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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

(Amendment #1)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2023

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to __________

 

Commission File No. 000-53187

 

Stratos Renewables Corporation
(Exact name of registrant as specified in its charter)

 

Nevada   20-1699126

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

 

3535 Executive Terminal Drive

Henderson, NV 89052

(Address of principal executive offices)

 

(702) 840-4433

(Registrant’s telephone number, including area code)

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $.001   SRNW   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, and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No

 

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

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

 

As of November 13, 2023, there were 49,005,865 shares outstanding of the registrant’s common stock, par value $.001 per share, issued and outstanding.

 

 

 

 
 

 

TABLE OF CONTENTS

 

      Page
Special Note Regarding Forward-Looking Statements and Other Information Contained in this Report   ii
       
  PART I – FINANCIAL INFORMATION   F-1
       
Item 1. Condensed Consolidated Financial Statements   F-1
       
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   1
       
Item 3. Quantitative and Qualitative Disclosures About Market Risk   6
       
Item 4. Controls and Procedures   6
       
  PART II – OTHER INFORMATION   7
       
Item 1. Legal Proceedings   7
       
Item 1A. Risk Factors   7
       
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   7
       
Item 3. Defaults Upon Senior Securities   7
       
Item 4. Mine Safety Disclosures   7
       
Item 5. Other Information   7
       
Item 6. Exhibits   8
       
Signatures     9

 

-i-

 

Explanatory Note

 

Stratos Renewables Corporation (“Stratos”) is filing this amendment No. 1 to the Form 10-Q filed November 13, 2023 for the period ended September 30, 2023 (the “Prior 10-Q). The Prior 10-Q failed to disclose the cancellation of 38,609,485 shares of Stratos Renewables Corporation common stock on August 16, 2023, in accordance with a court order sought by George Sharp, President and CEO of Stratos Renewables Corporation. Except to reflect the cancellation of these shares of common stock, there are no other changes to the Prior 10-Q.

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

AND OTHER INFORMATION CONTAINED IN THIS REPORT

 

This Quarterly Report on Form 10-Q/A (this “Form 10-Q/A”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may” or other similar expressions in this Form 10-Q/A. In particular, these include statements relating to future actions; prospective products, applications, customers and technologies; future performance or results of anticipated products; anticipated expenses; and projected financial results. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

 

  our ability to continue as a going concern;
     
  our operating expenses exceed our revenues and will likely continue to do so for the foreseeable future;
     
  our ability to obtain additional capital, which may be difficult to raise as a result of our limited operating history or any number of other reasons;
     
  competition;
     
  general economic conditions and events and the impact they may have on us; and
     
  other factors discussed in this Form 10-Q/A.

 

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Form 10-Q/A that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make or collaborations or strategic partnerships we may enter into.

 

You should read this Form 10-Q/A and the documents that we have filed as exhibits to this Form 10-Q/A completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Unless otherwise stated or the context otherwise requires, the terms “Stratos Renewables Corporation” “we,” “us,” “our” and the “Company” refer collectively to Stratos Renewables Corporation and its subsidiaries, if any.

 

-ii-

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

STRATOS RENEWABLES CORPORATION

CONDENSED BALANCE SHEETS

 

  

September 30,

2023 (Restated)

  

December 31,

2022

 
   (unaudited)     
ASSETS          
CURRENT ASSETS          
Cash  $106,975   $- 
Total current assets   106,975    - 
           
Total non-current assets   -    - 
TOTAL ASSETS  $106,975   $- 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
CURRENT LIABILITIES          
Accounts payable  $4,424   $6,369 
Accounts payable – related party   -    190,920 
Total current liabilities   4,424    197,289 
           
TOTAL LIABILITIES   4,424    197,289 
           
STOCKHOLDERS’ EQUITY (DEFICIT)          
Preferred stock, par value $0.001; 50,000,000 shares authorized; 300,000 and 300,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively   300    300 
Common stock, par value $0.001; 350,000,000 shares authorized, 49,005,865 and 84,015,350 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively   49,006    84,015 
Additional paid in capital   3,099,871    2,200,862 
Accumulated deficit   (3,046,626)   (2,482,466)
Total stockholders’ equity (deficit)   102,551    (197,289)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)  $106,975   $- 

 

See notes to condensed financial statements.

