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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2021~~2022

☐[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

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
(Former Address and phone of principal executive offices)

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

___________________________________________

(Former Address and phone of principal executive offices)

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

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

Yes☒ [X] No☐ [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for 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☒ [_] No☐ [X]

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 to Section 7(a)(2)(B) of the Securities Act. ☒[X}

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☐ [_] No☒ [X]

Indicate the number of share outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As ~~January~~August 148, 2022, there were 21,525,481 shares of the registrant’s common stock, $0.0001 par value, issued and outstanding.

TABLE OF CONTENTS

	~~Page~~	Page
~~PART 1 – FINANCIAL INFORMATION~~	PART 1 – FINANCIAL INFORMATION
Item 1.Financial Statements	4
Item 1.	Financial Statements	4
Condensed Unaudited Balance Sheets as of September 30, 2021 and December 31, 2020	4
	Condensed Unaudited Balance Sheets as of March 31, 2022 and December 31, 2021	4
Condensed Unaudited Statements of Operations for the Three and Nine Months ended September 30, 2021 and 2020	5
	Condensed Unaudited Statements of Operations for the Three Months ended March 31, 2022 and 2021	5
Condensed Unaudited Statements of Changes in Shareholders’ Deficit for the Three and Nine Months ended September 30, 2021 and 2020	6
	Condensed Unaudited Statements of Changes in Shareholders’ Deficit for the Three Months ended March 31, 2022 and 2021	6
Condensed Unaudited Statements of Cash Flows for the Nine Months ended September 30, 2021 and 2020	7
	Condensed Unaudited Statements of Cash Flows for the Three Months ended March 31, 2022 and 2021	7
~~Notes to Condensed Unaudited Financial Statements~~	8Notes to Condensed Unaudited Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
	PART II- OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosure	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
	Signatures	23

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations 15 Item 3.Quantitative and Qualitative Disclosures About Market Risk 21 Item 4.Controls and Procedures 21 PART II- OTHER INFORMATION Item 1.Legal Proceedings 22 Item 1A.Risk Factors 22 Item 2.Unregistered Sales of Equity Securities and Use of Proceeds 22 Item 3.Defaults Upon Senior Securities 22 Item 4.Mine Safety Disclosure 22 Item 5.Other Information 22 Item 6.Exhibits 23 Signatures 24

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

STRATUS CAPITAL CORP.

STRATUS CAPITAL CORP.
CONDENSED UNAUDITED BALANCE SHEETS

	MARCH 31,			DECEMBER 31,
	2022			2021

ASSETS

Current Assets
Cash and Cash Equivalents	$	332		$	355
Prepaid Expenses		1,375			2,750

Total Current Assets		1,707			3,105

Total Assets	$	1,707		$	3,105

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities
Accounts Payable		53,549			39,026
Accruals - Related Parties		231,491			218,243
Notes Payable - Related Parties		216,581			214,116

Total Current Liabilities		501,621			471,385

Total Liabilities		501,621			471,385

Commitments and Contingencies (Note 7)

Shareholders' Deficit
Preferred Stock, $0.0001 par value, 4,000,000 shares
authorized, 0 issued or outstanding		—			—
Series A Preferred Stock, $0.0001 par value, 1,000,000 shares
authorized, 1,000,000 issued and outstanding		100			100
Series B Preferred 10% Cumulative Dividend Convertible Stock, $0.0001 par value, 5,000,000 shares authorized, 0 issued and outstanding		—			—
Common Stock, $0.0001 par value, 25,000,000 shares
authorized, 21,525,481 issued and outstanding		2,153			2,153
Additional Paid in Capital		(9,179	)		(9,179	)
Accumulated Deficit		(492,988	)		(461,354	)

Total Shareholders' Deficit		(499,914	)		(468,280	)

Total Liabilities and Shareholders' Deficit	$	1,707		$	3,105

The accompanying notes are an integral part of these condensed unaudited financial statements

~~CONDENSED UNAUDITED BALANCE SHEETS~~ 4

	SEPTEMBER 30,			DECEMBER 31,
	2021			2020
ASSETS
Current Assets
Cash and Cash Equivalents	$	331		$	39
Prepaid Expenses		4,125			3,250
Total Current Assets		4,456			3,289
Total Assets	$	4,456		$	3,289
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts Payable	$	26,475		$	4,773
Accruals - Related Parties		206,625			165,630
Notes Payable - Related Parties		210,016			158,874
Total Current Liabilities		443,116			329,277
Total Liabilities		443,116			329,277
Commitments and Contingencies (Note 7)
Shareholders' Deficit
Preferred Stock, $0.0001 par value, 4,000,000 shares authorized, 0 issued and outstanding		—			—
Series A Preferred Stock, $0.0001 par value, 1,000,000 shares authorized, 1,000,000 issued and outstanding		100			100
Series B Preferred 10% Cumulative Convertible Stock, $0.0001 par value, 5,000,000 shares authorized, 0 issued and outstanding		—			—
Common Stock, $0.0001 par value, 25,000,000 shares authorized, 21,525,481 issued and outstanding		2,153			2,153
Additional Paid In Capital		(9,179	)		(9,179	)
Accumulated Deficit		(431,734	)		(319,062	)
Total Shareholders' Deficit		(438,660	)		(325,988	)
Total Liabilities and Shareholders' Deficit	$	4,456		$	3,289

Table of Contents

The accompanying notes are an integral part of these condensed unaudited financial statements

STRATUS CAPITAL CORP.
CONDENSED UNAUDITED STATEMENTS OF OPERATIONS


	FOR THE
	THREE MONTHS ENDED MARCH 31,
	2022			2021

REVENUE	$	—		$	—

OPERATING EXPENSES
General and administrative expenses		27,387			33,656

Total Operating Expenses		27,387			33,656

OPERATING LOSS		(27,387	)		(33,656	)

OTHER INCOME (EXPENSE)
Interest expense - related party		(4,247	)		(3,431	)

INCOME (LOSS) BEFORE TAXES		(4,247	)		(3,431	)

TAXES		—			—

NET INCOME (LOSS)	$	(31,634	)	$	(37,087	)

Net Income (Loss) per Common Share: Basic and Diluted	$	(0.00	)	$	(0.00	)

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

The accompanying notes are an integral part of these condensed unaudited financial statements

Table of Contents

STRATUS CAPITAL CORP.

STRATUS CAPITAL CORP.
CONDENSED UNAUDITED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT THREE MONTHS ENDED MARCH 31, 2022 AND 2021


	Series		A						Additional
	Preferred Shares				Common Shares				Paid-In			Accumulated
	Shares		Amount		Shares		Amount		Capital			Deficit			Total Shareholders’ Deficit

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

Net loss for the quarter		—		—		—		—		—			(37,087	)		(37,087	)

Balance at March 31, 2021		1,000,000	$	100		21,525,481	$	2,153	$	(9,179	)	$	(356,149	)	$	(363,075	)

Balance at December 31, 2021		1,000,000	$	100		21,525,481	$	2,153	$	(9,179	)	$	(461,354	)	$	(468,280	)

Net loss for the quarter		—		—		—		—		—			(31,634	)		(31,634	)

Balance at March 31, 2022		1,000,000	$	100		21,525,481	$	2,153	$	(9,179	)	$	(492,988	)	$	(499,914	)

The accompanying notes are an integral part of these condensed unaudited financial statements

~~CONDENSED UNAUDITED STATEMENTS OF OPERATIONS~~ 6

	FOR THE						FOR THE
	THREE MONTHS ENDED SEPTEMBER 30,						NINE MONTHS ENDED SEPTEMBER 30,
	2021			2020			2021			2020
REVENUE	$	—		$	—		$	—		$	—
OPERATING EXPENSES
General and administrative		20,460			30,106			101,178			98,274
Total Operating Expenses		20,460			30,106			101,178			98,274
OPERATING LOSS (EXPENSE)		(20,460	)		(30,106	)		(101,178	)		(98,274	)
OTHER INCOME (EXPENSE)
Interest expense - related parties		(4,168	)		(2,836	)		(11,494	)		(7,256	)
LOSS BEFORE INCOME TAXES		(24,628	)		(32,942	)		(112,672	)		(105,530	)
INCOME TAXES		—			—			—			—
NET LOSS	$	(24,628	)	$	(32,942	)	$	(112,672	)	$	(105,530	)
Net Loss per Common Share: Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted Average Common Shares Outstanding: Basic and Diluted		21,525,481			21,525,481			21,525,481			21,525,481

Table of Contents

The accompanying notes are an integral part of these condensed unaudited financial statements

STRATUS CAPITAL CORP.
CONDENSED UNAUDITED STATEMENTS OF CASH FLOWS


	FOR THE
	THREE MONTHS ENDED MARCH 31,
	2022			2021

Cash Flows from Operating Activities:

Net Income (Loss)	$	(31,634	)	$	(37,087	)
Adjustments to reconcile net income (loss) to
net cash used in operating activities		—			—

Changes in working capital items:
Prepaid expenses		1,375			1,625
Accounts payable		14,523			(2,921	)
Accruals - related parties		13,248			12,431

Net Cash Used in Operating Activities		(2,488	)		(25,932	)

Net Cash Flows from Financing Activities
Advances under notes payable - related parties		2,465			26,468

Net Cash Provided by Financing Activities		2,465			24,468

Net Change in Cash:		(23	)		516

Beginning Cash:	$	355		$	39

Ending Cash:	$	332		$	555

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

The accompanying notes are an integral part of these condensed unaudited financial statements

Table of Contents

STRATUS CAPITAL CORP.

