UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 7, 2010 (January 1, 2010)
 
STRATOS RENEWABLES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
   
Nevada
(State or Other Jurisdiction of Incorporation)
   
000-1321517
20-1699126
(Commission File Number)
(IRS Employer Identification No.)
   
9440 Santa Monica Blvd., Suite 401
 
Beverly Hills, California
90210
(Address of Principal Executive Offices)
(Zip Code)
   
(310) 402-5910
(Registrant's Telephone Number, Including Area Code)
   
   
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below):
 
o
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 4.01      Changes in Registrant’s Certifying Accountant.

The registrant was notified that, effective January 1, 2010, certain partners of Moore Stephens Wurth Frazer and Torbet, LLP (“MSWFT”) and Frost, PLLC (“Frost”) formed Frazer Frost, LLP (“Frazer Frost”), a new partnership.  Pursuant to the terms of a combination agreement by and among MSWFT, Frazer Frost, and Frost (the “Combination Agreement”), each of MSWFT and Frost contributed all of their assets and certain of their liabilities to Frazer Frost, resulting in Frazer Frost assuming MSWFT’s engagement letter with the registrant and becoming the registrant’s new independent accounting firm.  As of the date of this Current Report on Form 8-K, Frazer Frost is registered with the Public Company Accounting and Oversight Board (PCAOB).

The audit reports of MSWFT on the financial statements of the registrant as of and for the years ended December 31, 2008 and December 31, 2007 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows:

 
(1)
In MSWFT’s report dated April 14, 2009 for the financial statements for the registrant’s fiscal year ended December 31, 2008, MSWFT indicated that:  “The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the consolidated financial statements, the Company has negative working capital and the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

 
(2)
In MSWFT’s report dated March 28, 2008 for the financial statements for the registrant’s fiscal year ended December 31, 2007, MSWFT indicated that:  “The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company’s working capital deficit raises substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

During the registrant’s two (2) most recent fiscal years ended December 31, 2008 and 2007 and through January 1, 2010, the registrant did not consult with Frazer Frost on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the registrant’s financial statements, and Frazer Frost did not provide either a written report or oral advice to the registrant that was an important factor considered by the registrant in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
 
 
 
 

In connection with the audits of the registrant’s financial statements for the fiscal years ended December 31, 2008 and 2007 and through the date of this Current Report, there were: (i) no disagreements between the registrant and MSWFT on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of MSWFT, would have caused MSWFT to make reference to the subject matter of the disagreement in its reports on the registrant’s financial statements for such years, and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

The registrant provided MSWFT a copy of the disclosures in this Current Report and requested that MSWFT furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not MSWFT agrees with the registrant’s statements in this Item 4.01.  A copy of the letter dated January 7, 2010, furnished by MSWFT in response to that request, is filed as Exhibit 16.1 to this Current Report.

Item 9.01      Financial Statements and Exhibits.

(d)             Exhibits

Exhibit No.
 
Exhibit Description
     
16.1
 
Letter from Moore Stephens Wurth Frazer and Torbet, LLP to the U.S. Securities and Exchange Commission, dated January 7, 2010
 
 
 
 
 
SIGNATURE
 
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.
 
Dated:  January 7, 2010 STRATOS RENEWABLES CORPORATION  
       
 
By:
/s/ Valerie A. Broadbent  
    Valerie A. Broadbent   
    Corporate Secretary  
 
 
 
 
 
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