 

F-1

 

STRATOS RENEWABLES CORPORATION

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

 

   2023 (Restated)   2022 
         
REVENUES  $-   $- 
           
COST OF REVENUES   -    - 
           
GROSS PROFIT   -    - 
           
OPERATING EXPENSES:          
Professional fees   243,895    520,942 
Related party consulting expense for common stock   319,000    1,500,000 
General and administrative   1,265    - 
Total operating expenses   564,160    2,020,942 
LOSS FROM OPERATIONS BEFORE BENEFIT (PROVISION) FOR INCOME TAXES   (564,160)   (2,020,942)
BENEFIT (PROVISION) FOR INCOME TAXES   -    - 
NET LOSS  $(564,160)  $(2,020,942)
           
NET LOSS PER SHARE          
Basic and diluted  $(0.007)  $(0.012)
           
SHARES USED IN CALCULATION OF NET LOSS PER SHARE          
Basic and diluted   78,076,755    164,870,896 

 

See notes to condensed financial statements.

 

F-2

 

STRATOS RENEWABLES CORPORATION

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

 

   2023 (Restated)   2022 
         
REVENUES  $-   $- 
           
COST OF REVENUES   -    - 
           
GROSS PROFIT   -    - 
           
OPERATING EXPENSES:          
Professional fees   198,196    28,574 
Related party consulting expense for common stock   319,000    - 
General and administrative   1,265    - 
Total operating expenses   518,461    28,574 
LOSS FROM OPERATIONS BEFORE BENEFIT (PROVISION) FOR INCOME TAXES   (518,461)   (28,574)
BENEFIT (PROVISION) FOR INCOME TAXES   -    - 
NET LOSS  $(518,461)  $(28,574)
           
NET LOSS PER SHARE          
Basic and diluted  $(0.008)  $(0.001)
           
SHARES USED IN CALCULATION OF NET LOSS PER SHARE          
Basic and diluted   66,393,216    26,354,096 

 

See notes to condensed financial statements.

 

F-3

 

STRATOS RENEWABLES CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

 

   2023   2022 
         
Cash flows from operating activities:          
Net loss  $(564,160)  $(2,020,942)
Adjustments to reconcile net loss to net cash (used in) operating activities:          
Common shares accrued for services-related party   145,000    1,500,000 
Common shares issued for consulting – non-related parties   319,000    450,000 
Changes in assets and liabilities          
Accounts payable – related party   (190,920)   115,159 
Accounts payable and accrued expenses   (1,945)   (44,217)
Net cash (used in) operating activities   (293,025)   - 
           
Cash flows from financing activities:          
Proceeds from issuance of common stock   400,000       - 
Net cash provided by financing activities   400,000    - 
NET INCREASE (DECREASE) IN CASH   106,975    - 
Cash – beginning of period   -    - 
Cash – end of period  $106,975   $- 
           
SUPPLEMENTAL DISCLOSURES:          
Cash paid for interest  $-   $- 
Cash paid for income taxes  $-   $- 

 

See notes to condensed financial statements.

 

F-4

 

STRATOS RENEWABLES CORPORATION

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

NINE MONTHS ENDED SEPTEMBER 30, 2023 (Restated) AND 2022

 

                                    
   Preferred   Common  

Additional

Paid-In

   Accumulated     
   Shares   Amount   Shares   Amount   Capital   Deficit   Total 
Balances at December 31, 2021   300,000   $300    1,175,883,365   $1,175,883   $(841,006)  $(388,036)  $(52,859)
                                    
Net loss for the period        -    -    -    -    (26,775)   (26,775)
                                    
Balances at March 31, 2022   300,000    300    1,175,883,365    1,175,883    (841,006)   (414,811)   (79,634)
                                    
Shares issued for consulting services to related and non-related parties   -    -    6,500,000    6,500    1,943,500    -    1,950,000 
                                    
Net loss for the period   -    -    -    -    -    (1,965,593)   (1,965,593)
                                    