NOTES TO CONDENSED UNAUDITED ~~STATEMENTS~~FINANCIAL ~~OF CHANGES IN SHAREHOLDERS' DEFICIT~~STATEMENTS

~~Three~~FOR ~~and~~THE ~~Nine~~THREE ~~Months~~MONTHS ~~Ended~~ENDED ~~September~~MARCH 3031, ~~2021~~ 2022 and ~~2020~~ 2021

	Preferred Shares				Common Shares
	Shares		Amount		Shares		Amount		Additional Paid-In Capital			Accumulated Deficit			Total Shareholders’ Deficit
Three Months Ended September 30, 2021 and 2020
Balance at June 30, 2020		1,000,000	$	100		21,525,481	$	2,153	$	(9,179	)	$	(257,465	)	$	(264,391	)
Net loss for the quarter		—		—		—		—		—			(32,942	)		(32,942	)
Balance at September 30, 2020		1,000,000	$	100		21,525,481	$	2,153	$	(9,179	)	$	(290,407	)	$	(297,333	)
Balance at June 30, 2021		1,000,000	$	100		21,525,481	$	2,153	$	(9,179	)		(407,106	)		(414,032	)
Net loss for the quarter		—		—		—		—		—		$	(24,628	)	$	(24,628	)
Balance at September 30, 2021		1,000,000	$	100		21,525,481	$	2,153	$	(9,179	)	$	(431,734	)	$	(438,660	)
Nine Months Ended September 30, 2021 and 2020
Balance at December 31, 2019		1,000,000	$	100		21,525,481	$	2,153	$	(9,179	)	$	(184,877	)	$	(191,803	)
Net loss for the period		—		—		—		—		—			(105,530	)		(105,530	)
Balance at September 30, 2020		1,000,000	$	100		21,525,481	$	2,153	$	(9,179	)	$	(290,407	)	$	(297,333	)
Balance at December 31, 2020		1,000,000	$	100		21,525,481	$	2,153	$	(9,179	)	$	(319,062	)	$	(325,988	)
Net loss for the period		—		—		—		—		—			(112,672	)		(112,672	)
Balance at September 30, 2021		1,000,000	$	100		21,525,481	$	2,153	$	(9,179	)	$	(431,734	)	$	(438,660	)

NOTE 1. NATURE OF OPERATIONS

~~The~~Nature ~~accompanying notes are an integral part~~ of ~~these condensed unaudited financial statements~~ Business

6Stratus Capital Corporation, a Delaware corporation, (“Stratus Capital,” “the Company,” “We," "Us," or “Our”) is a publicly quoted real estate development company seeking to develop or redevelop residential, commercial or mixed-use properties.

~~Table of Contents~~History

~~STRATUS~~Stratus ~~CAPITAL~~Capital ~~CORP~~was incorporated in Delaware on April 13, 2018. Effective June 28, 2018 (the Company’s deemed date of inception), following a corporate reorganization pursuant to a reverse recapitalization, Stratus Capital became the reorganized successor to Ashcroft Homes Corporation, a publicly-quoted real estate company that ceased trading in 2004.

~~CONDENSED~~On ~~UNAUDITED~~June ~~STATEMENTS~~1, OF2021, ~~CASH~~Stratus Capital ~~FLOWS~~on behalf of itself, its respective heirs, executors, administrators, agents, and assignees, Stratus Summit Trail, LLC, (referred to as “Summit”), the Richard and Reagan Dean Family Partnership, LLLP (referred to as “RRDFPLLLP”) and Denver Digital Hub, LLC (referred to as “DDH”) (collectively referred to herein as the “Party” or “Parties”) entered into a Purchase Agreement (“Purchase Agreement”).

	FOR THE
	NINE MONTHS ENDED SEPTEMBER 30,
	2021			2020
Cash Flows from Operating Activities:
Net Loss	$	(112,672	)	$	(105,530	)
Adjustments to reconcile net loss to net cash used in operating activities
Changes in working capital items:
Prepaid expenses		(875	)		(4,875	)
Accounts payable		21,702			(1,527	)
Accruals - related parties		40,995			61,257
Net Cash Flows Used in Operating Activities		(50,850	)		(47,621	)
Net Cash Flows from Financing Activities
Advances from notes payable - related parties		51,142			47,733
Net Cash Flows Provided by Financing Activities		51,142			47,733
Net Change in Cash:		292			(112	)
Beginning Cash:	$	39		$	244
Ending Cash:	$	331		$	356
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	—		$	—
Cash paid for tax	$	—		$	—

RRDFPLLLP and DDH respectively own seventy-five percent (75%) and twenty-five percent (25%) of the membership interest of Summit (“Interest”) and both of these parties sold their entire Interest or a total of one hundred percent (100%) of the Interest of Summit to Stratus Capital.

~~The~~Stratus ~~accompanying~~Capital ~~notes~~has agreed to acquire the Interest owned by RRDFPLLLP and DDH of Summit of which Summit owns a total of 21 building lots as identified as Exhibit A to the Purchase Agreement within Grand County, town of Fraser, Colorado (“Subject Property”). Stratus Capital agreed that the continuing engineering, architectural or entitlement improvements are anto ~~integral~~be ~~part~~assigned to Summit if Stratus Capital does not fully pay the Promissory Note (‘the Note’) issued in respect of ~~these~~this ~~condensed~~transaction ~~unaudited~~as ~~financial~~per ~~statements~~its terms and provisions as described below.

7The purchase price is equal to $60,000 per lot, or 21 lots equal to $1,260,000 adjusted for any site or infrastructure costs as agreed upon by the Parties.

~~Table~~Stratus Capital was to fully pay the Note on or before October 31, 2021, or as agreed by the Parties. This repayment date was subsequently extended to March 30, 2022 and now further to July 30, 2022. As denoted within the Deed of ~~Contents~~Trust of the Note, RRDFPLLLP and DDH will retain a security interest within the Subject Property until the Note is fully paid per its terms and provisions.

~~STRATUS~~The ~~CAPITAL~~Closing ~~CORP~~date shall be 30 days from the date of the Purchase Agreement (unless extended by mutual agreement), title will be provided free and clear with exception of debt assumption and the Note and a special warranty deed is agreed upon by the Parties. Closing of the transaction is formally pending audit of Summit, but Stratus Capital is actively managing the project under a management agreement. The Closing date was subsequently extended to September 30, 2021, then to March 30, 2022, and then now further to July 30, 2022, by mutual consent.

~~NOTES~~Simultaneously TOwith the ~~CONDENSED~~execution ~~UNAUDITED~~of ~~FINANCIAL~~the ~~STATEMENTS~~Purchase Agreement, Stratus Capital executed and issued a Promissory Note (“Note”) with personal guarantee of Peter Gonzalez, our CEO, (“Gonzalez”) to RRDFPLLLP and DDH as consideration for the Purchase Agreement. The Note is for the principal sum of $1,260,000, together with interest on the unpaid principal balance from the date hereof, until paid, at the rate of six percent (6%) per annum. The Note becomes effective upon the Closing date of the Purchase Agreement.

~~FOR~~The ~~THE~~Parties ~~THREE~~also ~~AND~~agree that ~~NINE~~as ~~MONTHS~~consideration ~~ENDED~~for ~~SEPTEMBER~~services 30provided within the normal course of business since 2019 or initial acquisition of the Subject Property by Summit, ~~2021~~a development fee is due and payable to Willamette Group Trust (“WGT”) equal to $12,500 per lot or $262,500 which is excluded from proceeds due to Seller pursuant to 1(d) of the Purchase Agreement. WGT is a related party, controlled by Stratus Capital principal Gonzalez and WGT agrees that all fees due to itself shall be waived if Stratus Capital does not perform on the terms and provisions of the Note. The agreement with WGT becomes effective upon the Closing date of the Purchase Agreement.

~~NOTE 1. NATURE OF OPERATIONS~~8

~~Nature~~Table of ~~Business~~ Contents

~~Stratus~~Impact of Capital Corporation, a Delaware corporation, (“Stratus Capital,” “the Company,” “We," "Us," or “Our”) is a publicly quoted real estate development company seeking to develop or redevelop residential, commercial or mixedCOVID-~~use properties.~~ 19

~~History~~We have not commenced substantial operations as yet and consequently have not been directly impacted by the Covid-19 outbreak at this time. However, the detrimental effect of the Covid-19 outbreak on the economy as a whole may have a detrimental impact on our ability to raise funding and commence full scale operations for the foreseeable future.

~~Stratus Capital was incorporated in Delaware on April 13, 2018. Effective June 28, 2018 (the Company’s deemed date~~ Impact of ~~inception),~~Ukranian 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. Conflict

OnCurrently, ~~June~~we 1,believe ~~2021~~that the conflict between Ukraine and Russia does not have any direct impact on our operations, ~~Stratus~~financial ~~Capital~~condition or financial reporting. We believe the conflict will have only a general impact on ~~behalf~~our ofoperations ~~itself,~~in ~~its~~the ~~respective~~same ~~heirs,~~manner ~~executors,~~as ~~administrators,~~it ~~agents,~~is having a general impact on all businesses that have their operations limited to North America resulting from international sanction and ~~assignees~~embargo regulations, ~~Stratus~~possible ~~Summit~~shortages of ~~Trail~~goods and goods incorporating parts that may be supplied from the Ukraine or Russia, ~~LLC~~supply chain challenges, ~~(referred~~and tothe asinternational and ~~“Summit”),~~US domestic inflationary results of the ~~Richard~~conflict and ~~Reagan~~government ~~Dean~~spending ~~Family~~for ~~Partnership,~~and ~~LLLP~~funding ~~(referred~~of our country’s response. As our operations are related only to asthe ~~“RRDFPLLLP”)~~North ~~and~~American ~~Denver~~real ~~Digital~~estate ~~Hub~~development industry, ~~LLC~~we ~~(referred~~do tonot asbelieve ~~“DDH”)~~we ~~(collectively~~will ~~referred~~be totargeted ~~herein~~for cyber-attacks. asWe have no operations in the ~~“Party”~~countries directly involved in the conflict or ~~“Parties~~are specifically impacted by any of the sanctions and embargoes, as we operate solely in the United States.”) ~~entered~~We ~~into~~do anot ~~Purchase~~believe ~~Agreement~~that ~~(“Purchase~~the ~~Agreement”)~~conflict will have any impact on our internal control over financial reporting. Other than general securities market trends, we do not have reason to believe that investors will evaluate the company as having special risks or exposures related to the Ukrainian conflict.

