5,500
Audit related fees		—		—
All other fees		—		—
Tax fees		—		—
Total	$	12,500	$	5,500

Audit Fees. Audit fees consist of fees for the audit of our annual financial statements or services that are normally provided in connection with statutory and regulatory annual and quarterly filings or engagements.

Audit-Related Fees. Audit-related fees consist of fees for accounting, assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported as Audit Fees.

Tax Fees. Tax fees consist of fees for tax compliance services, tax advice and tax planning.

All Other Fees. Any other fees not included in Audit Fees, Audit-Related Fees, or Tax Fees.

(REMAINDER OF PAGE LEFT BLANK INTENTIONALLY)

PART IV

ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES.

The following exhibits are incorporated into this Form 10-K Annual Report:

Exhibit No.		Description of Document

3.(i).1		Certification of Incorporation - Delaware - Stratus Capital Corp. – 4.13.18 (1)
3.(ii).1		Bylaws (1)
4.1		Certificate of Designation of Series A Preferred Super Majority Voting Stock (1)
4.2		Stratus Capital Corp. 2019 Stock Option and Award Plan (1)
4.3		Certificate of Designation of Series B Preferred 10% Cumulative Dividend Convertible Stock (2)
4.4		Amended Certificate of Designation of Series A Preferred Super Majority Voting Stock (2)
10.1		Agreement and Plan of Merger and Reorganization into Holding Company Structure – Ashcroft Homes Merger Corp., Ashcroft Operations, Inc. and Stratus Capital Corp. (1)
10.2		Richard O. Dean Employment Agreement (1)
10.3		Pedro C. Gonzalez Employment Agreement (1)
10.4		Richard O. Dean Revised Employment Agreement (1)
10.5		Pedro C. Gonzalez Revised Employment Agreement (1)
10.6		Securities Purchase Agreement dated October 28, 2020
10.7		Amendment to Securities Purchase Agreement
10.8		Promissory Note
10.9		CIM Placement Agent Fee Agreement
21.1		List of Subsidiaries
31		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32		Certification of Chief Executive Officer and Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document (3)
101.SCH		XBRL Taxonomy Extension Schema Document (3)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (3)
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (3)
101.LAB		XBRL Taxonomy Extension Label Linkbase Document (3)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (3)

(1)	Incorporated by reference from the exhibits included in the Company's Form 10 filed with the Securities and Exchange Commission (www.sec.gov), dated September 9, 2019.
(2)	Incorporated by reference from the exhibits included in the Company's Form 1-A filed with the Securities and Exchange Commission (www.sec.gov), dated January 14, 2021.
(3)	Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

ITEM 16. FORM 10-K SUMMARY

Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

STRATUS CAPITAL CORP.


/s/ Pedro C. Gonzalez		March 31, 2021
Pedro C. Gonzalez
(Chief Executive Officer/Principal Executive Officer and Chief Financial Officer/Principal Financial Officer/Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



/s/ Pedro C. Gonzalez		March 31, 2021
Pedro C. Gonzalez, Director


/s/ Richard O. Dean		March 31, 2021
Richard O. Dean, Director

Filing Compare · STRATUS CAPITAL CORP