Balances at June 30, 2022   300,000    300    1,182,383,365    1,182,383    1,102,494    (2,380,404)   (95,227)
                                    
Shares cancelled by court order   -    -    (1,098,368,015)   (1,098,368)   1,098,368    -    - 
                                    
Net loss for the period   -    -    -    -    -    (28,574)   (28,574)
                                    
Balances at September 30, 2022   300,000   $300    84,015,350   $84,015   $2,200,862   $(2,408,978)  $(123,801)
                                    
Balances at December 31, 2022   300,000   $300    84,015,350   $84,015   $2,200,862   $(2,482,466)  $(197,289)
                                    
Net loss for the period   -    -    -    -    -    (33,326)   (33,326)
                                    
Balances at March 31, 2023   300,000    300    84,015,350    84,015    2,200,862    (2,515,792)   (230,615)
                                    
Net loss for the period   -    -    -    -    -    (12,373)   (12,373)
                                    
Balances at June 30, 2023   300,000    300    84,015,350    84,015    2,200,862    (2,528,165)   (242,988)
                                    
Shares issued to related party for consulting services   -    -    1,100,000    1,100    317,900    -    319,000 
                                    
Shares issued to non-related parties for consulting services   -    -    500,000    500    144,500    -    145,000 
                                    
Shares issued for cash   -    -    2,000,000    2,000    398,000    -    400,000 
                                    
Shares cancelled by court   

-

    

-

    

(38,609,485

)   

(38,609

)   

38,609

    

-

    

-

 
                                    
Net loss for the period   -    -    -    -    -    (518,461)   (518,461)
                                    
Balances at September 30, 2023   300,000   $300    49,005,865   $49,006   $3,099,871   $(3,046,626)  $102,551 

 

  (a) The Company did not over issue their common stock; this is the result of the 5:1 forward split. Per SAB Topic 4C, the Company is required to retroactively reflect the stock split.

 

See notes to condensed financial statements.

 

F-5

 

STRATOS RENEWABLES CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2023 (Restated) AND 2022

 

NOTE 1- NATURE OF OPERATIONS

 

Nature of Operations

 

Stratos Renewables Corporation (the “Company”) was incorporated in the State of Nevada on September 29, 2004. The Company was a development import/export business in products derived from hydrocarbons and bio-fuels. They ceased doing business and dissolved on May 27, 2014. On June 15, 2021, the Company was revived and is exploring opportunities to identify targets for acquisition.

 

On September 16, 2022, the Board of Directors approved a 5:1 forward stock split. A Preliminary 14C was filed on October 11, 2022, and the forward split was effective on December 15, 2022.

 

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

These condensed financial statements are presented as unaudited and in United States dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company believes that these financial statements present fairly, in all material respects, the financial position of the Company and the results of its operations and cash flows for the periods presented.

 

NOTE 3-STOCKHOLDERS’ DEFICIT

 

There were no common or preferred stock transactions since the Company was dissolved in 2014 until December 2021 when the Company issued 300,000 shares of Series B Preferred Stock as noted below.

 

The Company on December 10, 2021 amended their articles of incorporation to include a certificate of designation for a Series B Preferred Stock that is not convertible, but has voting rights of 50,000 votes per 1 share. These shares were issued to the officer of the Company in December 2021.

 

On July 1, 2021, the Company entered into an agreement with its officer to provide services to the Company. The officer was obligated to pay $50,000 plus provide services valued at an additional $50,000 for the issuance of 300,000 shares of a newly formed series of preferred stock (Series B). The only rights the Series B preferred Shares have are voting rights equivalent to 50,000 votes for each share. These shares are not convertible into any other series of authorized stock of the Company and are not redeemable. The Series B Preferred Shares were deemed issued as of the date of the agreement, however there were administrative delays in forming this new series and amending the certificate of incorporation. The Company has reflected these shares as equity and noted that they are accrued. The Certificate of Incorporation was amended on December 10, 2021 and the 300,000 shares were issued upon this amendment.