~~RRDFPLLLP~~NOTE and DDH respectively own seventy-five percent (75%) and twenty-five percent (25%) of the membership interest of Summit (“Interest”) and both of these parties sold their entire Interest or a total of one hundred percent (100%) of the Interest of Summit to Stratus Capital2. GOING CONCERN

~~Stratus~~Our ~~Capital~~financial ~~has~~statements ~~agreed~~are toprepared ~~acquire~~using accounting principles generally accepted in the ~~Interest~~United ~~owned~~States byof ~~RRDFPLLLP~~America ~~and~~(“GAAP”) ~~DDH~~applicable to a going concern, which contemplates the realization of ~~Summit~~assets and the liquidation of ~~which~~liabilities ~~Summit~~in ~~owns~~the anormal ~~total~~course of 21business. ~~building~~We ~~lots~~have asno ~~identified~~ongoing business asor ~~Exhibit~~income Aand tofor the ~~Purchase~~three-month ~~Agreement~~period ~~within~~ended ~~Grand~~March ~~County~~31, ~~town~~2022 incurred a loss of ~~Fraser~~$31,634 ~~Colorado~~and ~~(“Subject~~had ~~Property”).~~an ~~Stratus~~accumulated ~~Capital~~deficit of ~~agreed~~$492,988 ~~that~~as ~~the~~of ~~continuing~~March ~~engineering~~31, ~~architectural~~2022. orThese ~~entitlement~~conditions ~~improvements~~raise ~~are~~substantial todoubt beabout ~~assigned~~our ability to ~~Summit~~continue ifas ~~Stratus~~a ~~Capital~~going ~~does~~concern. The financial statements do not ~~fully~~include ~~pay~~any adjustments to reflect the ~~Promissory~~possible ~~Note~~future (‘effects on the ~~Note’)~~recoverability ~~issued~~and inclassification of ~~respect~~assets or the amounts and classification of ~~this~~liabilities ~~transaction~~that may result from the outcome of these uncertainties. Our ability to continue as ~~per~~a ~~its~~going ~~terms~~concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ~~provisions~~ultimately asin ~~described~~implementing ~~below~~our proposed business plan and establishing profitable operations. No assurances can be given that we will be successful in achieving these objectives.

~~The~~NOTE ~~purchase~~3. ~~price~~SUMMARY isOF ~~equal~~SIGNIFICANT ~~to $60,000 per lot, or 21 lots equal to $1,260,000 adjusted for any site or infrastructure costs as agreed upon by the Parties.~~ ACCOUNTING POLICIES

~~Stratus~~Basis ~~Capital was to fully pay the Note on or before October 31, 2021, or as agreed by the Parties. This repayment date has subsequently been extended to March 30, 2022. As denoted within the Deed~~ of ~~Trust~~Presentation ~~of the Note, RRDFPLLLP and DDH will retain a security interest within the Subject Property until the Note is fully paid per its terms and provisions.~~

The ~~Closing~~summary ~~date~~of ~~shall~~significant beaccounting 30policies is ~~days~~presented ~~from~~to ~~the~~assist ~~date~~in of the ~~Purchase~~understanding ~~Agreement (unless extended by mutual agreement), title will be provided free and clear with exception~~ of ~~debt assumption and~~ the ~~Note~~financial ~~and~~statements. aThese ~~special~~policies ~~warranty~~conform ~~deed~~to isGAAP ~~agreed~~and ~~upon~~have bybeen ~~the Parties~~consistently applied. ~~Closing~~The ofCompany ~~the~~has ~~transaction~~selected isDecember ~~formally~~31 ~~pending~~as ~~audit~~its offinancial ~~Summit,~~year ~~but Stratus Capital is actively managing the project under a management agreement~~end. The ~~Closing~~Company ~~date~~has ~~was~~not ~~subsequently~~earned ~~extended~~any torevenue ~~September 30, 2021 and then further~~ to ~~March 30, 2022, by mutual consent~~date.

~~Simultaneously~~Interim ~~with~~Financial the execution of the Purchase Agreement, Stratus Capital executed and issued a Promissory Note (“Note”) with personal guarantee of Peter Gonzalez, our CEO, (“Gonzalez”) to RRDFPLLLP and DDH as consideration for the Purchase Agreement. The Note is for the principal sum of One Million Two Hundred Sixty Thousand Dollars and No/100ths Dollars ($1,260,000.00), together with interest on the unpaid principal balance from the date hereof, until paid, at the rate of six percent (6%) per annum. The Note becomes effective upon the Closing date of the Purchase Agreement. Statements

The ~~Parties~~accompanying ~~also~~unaudited ~~agree~~interim ~~that~~condensed financial asstatements ~~consideration~~have been prepared in accordance with GAAP for ~~services~~interim ~~provided~~financial ~~within~~information ~~the~~in ~~normal~~accordance ~~course~~with Article 8 of ~~business~~Regulation ~~since~~S-X. ~~2019~~Accordingly, orthey ~~initial~~do ~~acquisition~~not include all of the ~~Subject~~information ~~Property~~and footnotes required by ~~Summit,~~GAAP afor ~~development~~complete ~~fee~~financial statements. isThe ~~due~~accompanying ~~and~~condensed ~~payable~~financial tostatements ~~Willamette~~have ~~Group~~been ~~Trust~~prepared ~~(“WGT”)~~by ~~equal~~the toCompany ~~$12,500~~without ~~per~~audit. ~~lot~~In orthe ~~$262~~opinion of management,~~500~~ ~~which~~all isadjustments ~~excluded~~(which ~~from~~include ~~proceeds~~only ~~due~~normal torecurring ~~Seller~~adjustments) ~~pursuant~~necessary to ~~1(d)~~present offairly the ~~Purchase~~financial ~~Agreement.~~position, results ~~WGT~~of isoperations, aand ~~related~~cash ~~party,~~flows ~~controlled~~at byMarch ~~Stratus~~31, ~~Capital~~2022 ~~principal~~and ~~Gonzalez~~for ~~and~~the ~~WGT~~related ~~agrees~~periods ~~that~~presented, ~~all~~have ~~fees~~been ~~due~~included. toThe ~~itself~~results for ~~shall~~the bethree-month ~~waived~~period ifended ~~Stratus~~March ~~Capital~~31, ~~does~~2022 are not ~~perform~~necessarily onindicative of the ~~terms~~results ~~and~~of ~~provisions~~operations offor the ~~Note~~full year. These ~~The~~financial ~~agreement~~statements ~~with~~and ~~WGT~~related ~~becomes~~footnotes ~~effective~~should ~~upon~~be read in conjunction with the ~~Closing~~financial ~~date~~statements ofand footnotes thereto for the ~~Purchase~~year ~~Agreement.~~ended December 31, 2021 filed in our Form 10-K on April 15, 2022.

8Use of Estimates

~~Table~~The preparation of ~~Contents~~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.

~~Impact~~Cash ofand ~~COVID-19~~Cash Equivalents:

We ~~have~~maintain ~~not~~cash ~~commenced~~balances ~~substantial~~in ~~operations~~a asnon-interest-bearing account ~~yet~~that ~~and~~currently ~~consequently~~does ~~have~~ not ~~been~~exceed ~~directly~~federally ~~impacted~~insured bylimits. For the ~~Covid-19~~purpose ~~outbreak~~of atthe ~~this~~statements ~~time.~~of ~~However~~cash flows, ~~the~~all ~~detrimental~~highly ~~effect~~liquid investments ofwith ~~the~~a ~~Covid-19~~maturity ~~outbreak~~of onthree ~~the~~months ~~economy~~or asless aare ~~whole~~considered ~~may~~to ~~have~~be acash ~~detrimental~~equivalents. ~~impact~~As onof ~~our~~March ~~ability~~31, to2022 ~~raise~~and ~~funding~~December ~~and~~31, 2021 ~~commence~~our ~~full~~cash ~~scale~~balances ~~operations~~were ~~for~~$332 ~~the~~and ~~foreseeable~~$355, ~~future~~respectively.

~~NOTE 2. GOING CONCERN~~9

~~Our~~Table ~~financial statements are prepared using accounting principles generally accepted in the United States~~ of America (“GAAP”) applicable to a going concern, which contemplate the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income and for the nine-month period ended September 30, 2021, incurred a loss of $112,672 and had an accumulated deficit of $431,734 as of September 30, 2021. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives. Contents

Fair ~~NOTE~~Value 3.Measurements: ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~

ASC ~~Basis~~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 ~~Presentation~~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:

~~The~~Level ~~summary~~1 of– ~~significant~~Quoted prices ~~accounting~~are ~~policies~~available isin ~~presented~~active tomarkets ~~assist~~for inidentical ~~the~~assets ~~understanding~~or liabilities as of the ~~financial~~reported ~~statements~~date. ~~These~~The ~~policies~~types ~~conform~~of toassets ~~GAAP~~ and ~~have~~liabilities included ~~been~~in ~~consistently~~Level ~~applied.~~1 ~~The~~are ~~Company~~highly ~~has~~liquid ~~selected~~and ~~December~~actively 31traded asinstruments ~~its~~with ~~financial~~quoted ~~year~~prices, ~~end.~~such ~~The~~as ~~Company~~equities ~~has~~listed ~~not~~on ~~earned~~the ~~any~~New ~~revenue~~York Stock ~~to date~~Exchange.

Level ~~Interim~~2 ~~Financial~~– ~~Statements~~Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.

~~The~~Level ~~accompanying~~3 ~~unaudited~~– ~~interim~~Significant inputs ~~condensed~~to ~~financial~~pricing ~~statements~~that ~~have~~are ~~been~~unobservable ~~prepared~~as ~~in accordance with GAAP for interim financial information in accordance with Article 8~~ of ~~Regulation S-X. Accordingly, they do not include all of~~ the ~~information~~reporting ~~and footnotes required by GAAP for complete financial statements~~date. The ~~accompanying~~types ~~condensed~~of ~~financial~~assets ~~statements~~and ~~have~~liabilities ~~been~~included ~~prepared~~in byLevel ~~the~~3 ~~Company~~are ~~without~~those with ~~audit.~~inputs Inrequiring ~~the~~significant ~~opinion of~~ management, ~~all~~judgment ~~adjustments~~or ~~(which include only normal recurring adjustments) necessary to present fairly the financial position~~estimation, ~~results~~such ofas ~~operations,~~complex and ~~cash~~subjective ~~flows~~models ~~of September 30, 2021~~ and ~~for~~forecasts ~~the~~used ~~related~~to determine ~~periods presented, have been included. The results for~~ the ~~three-~~fair ~~and~~value ~~nine-month periods ended September 30, 2021 are not necessarily indicative~~ of ~~the results of operations for the full year. These~~ financial ~~statements~~transmission ~~and related footnotes should be read in conjunction with the financial statements and footnotes thereto for the year ended December 31, 2020 filed in our Form 10-K on March 31, 2021~~rights.

Our ~~Use~~financial instruments consist of ~~Estimates~~our cash, prepaid expenses, accounts payable, accrued expenses - related parties and notes payable – related parties. The carrying amounts of our prepaid expenses, accounts payable, accrued expenses- related parties and notes payable – related parties approximate their fair values because of the short-term maturities of these instruments

~~The~~Related ~~preparation~~Party 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. Transactions:

A ~~Cash~~related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and ~~Cash~~operating ~~Equivalents:~~decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 5, 6 and 7 below for details of related party transactions in the period presented.

WeIncome maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. As of September 30, 2021 and December 31, 2020, our cash balances were $331 and $39, respectively. Taxes:

The ~~Fair~~provision ~~Value~~for ~~Measurements:~~income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

~~ASC~~Uncertain ~~Topic~~Tax 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 followsPositions:

~~Level~~We 1evaluate –tax ~~Quoted~~positions ~~prices~~in ~~are~~a ~~available~~two-step inprocess. We ~~active~~first ~~markets~~determine ~~for~~whether ~~identical~~it ~~assets~~is ormore ~~liabilities~~likely asthan not that a tax position will be sustained upon examination, based on the technical merits of the ~~reported~~position. ~~date~~If a tax position meets the more-likely-than-not recognition threshold, it is then measured to determine the amount of benefit to recognize in the financial statements. The ~~types~~tax position is measured as the largest amount of ~~assets~~benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and ~~liabilities~~penalties ~~included~~and inunrecognized tax ~~Level~~benefits 1that are ~~highly~~not ~~liquid~~expected ~~and~~to ~~actively~~result ~~traded~~in ~~instruments~~payment ~~with~~or ~~quoted~~receipt ~~prices,~~of ~~such~~cash aswithin ~~equities~~one ~~listed~~year onas ~~the~~long-term ~~New~~liabilities ~~York~~in ~~Stock~~the ~~Exchange~~financial statements.

9Revenue Recognition:

~~Table~~Revenues are recognized when control of ~~Contents~~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:

~~Level~~Step 21: –Identify ~~Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of~~ the ~~reported~~contract(s) ~~date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced~~ with ~~models using highly observable inputs.~~customers

~~Level~~Step 32: –Identify ~~Significant inputs to pricing that are unobservable as of~~ the ~~reporting~~performance ~~date. The types of assets and liabilities included~~ obligations 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.~~contract

~~Our~~Step ~~financial~~3: ~~instruments~~Determine ~~consist~~the oftransaction our cash, prepaid expenses, accounts payable, accrued expenses - related parties and notes payable – related parties. The carrying amounts of these instruments approximate their fair values because of their short-term maturities. price

Step ~~Related~~4: ~~Party~~Allocate ~~Transactions:~~the transaction price to performance obligations

AStep ~~related~~5: ~~party~~Recognize isrevenue generally defined as (i) any person that holds 10% or more of our membership interests including such person's immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when ~~there~~the isentity satisfies a ~~transfer~~performance ~~of resources or obligations between related parties. See Notes 5, 6 and 8 below for details of related party transactions in the period presented.~~ obligation

~~Leases:~~10

WeTable ~~determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-~~of~~-use~~ (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet.Contents

~~ROU~~Service ~~assets~~revenues ~~represent~~are ~~the~~recognized ~~right~~as ~~to use an asset for~~ the ~~lease~~services are ~~term~~performed ~~and~~in ~~lease~~proportion ~~liability~~to ~~represent~~ the ~~obligation~~transfer toof ~~make~~control ~~lease~~to ~~payment arising from~~ the ~~lease.~~customer ~~Operating~~and ~~lease~~real ~~ROU~~estate ~~assets~~revenues ~~and liabilities~~ are recognized at the ~~commencement~~time ~~date based on the present value~~ of ~~lease~~sale when ~~payments~~consideration ~~over~~has ~~lease~~been ~~term.~~exchanged Asand ~~most~~title ofhas ~~the~~been ~~leases~~conveyed ~~doesn’t~~to ~~provide an implicit rate. We generally use~~ the ~~incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date~~buyer. ~~The~~At ~~operating~~this ~~ROU~~time, ~~asset~~we ~~also~~have ~~includes~~not ~~any~~identified ~~lease~~specific ~~payments~~planned revenue ~~made and exclude lease incentives~~streams. ~~Lease expense for lease payment is recognized on a straight-line basis over the lease term.~~

~~Since~~During ~~June 28, 2018 (Inception),~~ the ~~only lease arrangement we have entered into is a month~~three-~~to-~~month ~~lease~~periods ~~for~~ended ~~a storage unit. This lease has a term of less than 12 months~~March 31, we2022 ~~have elected to adopt the exemption for short-term leases~~ and ~~have not accounted for it as described above. Effective January~~ 2021, we ~~are~~did nonot ~~longer~~recognize ~~renting~~any ~~a storage unit~~revenue.

Advertising ~~Income Taxes~~Costs:

~~The~~We ~~provision~~expense ~~for~~advertising ~~income~~costs ~~taxes~~when isadvertisements occur. ~~computed~~No ~~using~~advertising ~~the~~costs ~~asset~~were ~~and~~incurred ~~liability~~during ~~method, under which deferred tax assets and liabilities are recognized for~~ the ~~expected~~three-month ~~future~~periods ~~tax~~ended ~~consequences~~March ~~of temporary differences between the financial reporting and tax bases of assets and liabilities~~31, ~~and~~2021 ~~for operating losses~~ and ~~tax credit carry-forwards~~2021`. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Stock-Based ~~Uncertain Tax Positions~~Compensation:

WeThe ~~evaluate~~cost ~~tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits~~ of ~~the~~equity ~~position.~~instruments Ifissued ato ~~tax~~employees and ~~position meets the more~~non-~~likely-than-not~~employees ~~recognition~~for ~~threshold,~~services it is ~~then~~ measured toby ~~determine~~ the ~~amount~~grant ofdate ~~benefit~~fair tovalue ~~recognize~~of in the ~~financial~~equity ~~statements.~~instruments ~~The~~issued ~~tax~~in ~~position~~accordance iswith ~~measured~~ASC 718, as“Compensation ~~the~~- ~~largest~~Stock ~~amount~~Compensation,” ~~of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest~~ and ~~penalties~~recognized ~~and~~over ~~unrecognized~~the ~~tax~~requisite ~~benefits~~service ~~that~~period, ~~are~~which ~~not~~is ~~expected~~generally ~~to result in payment or receipt of cash within one year as long-term liabilities in~~ the vesting ~~financial statements~~period.

Net ~~Revenue~~Loss ~~Recognition~~per Share Calculation:

~~Revenues~~Basic ~~are~~earnings ~~recognized~~(loss) ~~when~~per ~~control~~common ofshare ~~the~~("EPS") is ~~promised~~computed ~~goods~~by ordividing ~~services~~net ~~are~~income ~~transferred~~(loss) available to acommon ~~customer,~~stockholders inby anthe ~~amount~~weighted-average ~~that~~number ~~reflects~~of ~~the~~common ~~consideration~~shares ~~that~~outstanding for the ~~Company~~period. ~~expects~~Diluted toearnings ~~receive~~(loss) inper ~~exchange~~share ~~for~~is ~~those~~computed ~~goods~~by ordividing ~~services.~~net ~~The~~income ~~Company~~(loss) ~~applies~~by the ~~following~~weighted ~~five~~average ~~steps~~shares inoutstanding, assuming ~~order~~all todilutive ~~determine~~potential ~~the~~common ~~appropriate~~shares ~~amount~~were ofissued. ~~revenue~~Dilutive toloss beper ~~recognized~~share asexcludes itall ~~fulfills~~potential ~~its~~common ~~obligations~~shares ~~under~~if ~~each~~their effect ofis ~~its agreements:~~anti-dilutive.

~~Step~~No 1:potentially ~~Identify~~dilutive debt or equity instruments were issued or outstanding during the ~~contract(s)~~three-month ~~with~~periods ~~customers~~ended March 31, 2022 and 2021.

~~Step~~Recently 2Accounting Pronouncements: ~~Identify the performance obligations in the contract~~

10We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.

~~Table~~NOTE of4. ~~Contents~~PREPAID EXPENSES

~~Step~~As 3:of ~~Determine~~March 31, 2022 and December 31, 2021, the ~~transaction~~balance ~~price~~of prepaid expenses was $1,375 and $2,750, respectively, which related to the annual disclosure and news service subscription for OTC Markets, which is being amortized monthly over the course of the year commencing July 1, 2021.