 

On June 27, 2022, the Company issued 5,000,000 common shares to the Chief Executive Officer and 1,500,000 common shares to consultants for services rendered valued at $0.30 per share, or $1,950,000.

 

On July 5, 2022 in District Court of Clark County, Nevada, the Motion to Cancel 1,098,368,015 shares of the Company’s common stock was approved.

 

On September 16, 2022, the Board of Directors approved a 5:1 forward stock split. A Definitive Schedule 14C was filed on November 14, 2022, and the forward split was effective on December 15, 2022.

 

On August 14, 2023, the Company issued 1,100,000 shares to related parties and 500,000 shares to non-related parties valued at $464,000 for services rendered.

 

On August 16, 2023, in accordance with the Order by the District Court of Clark County, Nevada (Case No.: A-22-862558-B) on a motion sought by the Company, the Company cancelled 38,609,845 issued and outstanding shares of its common stock.

 

On August 23, 2023, the Company issued 2,000,000 shares and 4,000,000 warrants to a company for $400,000 pursuant to a Stock Purchase and Share Subscription Agreement. The agreement was with a related party as the CEO and Director is the CEO and Director of both companies.

 

As of September 30, 2023 and December 31, 2022, the Company has 49,005,865 and 84,015,350 shares of common stock issued and outstanding, respectively.

 

There are no stock options outstanding as of September 30, 2023 and December 31, 2022.

 

The Company issued 2,000,000 warrants at a strike price of $0.30 that expire December 31, 2024 and 2,000,000 warrants with a strike price of $0.50 that expire December 31, 2026. As of September 30, 2023, the share price was $0.304, an intrinsic value of $416,000.

 

F-6

 

NOTE 4 – GOING CONCERN

 

The Company concluded that due to the change in management and revival of the entity, and the fact that the Company has yet to conduct meaningful operations as they search for a merger candidate, these conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financial statements are issued.

 

Management intends to identify potential merger candidates to provide operating revenues and profitability. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. Even though management believes this plan will allow the Company to continue as a going concern, there are no guarantees to the successful execution of this plan.

 

These condensed financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time.

 

Impact of COVID-19

 

The COVID-19 pandemic has not had a material impact on the Company, particularly due to our lack of operations.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

On July 1, 2021, the Company entered into an agreement with its officer to provide services to the Company. The officer was obligated to pay $50,000 plus provide services valued at an additional $50,000 for the issuance of 300,000 shares of a newly formed series of preferred stock (Series B). The only rights the Series B preferred Shares have are voting rights equivalent to 50,000 votes for each share. These shares are not convertible into any other series of authorized stock of the Company and are not redeemable. The Series B Preferred Shares were deemed issued as of the date of the agreement, however there were administrative delays in forming this new series and amending the certificate of incorporation. The Company has reflected these shares as equity and noted that they are accrued. The Certificate of Incorporation was amended on December 10, 2021 and the 300,000 shares were issued upon this amendment.

 

The Company issued 5,000,000 shares of common stock to the Chief Executive Officer for services rendered on June 27, 2022.

 

The Company issued 1,100,000 shares of common stock to two of its officers for services rendered valued at $319,000.

 

On August 23, 2023, the Company issued 2,000,000 shares and 4,000,000 warrants to a company for $400,000 pursuant to a Stock Purchase and Share Subscription Agreement. The agreement was with a related party as the CEO and Director is the CEO and Director of both companies.

 

NOTE 6: SUBSEQUENT EVENTS

 

In accordance with ASC 855-10-50-1, the Company has evaluated subsequent events through November 13, 2023 which is the date that the condensed financial statements were issued.

 

F-7

 

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

 

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and the notes to those financial statements appearing elsewhere in this Report.

 

Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

 

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

The “Company,” “we,” “us,” or “our,” are references to the business of Stratos Renewables Corporation, a Nevada corporation.

 

Corporation Information

 

We were incorporated in the State of Nevada on September 29, 2004 as New Design Cabinets, Inc. Prior to the closing of the Share Exchange, as described below, we were an operating public company, attempting to establish a base of operations in the custom cabinetry and furniture industry as a builder of specialty, custom designed cabinets and wine racks. From inception to the closing of the Share Exchange, we had limited operations and generated a total of $61,900 in revenues from the sale of wine rack “kits” and the oversight of various construction activities.