~~Step~~NOTE 4:5. ~~Allocate~~ACCRUED ~~the~~EXPENSES ~~transaction~~- ~~price~~RELATED ~~to performance obligations~~PARTIES

~~Step~~As 5:of ~~Recognize~~March ~~revenue~~31, ~~when~~2022 ~~the~~and ~~entity~~December ~~satisfies~~31, a2021, balances ~~performance~~of ~~obligation~~$198,000 and $189,000, respectively, were due to our current and former officers and directors with respect to accrued compensation.

~~Service~~In ~~revenues~~addition, ~~are~~as ~~recognized~~of asMarch ~~the~~31, ~~services~~2022 ~~are~~and ~~performed~~December 31, 2021, balances of $33,491 and $29,243 in ~~proportion~~accrued tointerest ~~the~~was ~~transfer~~due ofon ~~control~~loans made to ~~the~~us ~~customer~~by ~~and~~a ~~real~~partnership ~~estate~~controlled ~~revenues~~by ~~are~~one ~~recognized~~of our atdirectors, ~~the~~who ~~time~~was a former officer of ~~sale~~the ~~when~~Company ~~consideration~~and ~~has~~the ~~been~~former ~~exchanged~~principal shareholder and ~~title~~by ~~has~~a ~~been~~trust ~~conveyed~~controlled toby ~~the~~our ~~buyer~~current director, officer and principal shareholder.

~~During~~NOTE ~~the~~6. ~~three-~~NOTE ~~and~~PAYABLE ~~nine-month~~– ~~periods~~RELATED ~~ended September 30, 2021 and 2020, we did not recognize any revenue.~~ PARTY

During ~~Advertising~~the ~~Costs:~~three months ended March 31, 2022, a trust controlled by one of our directors, our current officer and principal shareholder advances to us $2,465 (2020 - $8,200) by way of a promissory note to finance our working capital requirements.

WeThe ~~expense~~promissory ~~advertising~~note ~~costs~~bears ~~when~~interest ~~advertisements~~at ~~occur.~~8% Noper annum ~~advertising~~and ~~costs~~is ~~were~~unsecured ~~incurred during the three-~~ and ~~nine-month~~due ~~periods~~on ~~ended September 30, 2021 and 2020~~demand.

As ~~Stock-Based~~of ~~Compensation:~~March 31, 2022 and December 31, 2021, interest of $2,141 and $1,486, respectively, was accrued with respect to this loan.

~~The~~As ~~cost~~ of ~~equity~~March ~~instruments~~31, ~~issued~~2022 ~~to non-employees in return for goods~~ and ~~services~~December is31, ~~measured by~~ 202, the ~~fair~~balance ~~value~~outstanding ofunder ~~the~~this ~~equity~~promissory ~~instruments~~note ~~issued~~was in$34,439 ~~accordance~~and ~~with ASC 718~~$31,974, ~~“Compensation - Stock Compensation~~respectively.” Measurement date for non-employees is the grant date of the stock-based compensation. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued.

~~Net Loss per Share Calculation:~~11

~~Basic~~Table ~~earnings (loss) per common share ("EPS") is computed by dividing net income (loss) available to common stockholders by the weighted-average number~~ of common shares outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.Contents

NoDuring ~~potentially~~the ~~dilutive~~three ~~debt~~months orended ~~equity~~March ~~instruments~~31, ~~were~~2022, a ~~issued~~partnership orcontrolled ~~outstanding~~by ~~during~~one of our directors, who was a former officer of the ~~three-~~Company and ~~nine-month~~the ~~periods~~former ~~ended~~principal ~~September 30~~shareholder, advanced ~~2021~~to ~~and~~us $0 (2020. - $18,268) by way of a promissory note to finance our working capital requirements.

Effective ~~Recently~~October ~~Accounting~~28, ~~Pronouncements:~~2020, our CEO/CFO entered into a personal guarantee for this loan which became due on March 31, 2020 and was subsequently amended to mature June 30, 2021, then to September 30, 2021, then to March 30, 2022 and most recently to July 30, 2022.

WeThe ~~have~~promissory ~~reviewed~~note ~~all~~bears ~~the~~interest ~~recently~~at ~~issued,~~8% ~~but~~per annum ~~not~~and ~~yet~~as ~~effective,~~of ~~accounting~~March ~~pronouncements~~31, 2022 and doDecember ~~not~~31, ~~believe~~2021 ~~any~~interest of ~~these~~$31,350 ~~pronouncements~~and ~~will~~$27,757, ~~have~~respectively, awas ~~material~~accrued ~~impact~~with onrespect ~~our~~to this ~~financial statements~~loan.

As ~~NOTE~~of 4.March ~~PREPAID~~31, ~~EXPENSES~~2022 and December 31, 2021, the balance outstanding under the promissory note was $182,142 and $182,142 respectively.

AsNOTE of7. ~~September~~COMMITMENTS ~~30,~~& 2021 and December 31, 2020, the balance of prepaid expenses was $4,125 and $3,250, respectively, which relate to the annual disclosure and news service subscription for OTC Markets, which is amortized monthly over the course of each year commencing July 1. CONTINGENCIES

Legal ~~NOTE 5. ACCRUED EXPENSES – RELATED PARTIES~~Proceedings

AsWe ofwere ~~September~~not ~~30,~~subject ~~2021~~to ~~and~~any ~~December~~legal ~~31,~~proceedings during ~~2020,~~the ~~balances~~three-month ofperiods ~~$206,625~~ended ~~and~~March ~~$165~~31,~~630,~~ ~~respectively,~~2022 ~~were~~or ~~due~~2021, ~~to our current~~ and, ~~former~~to ~~officers~~the ~~and~~best ~~directors~~of ~~with~~our ~~respect~~knowledge, tono ~~accrued~~legal ~~expenses~~proceedings asare ~~follows:~~pending or threatened.

AsContractual ~~of September 30, 2021 and December 31, 2020, balances of $182,500 and $153,000, respectively, were due to our current and former officers and directors with respect to accrued compensation.~~ Obligations

InEmployment addition, as of September 30, 2021 and December 31, 2020, balances of $24,125 and $12,630, respectively, in accrued interest was due on loans made to us by a partnership controlled by one of our directors, who was a former officer of the company and the former principal shareholder and by a trust controlled by our current director, officer and principal shareholder. Agreements

Effective October ~~NOTE~~1, 62018, we entered into three-year employment agreements with two of our directors and officers. ~~NOTES~~Each ~~PAYABLE~~individual –was ~~RELATED~~entitled to ~~PARTIES~~a salary of $36,000 per year and bonuses and stock options to be determined and issued at a later date. The employment agreement for one of our officers was terminated by mutual agreement effective September 30, 2020 but the agreement with our remaining director remained in place throughout 2021 and on an ongoing basis. No stock options have been earned or issued as a result of these agreements.

~~During~~Engagement the nine months ended September 30, 2021 and 2020, a partnership controlled by one of our directors, who was a former officer of the Company and the former principal shareholder, advanced to us $28,268 and $47,733, respectively, by way of a promissory note to finance our working capital requirements. Agreement

11On February 23, 2021, the Company entered into an Engagement Agreement with CIM Securities, LLC, a Colorado Limited Liability Company (“CIM”), paying to CIM a retainer of $15,000.

~~Table~~Placement ofAgent ~~Contents~~Agreement

~~Effective~~On ~~October 28~~August 25, ~~2020~~2021, ~~our~~the ~~CEO/CFO~~Company ~~entered~~and ~~into~~CIM replaced the earlier engagement with a ~~personal~~Placement ~~guarantee~~Agent ~~for~~Fee ~~this~~Agreement. ~~loan~~We ~~which~~have ~~initially~~agreed ~~became~~to ~~due~~pay onCIM ~~March~~a commission ~~31,~~equal ~~2020~~to ~~and~~six ~~was~~percent ~~subsequently~~(6%) ~~amended~~amount paid to ~~mature~~us ~~June~~from ~~30,~~the ~~2021,~~subscriptions ~~then~~solicited by CIM or its sub-agents. CIM may allot from such payment all or a portion of such commission to ~~September~~the ~~30,~~sub-agent ~~2021~~that ~~and~~solicited ~~further~~an accepted subscription. We will also pay CIM a non-accountable expense allowance equal to ~~March~~a 30two percent (2%) amount paid to us from the subscriptions solicited by CIM or its sub-agents. The payment of this expense allowance and the commissions shall be paid in connection with each acceptance of subscriptions by us. Under the initial Engagement Agreement, ~~2022~~$15,000 was paid to CIM as a deposit which will be credited against the expense allowance.

~~The~~Upon conclusion ~~promissory~~of ~~note~~the ~~bears~~Offering, ~~interest~~we atwill 8issue to CIM, or its designees, warrants to purchase Series B Preferred shares in an amount equivalent to 6% ~~per~~of ~~annum~~the ~~and~~number asof Series B Preferred Shares issued in the Offering pursuant to the solicitation of ~~September~~CIM 30or its sub-agents, ~~2021~~if ~~and~~any. ~~December~~Such ~~31,~~warrants ~~2020~~will ~~interest~~have an exercise price of $~~23,438~~12.00 per share (120% of the offering price of the Series B Preferred shares). The warrants will not be exercisable in the 180 days following issuance and ~~$12,630,~~exercise ~~respectively,~~rights ~~was~~shall ~~accrued~~expire ~~with~~four years ~~respect~~from todate this ~~loan~~Offering commences. Further, any Series B Preferred Shares issued upon exercise of the warrants may not be converted after such four-year period.

AsNo ofsubscriptions have ~~September~~been 30completed yet, ~~2021~~so ~~and~~no ~~December~~commissions ~~31,~~have ~~2020,~~been ~~the~~paid. ~~balance~~An ~~outstanding~~amendment ~~under~~to the ~~promissory~~Placement ~~note~~Agent ~~was~~Agreement ~~$187,142~~is ~~and~~currently ~~$158,874~~in ~~respectively~~negotiations to amend the terms.

~~During~~Common ~~the~~Stock ~~nine~~Issuance months ended September 30, 2021, a trust controlled by one of our directors, our current officer and principal shareholder advanced to us $22,874 by way of a promissory note to finance our working capital requirements.Obligations

~~The~~Mr. ~~promissory~~Peter Gonzalez, ~~note~~our ~~bears~~CEO/CFO, ~~interest~~will atbe 8%eligible ~~per~~for ~~annum~~the ~~and~~Company stock option program, which is ~~unsecured~~authorized ~~and~~but ~~dues~~yet onto ~~demand~~be defined. In addition to his annual base salary for services provided, Mr. Gonzalez will receive annual stock compensation of 60,000 shares of

~~As of September 30, 2021, interest of $687 was accrued with respect to this loan.~~ 12

AsTable of ~~September 30, 2021, the balance outstanding under this promissory note was $22,874.~~ Contents

common stock. ~~NOTE~~The 7.operation ~~COMMITMENTS~~of &this ~~CONTINGENCIES~~stock compensation plan has not commenced, and consequently no accrual for the cost of these shares has commenced and no shares have been issued to date.

~~Legal~~NOTE ~~Proceedings~~8. SHAREHOLDERS’ DEFICIT

WePreferred ~~were not subject to any legal proceedings during the nine-month periods ended September 30, 2021 or 2020, and, to the best of our knowledge, no legal proceedings are pending or threatened.~~Stock

~~Contractual~~We ~~Obligations~~are authorized to issue 4,000,000 shares of preferred stock with a par value of $0.0001.

~~Lease~~1,000,000 ~~Agreement~~shares of Series A Preferred Stock were designated effective January 17, 2019.

~~During the year ended December 31~~5, ~~2020~~000,000 weshares ~~rented~~of aSeries ~~storage~~B ~~unit~~10% ~~under~~Cumulative Dividend aConvertible ~~month-to-month~~Preferred ~~agreement.~~Stock ~~The~~were ~~rent~~designated ~~was~~effective ~~initially~~December ~~$120~~15, ~~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.~~

~~Employment~~No ~~Agreements~~other series of preferred stock had been designated at March 31 2020 or December 31, 2020.

~~Effective~~Series ~~October~~A 1,Preferred 2018, we entered into three-year employment agreements with two of our directors and officers. Each individual was entitled to a salary of $36,000 per year and bonuses and stock options to be determined and issued at a later date. The employment agreement for one of one of our officers was terminated by mutual agreement effective September 30, 2020. Stock

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

OnAs ~~February~~of ~~23,~~March ~~2021~~31, we2022 ~~entered~~and ~~into~~December ~~a Placement Agent Fee Agreement with CIM Securities~~31, ~~LLC~~2021, 1,000,000 ashares ~~Colorado~~of ~~Limited~~Series ~~Liability Company (“CIM”) for the Regulation~~ A ~~Offering.~~Preferred WeStock ~~agreed~~were toissued ~~pay~~and ~~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~~outstanding.

WeSeries ~~shall~~B ~~pay~~Preferred ~~a three percent (3~~10%) inCumulative ~~non-accountable~~Dividend Convertible ~~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.~~Stock

InNo ~~addition, contingent upon its success in raising funds, CIM Securities will be issued warrants to purchase Preferred~~ shares ~~at sale price~~ of ~~$10.00~~Series ~~for~~B aConvertible ~~period~~Preferred Stock ~~of three years after offering closes. The warrants will be able to be exercised cashless and~~ have ~~piggy-back~~been ~~registration~~issued ~~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~~date. ~~The common stock conversion rights shall be those as the Series B provides in the Certificate of Designation.~~

NoLiquidation ~~placement has been completed as yet and consequently no placement agent fee has been paid at this time.~~ Rights

The ~~NOTE~~Series 8B 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 ~~SHAREHOLDERS’~~per ~~DEFICIT~~share.

~~Preferred~~Conversion ~~Stock~~Rights

WeThe ~~are~~conversion ~~authorized~~price tofor ~~issue~~the ~~4,000,000~~Series ~~shares~~B Preferred Stock shall be 75% of ~~preferred~~the ~~stock~~ten ~~with~~(10) aday ~~par~~average ~~value~~market closing price of common stock, for the previous ten business days, divided into $010.~~0001~~00. ($10.00 / by average market closing price previous ten trading days x 75%) = number of common shares.

12At any time on or after eighteen months after issuance (18 months), immediately upon the listing of our Common Stock on an Approved Stock Exchange pursuant to an effective registration statement under the Securities Act of 1933, and a Form 10/12b Registration, as amended all outstanding shares of the Series B Preferred Stock shall automatically be converted into shares of the Common Stock, at the “Preferred Conversion Rate,” which shall be post reverse-split of the Common Stock as may be necessary for any Exchange listing, and (2) such shares of Series B may not be reissued by us. A condition of this conversion is that a Registration Statement for the conversion shares shall be effective.

~~Table of Contents~~Dividends

The Series B Preferred Stock shall bear dividends, at ten percent (10%) annually, cumulative, based upon a purchase price of $10.00 per share, computed as (10% x $10.00 = $1.00 per share dividend per annum),~~000~~ payable in cash,~~000~~ ~~shares~~on or about December 31 of ~~Series~~each Ayear, ~~Preferred~~from ~~Stock~~the ~~were~~date ~~designated~~of ~~and~~issue. ~~issued~~Payment ~~effective~~in cash shall be made on or before January 1731 following, ~~2019~~at the discretion of the Board.

~~5,000,000~~We ~~shares~~shall pay a Project Participation Dividend to the Series B Preferred Stock record holders (pro rata to the holder’s ownership of the Series B 10Preferred Stock) in cash computed based upon 3% ~~Cumulative~~of ~~Dividend~~the ~~Convertible~~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 ~~were~~is ~~designated~~outstanding. ~~effective~~In ~~December~~the 15event that the Series B Preferred Stock is redeemed or converted during a calendar year, ~~2020~~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.

NoVoting ~~other series of preferred stock had been designated or issued of September 30, 2021 or December 31, 2020.~~Rights

Each holder of shares of the Series AB Preferred Stock shall be entitled to the number of votes equal to the number of shares of the Common Stock into which such shares of the Series B Preferred Stock are then convertible.

~~The 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.~~13

AsTable of ~~September 30, 2021 and December 31, 2020, 1,000,000 shares of Series A Preferred Stock were issued and outstanding.~~Contents

We will have the right, at our option, to redeem all or any portion of the shares of Series B Preferred ~~10%~~Stock. ~~Cumulative~~On ~~Dividend~~the ~~Convertible~~date ~~Stock~~fixed for redemption we shall make payment of the Optional Redemption Amount as calculated below.

On December 15, 2020, we designated 5,000,000 shares of Preferred Stock as Series B Convertible Preferred Stock, with a par value of $0.0001.

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%

NoCommon ~~shares of Series B Convertible Preferred~~ Stock ~~have been issued to date.~~

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

~~The~~No ~~Series~~shares Bof ~~Preferred~~common ~~Stock~~stock ~~has~~were aissued ~~liquidation~~during ~~preference~~the ~~immediately~~three ~~after~~months ~~any~~ended March ~~Senior Securities~~31, as2022 ~~defined~~ and ~~currently the Series A Preferred Stock, and of an amount equal to $10~~2021.~~00 per share.~~

~~Conversion~~As ~~Rights~~of March 31, 2022 and December 31, 2021, 21,525,481 shares of common stock were issued and outstanding.

~~The conversion price for the Series B Preferred~~ Stock shall be 75% of the ten (10) day average market closing price of common stock, for the previous ten business days, divided into $10.00. ($10.00 / by average market closing price previous ten trading days x 75%) = number of common shares.Options

AtWe ~~any~~have ~~time~~an onincentive orstock ~~after~~option ~~eighteen months after issuance (18 months)~~plan, ~~immediately~~which provides ~~upon~~for the ~~listing~~granting ofby ~~our Common Stock on an Approved Stock Exchange pursuant to an effective registration statement under~~ the ~~Securities~~Board ~~Act~~ of ~~1933,~~Directors ~~and a Form 10/12b Registration, as amended all outstanding shares~~ of ~~the~~stock ~~Series~~options Bto ~~Preferred~~directors ~~Stock~~and ~~shall~~officers ~~automatically~~for ~~be converted into shares of~~ the ~~Common~~purchase ~~Stock, at the “Preferred Conversion Rate,” which shall be post reverse-split~~ of ~~the~~authorized ~~Common~~but unissued ~~Stock~~common ~~as may be necessary for any Exchange listing, and (2) such~~ shares. ofNo ~~Series~~stock Boptions ~~may~~have ~~not~~been begranted ~~reissued~~under ~~by us. A condition of~~ this ~~conversion~~plan issince ~~that~~its ~~a Registration Statement for the conversion shares shall be effective~~inception.

~~Dividends~~NOTE 9. SUBSEQUENT EVENTS

The ~~Series~~Company Bevaluated ~~Preferred~~subsequent ~~Stock~~events ~~shall~~after March ~~bear dividends~~31, ~~at ten percent (10%) annually~~2022, ~~cumulative, based upon a purchase price of $10.00 per share, computed as (10% x $10.00 = $1.00 per share dividend per annum), payable~~ in ~~cash,~~accordance onwith orFASB ~~about~~ASC ~~December~~855 31Subsequent ~~of each year~~Events, ~~from~~through the date of ~~issue.~~the ~~Payment~~issuance inof ~~cash~~these ~~shall~~financial bestatements and ~~made~~has ondetermined orthere ~~before~~have ~~January~~been 31no ~~following,~~subsequent atevents ~~the~~for ~~discretion~~which ofdisclosure ~~the~~is ~~Board~~required.

We shall pay a Project Participation Dividend to the Series B Preferred Stock record holders (pro rata to the holder’s ownership of the Series B Preferred Stock) in cash computed based upon 3% of the net sales of our real estate projects, computed annually by March 1 of the following year for the previous year, for so long as the Series B Preferred Stock is outstanding. In the event that the Series B Preferred Stock is redeemed or converted during a calendar year, the dividend above shall be pro-rated for the year up to redemption date or conversion date and paid in following year by March 1.