 

On June 15, 2021, George Sharp was appointed as our custodian by Order Granting Motion to Appoint George Sharp as Custodian and For Temporary Restraining Order on Order Shortening Time (Case No. A-21-835772-B, Dept. No.: 13) issued by the District Court of the State of Nevada in and for Clark County (the “Court Order”). Under his authority as Custodian George Sharp appointed himself as the sole member of the Board and President, Secretary and Treasurer of the Company by resolutions of the registrant’s Board of Directors on June 15, 2021. On December 10, 2021, in recognition of the $50,000 cash invested and $50,000 in consulting fees accrued by George Sharp for professional and regulatory fees to reinstate the registrant in the State of Nevada and to have the Company become current in its filings under the SEC’s recently imposed requirements for public companies operating under SEC Rule 15c2-11 that mandated the filing of current financial and corporate disclosures to be submitted to OTC Markets by June 30, 2021 and to have OTC Markets declare the Company “current” by September 30, 2021, the Board issued 300,000 shares of the authorized “blank check” preferred stock to George Sharp with 10,000 votes for each share of preferred stock to give voting control to Mr. Sharp. Mr. Sharp engaged BF Borgers CPA PC as the Company’s auditor to audit the financial statements prepared under Mr. Sharp’s supervision to allow for the necessary filings with the SEC to have the Company be subject to the reporting requirements of the SEC, including the filing of annual and quarterly financial reports.

 

1

 

On September 27, 2021 we filed a Motion to Require Written Proof of Claim on Order Shortening Time in the District Court of the State of Nevada in and for Clark County under NRS 78.347, 78.675 and other applicable provisions of Nevada law seeking an order barring unasserted claims against us and likewise barring all our creditors and claimants from participating in the distribution of our assets as set forth in NRS 78.675.

 

On September 28, 2021 we filed a Form 10-12G/A which we withdrew on November 19, 2021 to allow us to clarify the rights, preferences and privileges of our Series B preferred shares. We filed on December 10, 2021 a Certificate of Designation with the Nevada Secretary of State to designate 300,000 shares of Series B preferred stock with the voting rights of 10,000 shares of our common stock for each share of Series B preferred stock but with no rights of conversion into shares or our common stock.

 

On October 1, 2021 the District Court of the State of Nevada in and for Clark County entered an Order Granting Motion to Require Written Proof of Claim requiring that “any claimants and creditors of Stratos who fail to timely submit Proof of Claim as set forth in this Order shall be barred from later presenting their claim to Stratos.” On February 10, 2022, the District Court of the State of Nevada in and for Clark County entered an Order that “any and all claimants and creditors of Stratos are hereby barred from presenting any claim to Stratos.”

 

On July 6, 2022 the District Court of Clark County, Nevada, at the request of George Sharp acting as our Court appointed Custodian, entered an Order Granting Motion to Cancel Shares of Stratos Stock on an Order Shortening Time on July 6, 2022. As a result of that Order, 219,673,603 shares of our common stock were cancelled that reduced the number of our issued and outstanding shares of common stock to 16,803,070.

 

On August 16, 2023, in accordance with the Order by the District Court of Clark County, Nevada (Case No.: A-22-862558-B) on a motion sought by the Company, the Company cancelled 38,609,845 issued and outstanding shares of its common stock.

 

On August 23, 2022 the District Court of Clark County, Nevada, at the request of George Sharp acting as our Court appointed Custodian, entered an Order Granting Motion to Terminate Custodianship on Order Shortening Time.

 

On August 23, 2023, the Company issued 2,000,000 shares and 4,000,000 warrants to a company for $400,000 pursuant to a Stock Purchase and Share Subscription Agreement.

 

Our principal executive offices are located at 3535 Executive Terminal Drive, Henderson, NV 89052, and our telephone number is (702)-840-4433.

 

Our accounting year end is December 31.

 

Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. We will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business or be acquired should such a reasonable opportunity arise.