~~Voting Rights~~ 14

~~Each~~Table ~~holder~~ of shares of the Series B Preferred Stock shall be entitled to the number of votes equal to the number of shares of the Common Stock into which such shares of the Series B Preferred Stock are then convertible.Contents

We will have the right, at our option, to redeem all or any portion of the shares of Series B Preferred Stock. On the date fixed for redemption we shall make payment of the Optional Redemption Amount as calculated below.

Table of Contents

Redemption Period	Redemption Percentage
1. The period beginning on the date of the issuance of shares of Series B Preferred Stock (the “Issuance Date”) and ending on the date which is one (1) year following the Issuance Date.	130%
2. The period beginning on the date which is one (1) year and one day following the Issuance Date and ending on the date which is two (2) years following the Issuance Date.	120%
3. The period beginning on the date which is two (2) years and one day following the Issuance Date and ending on the date which is three (3) years following the Issuance Date.	110%
4. The period beginning on the date that is three (3) years and one day from the Issuance Date and ending ten (10) years following the Issuance Date.	100%

Common Stock

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

No shares of common stock were issued during the nine months ended September 30, 2021 or 2020.

In both our Form 10-Q for the three and nine months ended September 30, 2020, filed on November 16, 2020 and our Form 8-K 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 2022.

As of September 30, 2021 and December 31, 2020, 21,525,481 shares of common stock were issued and outstanding.

Stock Options

We have an incentive stock option plan, which provides for the granting by the Board of Directors of stock options to directors and officers for the purchase of authorized but unissued common shares. No stock options have been granted under this plan since its inception.

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events after September 30, 2021, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined there have been no subsequent events for which disclosure is required.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements and Associated Risks.

This Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-Q 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.

Based on our financial history since inception, ~~our~~ our auditor has expressed substantial doubt as to our ability to continue as a going concern in their auditors’ report on our December 31, 2021 and 2020 financial statements. As reflected in the accompanying financial statements, as of ~~September~~March 3031, ~~2021~~2022, we had an accumulated deficit totaling $~~431~~492,~~734~~988. This raises substantial doubts about our ability to continue as a going concern.

Plan of Operation

We intend to be engaged in the real estate and land development business in the United States.

On June 1, 2021, Stratus Capital on behalf of itself, its respective heirs, executors, administrators, agents, and assignees, Stratus Summit Trail, LLC, (referred to as “Summit”), the Richard and Reagan Dean Family Partnership, LLLP (referred to as “RRDFPLLLP”) and Denver Digital Hub, LLC (referred to as “DDH”) (collectively referred to herein as the “Party” or “Parties.”) entered into a Purchase Agreement (“Purchase Agreement”).

Stratus Capital has agreed to acquire the Interest owned by RRDFPLLLP and DDH of Summit of which Summit owns a total of 21 ~~buildings~~building lots as identified as Exhibit A to the Purchase Agreement within Grand County, town of Fraser, Colorado (“Subject Property”). Stratus Capital agreed that the continuing engineering, architectural or entitlement improvements are to be assigned to Summit if Stratus Capital does not fully pay the Promissory Note (‘the Note’) issued in respect of this transaction as per its terms and provisions as described below.

The purchase price is equal to $60,000 per lot, or 21 lots equal to $1,260,000 adjusted for any site or infrastructure costs as agreed upon by the Parties.

Stratus Capital was to fully pay the Note on or before October 31, 2021, or as agreed by the Parties. This repayment date ~~has~~was subsequently ~~been~~ extended to March 30, 2022 and now further to July 30, 2022. As denoted within the Deed of Trust of the Note, RRDFPLLLP and DDH will retain a security interest within the Subject Property until the Note is fully paid per its terms and provisions.

The Closing date shall be 30 days from the date of the Purchase Agreement (unless extended by mutual agreement), title will be provided free and clear with exception of debt assumption and the Note and a special warranty deed is agreed upon by the Parties. Closing of the transaction is formally pending audit of Summit, but Stratus Capital is actively managing the project under a management agreement. The Closing date was subsequently extended to September 30, 2021, then to March 30, 2022, and then now further to ~~March~~July 30, 2022, by mutual consent.

Simultaneously with the execution of the Purchase Agreement, Stratus Capital executed and issued a Promissory Note (“Note”) with personal guarantee of Peter Gonzalez, our CEO, (“Gonzalez”) to RRDFPLLLP and DDH as consideration for the Purchase Agreement. The Note is for the principal sum of One Million Two Hundred Sixty Thousand Dollars and No/100ths Dollars ($1,260,000.00), together with interest on the unpaid principal balance from the date hereof, until paid, at the rate of six percent (6%) per annum. The Note becomes effective upon the Closing date of the Purchase Agreement.

The Parties also agree that as consideration for services provided within the normal course of business since 2019 or initial acquisition of the Subject Property by Summit, a development fee is due and payable to Willamette Group Trust (“WGT”) equal to $12,500 per lot or $262,500 which is excluded from proceeds due to Seller pursuant to 1(d) of the Purchase Agreement. WGT is a related party, controlled by Stratus Capital principal Gonzalez and WGT agrees that all fees due to itself shall be waived if Stratus Capital does not ~~perform on the terms and provisions of the Note. The agreement with WGT becomes effective upon the Closing date of the Purchase Agreement.~~

Table of Contents

perform on the terms and provisions of the Note. The agreement with WGT becomes effective upon the Closing date of the Purchase Agreement.

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

Current Projects

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

Our procedure for contracting for projects:

The identified projects are sought and generated by Peter Gonzalez, our CEO, 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 environmental 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.

Accordingly, there are 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 with no markups, and no additional consideration to Mr. Gonzalez.

Project Criteria:

The Company cannot predict or project any profits on any project as it has no history of development. Our project consideration criteria involve three primary elements:

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

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

3. Timely availability of financing for the project costs-equity, bank funding, or a combination, in many instances.

Of course, there are many other subordinate considerations such as zoning, utilities, product selection and design, environmental, marketing strategies, that are somewhat variable to individual projects, and cannot be uniformly predicted, or estimated.

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We are seeking funding through a Regulation A offering currently filed with the SEC on Form 1-A through CIM Securities. The offering is not yet qualified under Regulation A.

Summary of current development projects under consideration:

Davis Road Apartments, Washington Park Townhomes, Grand Oaks Preserve Condos, Dade City Mixed-Use, Dade City Office, Sligh Avenue Townhomes, Skiff Point Condos, Gulf to Bay Apartments, Reunion Station Townhomes, Miller Street Station Townhomes, Summit Trail Townhomes, CentrePointe Mixed Use, and Delantero Apartments. All projects are located in the Metro Denver and Mountain Resort markets of Colorado and Metro Tampa and SW Florida markets which are experiencing continuing expansion in employment, residential and commercial development, population growth and resulting housing demand.

Business Strategy

Our long-term strategy:

• Pursuing opportunities within our core markets;

• Developing high-quality relationships with our asset partners;

• Maintaining a cost-efficient culture; and

• Appropriately balancing risk and opportunity.

We are 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.

We intend to acquire our assets in core locations where we can target maximizing long-term shareholder value and operate our business to capitalize on market appreciation and mitigate risks from economic downturns as we recognize the cyclical nature of the 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.

We intend to execute this strategy by:

• Increasing our existing land supply through expanding market presence;

• Combining land acquisition and development expertise with development operations;

• Maintaining an efficient capital structure;

• Selectively investing in joint-ventures, partnerships and lending opportunities; and

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

Land and Development Strategies

Community development includes the acquisition and 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.

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 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.~~

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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.

Community Integration

We intend to complement 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 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.

Sources and Availability of Raw Materials

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.

Trades and Labor

Our construction, land and purchasing teams will coordinate subcontracting services and supervise all aspects of construction work and quality control. We intend to act as a general contractor for residential projects.

Subcontractors perform construction and land development scopes of work, generally under fixed-price contracts. The availability of labor, specifically as it relates to qualified tradespeople, at reasonable prices can be challenging in some markets as the supply chain responds to uneven industry growth and other economic factors that affect the number of people in the workforce.

Procurement and Construction

We plan to have a comprehensive procurement program that leverages our size and regional presence to achieve efficiencies and cost savings. Our procurement objective is to maximize cost and process efficiencies to ensure consistent utilization of established contractual arrangements.

Sales and Marketing

Our marketing 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 central element of our marketing platform is our web presence at www.StratusCap.com. The main purpose of this website is to connect with potential customers.

Competition

The 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.

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 all sizes is based on a number of interrelated factors, including location, lot sizes, reputation, amenities, floor plans, design, quality and price.

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RESULTS OF OF OPERATIONS FOR THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2021~~2022 COMPARED TO THE THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2020~~2021

We are a publicly are a quoted real estate development company seeking to develop or redevelop residential, commercial or mixed-use properties

Revenue

We recognized no revenue during the three-month periods ended ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021 as we had no revenue generating activities during these periods.

General and Administrative Expenses

During the three months ended ~~September~~March 3031, ~~2021~~2022, we incurred general and administrative expenses of $2027,~~460~~387 compared to $3033,~~106~~656 during the same period ended ~~September~~March 3031, ~~2020~~2021, a decrease of $96,~~646~~269. The decrease ~~comprised~~is ~~$9,000~~due into ~~officer~~a ~~compensation~~decrease ~~and~~of $28,~~912~~264 in professional fees ~~which~~, ~~were~~ partially offset by a $21,~~195~~512 increase in travel ~~expenses~~costs and a $71483 increase in office ~~expenses~~costs. The decrease in ~~officers’ compensation~~professional ~~arose~~fees ~~due~~related to the fact ~~resignation~~that induring ~~one~~the ofthree ~~our~~months ~~officers~~ended ~~effective~~March ~~September 30~~31, ~~2020.~~2021 ~~The~~we ~~decrease~~incurred insignificant ~~professional~~ fees ~~arose due to a net $5,730 write back~~ in ~~architectural~~respect ~~fees, a reduction~~ of ~~$4,000~~our inproposed ~~legal~~fund ~~fees~~raising ~~and a $331 decrease in other professional fees,~~activities ~~partially~~that ~~offset~~were bynot aincurred ~~$3,945~~during ~~increase~~the inthree ~~accounting~~months ~~and~~ended ~~auditing~~March ~~fees and a $3~~31,~~204~~ ~~increase~~2022. ~~in SEC filing fees~~

Operating Loss

During the three months ended ~~September~~March 3031, ~~2021~~2022, we incurred an operating loss of $2027,~~460~~387 compared to an operating loss of $3033,~~106~~656 during the three months ended ~~September~~March 3031, ~~2020~~2021 due to the factors described above.

~~Interest and~~ Other Income (Expenses)

During the three months ended ~~September~~March 3031, ~~2021~~2022, we incurred $4,~~168~~247 in related party interest expense compared to $23,~~836~~431 for the same period ended ~~September 30~~March 31, ~~2020~~2021, an increase of $~~1,332~~813. The increase arose due to the increase in the balance of the loans outstanding with the related parties from $~~147~~185,~~710~~342 as of ~~September~~March 3031, ~~2020~~2021 to $~~210~~216,~~016~~581 as of ~~September~~March 3031, ~~2021~~2022.

Loss before Income Tax

During the three months ended ~~September~~March 3031, ~~2021~~2022, we incurred a net loss before income taxes of $2431,~~628~~634 compared to $3237,~~942~~087 for the three months ended ~~September~~ 30March 31, ~~2020~~2021 due to the factors discussed above.

Provision for Income Tax

No provision for income taxes was recorded during the three months ended ~~September~~March 3031, ~~2021~~2022 or ~~2020~~2021 as we incurred taxable losses in both periods.

Net Loss

During the three months ended ~~September~~March 3031, ~~2021~~2022, we incurred a net loss of $2431,~~628~~634 compared to $3237,~~942~~087 for the three months ended ~~September~~March 3031, 2021 ~~2020~~ due to the factors discussed above.

~~RESULTS OF~~CASH ~~OPERATIONS FOR NINE MONTHS ENDED SEPTEMBER 30, 2021 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2020~~FLOW

WeAt ~~are~~March a31, ~~publicly quoted~~2022, ~~real~~we ~~estate~~did ~~development~~not ~~company~~have ~~seeking~~any torevenue generating ~~develop~~activities or ~~redevelop~~other ~~residential~~sources of income and we had negative working capital of $499,914 ~~commercial~~and oran ~~mixed-use~~accumulated ~~properties~~deficit of $492,988.

Revenue

	Three Months Ended			Three Months Ended
	March 31, 2022			March 31, 2021
Net Cash Used in Operating Activities	$	(2,488	)	$	(25,932	)
Net Cash Flows from Investing Activities		—			—
Net Cash Flows from Financing Activities		2,465			26,468
Net Increase in Cash and Cash Equivalents	$	(23	)	$	516

We recognized no revenue during the nine-month periods ended September 30, 2021 and 2020 as we had no revenue generating activities during these periods.

General and Administrative Expenses

During the nine months ended September 30, 2021, we incurred general and administrative expenses of $101,178 compared to $98,274 during the same period ended September 30, 2020, an increase of $2,904. The increase comprised a $27,788 increase in professional

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fees and a $2,195 increase in travel expenses largely offset by a $27,000 decrease in officers’ compensation and a $79 decrease on office expense. The decrease in officers’ compensation arose due to the resignation of one of our officers effective September 30, 2020. The increase in professional fees arose due to a $24,000 increase in fees related to our proposed Reg A fundraising, a $3,000 increase in OTC fees, a $2,673 increase in architectural fees, a $2,664 increase in audit fees, a $1,507 increase in SEC filing fees and a $944 increase on other professional fees offset by a $7,000 decrease in legal fees.

Operating Loss

During the nine months ended September 30, 2021, we incurred an operating loss of $101,178 compared to an operating loss of $98,274 during the nine months ended September 30, 2020 due to the factors described above.

Interest and Other Income (Expenses)

During the nine months ended September 30, 2021, we incurred $11,494 in related party interest expense compared to $7,256 for the same period ended September 30, 2020, an increase of $4,238. The increase arose due to the increase in the balance of the loans outstanding with the related parties from $147,710 as of September 30, 2020 to $210,016 as of September 30, 2021.

Loss before Income Tax

During the nine months ended September 30, 2021, we incurred a net loss before income taxes of $112,672 compared to $105,530 for the nine months ended September 30, 2020 due to the factors discussed above.

Provision for Income Tax

No provision for income taxes was recorded during the nine months ended September 30, 2021 or 2020 as we incurred taxable losses in both periods.

Net Loss

During the nine months ended September 30, 2021, we incurred a net loss of $112,672 compared to $105,530 for the nine months ended September 30, 2020 due to the factors discussed above.

CASH FLOW

At September 30, 2021, we did not have any revenue generating activities or other sources of income and we had negative working capital of $438,660 and an accumulated deficit of $431,734.

	Nine Months Ended			Nine Months Ended
	September 30, 2021			September 30, 2020
Net Cash Used in Operating Activities	$	(50,850	)	$	(47,621	)
Net Cash Flows from Investing Activities		—			—
Net Cash Flows from Financing Activities		51,142			47,733
Net Increase in Cash and Cash Equivalents	$	292		$	112

Operating Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022, we incurred a net loss of $~~112~~31,~~672~~634 which after adjustments for ana ~~increase~~decrease in prepaid expenses of $~~875~~1,375, an increase in accounts payable of $2114,~~702~~523 and an increase in accrued expenses – related parties of $4013,~~955 resulted~~248 resulted in net cash of $502,~~850~~488 being used in operations.

By comparison, during the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021, we incurred a net loss of $~~105~~37,~~530~~087 which after adjustments for an ~~increase~~a decrease in prepaid expenses of $41,~~875~~625, ana ~~increase~~decrease in accounts payable of $12,~~527~~921 and an increase in accrued expenses – ~~related~~ related parties of $6112,~~257~~431 resulted in net cash of $4725,~~621~~932 being used in operations.

Investing Activities

During the ~~nine~~three months ~~period~~ ended ~~September~~March 3031, ~~2021~~2022 and ~~2020~~2021, we had no investing activities.

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Financing Activities

During the ~~nine~~ three months ended ~~September~~March 3031, ~~2021~~2022, we received a total of $512,~~142~~465 ~~by way of promissory notes from two related parties~~ to ~~finance~~fund our working capital requirements. ~~We received $28,268~~ by way of a promissory note from a ~~partnership~~trust controlled by one of our directors, ~~who was a former officer of the company and the former principal shareholder and a further $22,874 by way of a promissory from a trust controlled by another of~~ our ~~directors, our~~ current officer and principal shareholder

By comparison, during the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021, we received a total of $4726,~~733~~468 by way of ~~loan~~promissory notes from two related parties to finance our working capital requirements. We received $18,268 by way of a promissory note from a partnership controlled by one of our directors, who was ~~formerly an~~a former officer of the ~~Company~~company and the former principal shareholder and a further $8,200 by way of a promissory from a trust controlled by another of our directors, our current officer and principal shareholder.

We are 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 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.

CRITICAL ACCOUNTING POLICIES

All companies are required to include a discussion of 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.

Our significant accounting policies are described in Note 3 of our Financial Statements on page 9. 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

InWe are likely to face inflationary increases on the ~~opinion~~cost of ~~management~~materials which we will use in our proposed operations, which may adversely affect our margins and financial results. The inflationary pressures are in both the larger economy and in the industries related to real estate development in which we propose to operate. This inflation ~~has~~is ~~not~~reflected in higher wages, increased pricing of materials and generally higher prices across all sectors of the economy. As we move forward, we plan to continuously monitor our various contract terms and may decide to add clauses that will ~~not~~permit ~~have~~us ato ~~material~~adjust ~~effect~~pricing if inflation and price increase pressures on us will impact our ~~operations~~ability into ~~the~~perform our ~~immediate~~contracts ~~future~~and maintain our margins.

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

Off-Balance Sheet Arrangements

Per SEC regulations, we are required to disclose ~~our~~ our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, ~~such~~ such as changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. As of ~~September~~March 3031, ~~2021~~2022, we have no off-balance sheet arrangements.

Recently Issued Accounting Pronouncements

We have ~~reviewed~~ reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these ~~pronouncements will have a material impact on our financial statements.~~

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pronouncements will have a material impact on our financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be 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/principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

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Management has carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures and determined that they are ineffective. Due to the lack of personnel and outside directors, management acknowledges that there are deficiencies in these controls and procedures. The Company anticipates that with further resources, the Company will expand both management and the board of directors with additional officers and independent directors in order to provide sufficient disclosure controls and procedures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control ~~over~~ over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended ~~September~~March 3031, ~~2021~~2022, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We were not subject to any legal proceedings during the ~~nine~~three-month periods ended ~~September~~March 3031, ~~2021~~2022 or ~~2020~~2021, and, to the best of our knowledge, no legal proceedings are pending or threatened.

Item 1a. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not Applicable.

Item 5. Other Information

None.

2221

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Item 6. Exhibits

Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

Exhibit No.		Description
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
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 - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities 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.
	(Registrant)
Dated: January 18, 2022	By:	/s/ Pedro C. Gonzalez
Dated: August 8, 2022	By:	/s/ Pedro C. Gonzalez
		Pedro C. Gonzalez
		Chief Executive Officer, Principal Executive
		Chief Executive Officer, Principal Executive Officer and Chief Financial Officer, Principal Accounting Officer
		Officer and Chief Financial Officer, Principal Accounting Officer

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