 

2

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts in the accompanying consolidated financial statements and related notes. These estimates and assumptions have a significant impact on our financial statements. Actual results could differ materially from those estimates.

 

Critical accounting policies are those that require the most subjective and complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. Our significant accounting policies are disclosed in Note 1 to the Financial Statements included in this Quarterly Report on Form 10-Q/A. However, we do not believe that there are any alternative methods of accounting for our operations that would have a material effect on our financial statements.

 

CORONAVIRUS AID, RELIEF AND ECONOMIC SECURITY ACT

 

The COVID-19 pandemic has not had a material impact on the Company, particularly due to our lack of operations. The pandemic may, however, have an impact on our ability to develop business. For example, our efforts will be threatened by government shutdowns, supply and labor issues and resulting economic downturns which the pandemic has historically caused. While vaccinations beginning in 2021 allowed for the partial reopening of the economy, the recent “Omicron” variant of the virus, as well as reduced efficacy of vaccines over time and the possibility that a large number of people decline to get vaccinated or receive booster shots, creates inherent uncertainty as to the future of our business, the industries in which we operate and plan to operate and the economy in general in light of the pandemic.

 

Off Balance Sheet Arrangements

 

As of the date of this Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

Going Concern

 

The independent registered public accounting firm auditors’ report accompanying our December 31, 2022 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

 

3

 

Results of Operations

 

We expect that our operating revenues, cost of revenues and operating expenses will greatly increase in the next fiscal year when we identify a potential acquisition target. Currently we only have nominal operating expenses to run the company and report to the Securities and Exchange Commission. We have identified ourselves as a shell company until such time a suitable business can be acquired, and we sustain operations.

 

For the Nine Months Ended September 30, 2023 and 2022

 

In the nine months ended September 30, 2023 and 2022, we incurred professional fees of $243,895 and $520,942 which mostly relate to the filing of the required Securities and Exchange reports as well as costs to bring current the Company with required federal and state regulatory filings as well as for shares issued to consultants in 2023 and 2022 valued at $145,000 and $450,000, respectively. In addition, in 2023 and 2022, we recorded $319,000 and $1,500,000 in common shares to the officers of the Company for services rendered.

 

The Company incurred nominal expenses related to general and administrative items.

 

For the Three Months Ended September 30, 2023 and 2022

 

In the three months ended September 30, 2023 and 2022, we incurred professional fees of $198,196 and $28,574 which mostly relate to the filing of the required Securities and Exchange reports as well as costs to bring current the Company with required federal and state regulatory filings. In 2023, $145,000 relates to common shares issued to consultants for services rendered. In addition, the Company issued common shares to the officers valued at $319,000 for services rendered.

 

The Company incurred nominal expenses related to general and administrative items.

 

Liquidity and Capital Resources

 

The Company in June 2021 was recently revived by the State of Nevada. The Company had no operations for a period of 11 years prior to that when they filed a Form 15.

 

On June 15, 2021, George Sharp was appointed as our Custodian by Order Granting Motion to (1) Intervene, (2) Remove Custodian, (3) Appoint George Sharp as Custodian, and (4) for Temporary Restraining Order and Preliminary Injunction on Order Shortening Time, Case No A-21-835772-B, Dept. No. 13 issued by the District Court of the State of Nevada in and for Clark County (the “Court Order”). Under his authority as Custodian, George Sharp appointed himself as the sole member of the Board and President, Secretary and Treasurer of the Company by resolutions of the registrant’s Board of Directors on June 16, 2021.

 

Since April 29, 2022, the Company has completed Securities and Exchange Commission filings to become a fully reporting company. They have brought current state regulatory filings to be compliant in the State of Nevada. The Company has commenced the process to identify suitable acquisition targets. The current operating expenses incurred have been to get to this point. Future operating expenses will be largely funded by George Sharp until such time as the Company can raise the necessary funding to acquire a business and provide necessary working capital to pay for the operating expenses of the Company.

 

As of September 30, 2023, we had an accumulated deficit of $3,046,626. Our independent registered public accounting firm has provided a going concern opinion on our most recent audited financial statements as of December 31, 2022.

 

In the future, we will need to consummate one or more capital raising transactions, including potential debt or equity issuances, and/or generate material revenue from an acquired business or businesses to fund our operations. We may also issue shares of common stock, stock options or other securities to compensate our employees or independent contractors.

 

4

 

Net Cash used by Operating Activities:

 

We used $293,025 and $0 in cash flows from operating activities for the nine months ended September 30, 2023 and 2022, respectively. The majority of the cash used was due to the repayment of accounts payable to our Chief Executive Officer.

 

Cash Flows from Investing Activities:

 

We had no investing activities for the nine months ended September 30, 2023 and 2022.

 

Cash Flows from Financing Activities:

 

We had no financing activities for the nine months ended September 30, 2023 and 2022 except for the shares of common stock issued for cash of $400,000 in the nine months ended September 30, 2023.

 

Based upon our current operations, we will need additional working capital to fund our operations over the next 12 months. Further, if we are able to close a reverse merger, asset purchase or similar transaction to acquire an operating business, it is likely we will need additional capital, including potentially as a condition of closing the acquisition. Because of the inherent uncertainties of the Company at this stage, we cannot be certain as to how much capital we need, if and how we can raise capital or the type or quantity of securities we will be required to issue to do so. In connection with a business combination, we may issue a significant number our shares of our common stock or securities convertible or exercisable into our common stock to the target’s shareholders which will be dilutive to our shareholders.

 

We anticipate that we will incur operating losses during the next 12 months. Our ability to develop and implement our business plan will be subject to a number of risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model; recognition of revenue sources; and the management of growth.

 

5

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 229.10(f)(1).

 

Item 4. Controls and Procedures Limitations on Effectiveness of Controls and Procedures

 

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods 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 by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact there are resource constraints and management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated, as of the end of the period covered by this Form 10-Q/A, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2023.

 

Changes in Internal Control Over Financial Reporting

 

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) has occurred during the three months ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

6

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We filed a lawsuit on December 14, 2022 in the District Court for Clark County, Nevada as Case No. A-22-862558-B seeking to cancel certain shares of our common stock purportedly held by the following shareholders that were named as defendants in this case: Harbor Ridge Capital LLC; Tapirdo Enterprises LLC; Kenneth Laurent; Mark Beychok; Lynn-Cole Capital Corporation; AMRMK, LLC; Corporate Communications Network, Inc.; CCN Worldwide; JAB Holdings LLC; Blueday Limited; Horizon Capital Inc; and Salem Dasmal. Service upon the defendants was attempted at the last known address provided to the transfer agent. However, none of the named defendants could be located at that address so alternative means of service authorized by the District Court have been pursued and completed. The District Court granted our motion to cancel our shares of common stock on August 16, 2023, and the District Court’s Order cancelling those shares of common stock was filed on August 17, 2023.

 

Item 1A. Risk Factors.

 

Not applicable to a smaller reporting company.

 

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

 

On December 10, 2021, we issued 300,000 shares of Series B Preferred shares to our CEO for his services.

 

On June 27, 2022, we issued 1,300,000 shares of common stock to our CEO and consultants for services rendered.

 

On August 14, 2023, the Company issued 1,100,000 shares to related parties and 500,000 shares to non-related parties valued at $464,000 for services rendered.

 

On August 23, 2023, the Company issued 2,000,000 shares and 4,000,000 warrants to a company for $400,000 pursuant to a Stock Purchase and Share Subscription Agreement.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

There is no other information required to be disclosed under this item which was not previously disclosed.

 

7

 

Item 6. Exhibits.

 

Exhibit No.   Description
     
31.1   Certification by the Principal Executive Officer and Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).
     
32.1   Certification by the Principal Executive Officer and Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101*   Inline XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q/A
     
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

* In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed.”

 

8

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  STRATOS RENEWABLES CORPORATION
     
Date: November 15, 2023 By: /s/ George Sharp
  Name: George Sharp
  Title: President
    (Principal Executive and Financial and Accounting Officer)

 

9

 

 

 

Exhibit 31.1

 

Certification

 

I, George Sharp, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q/A of Stratos Renewables Corporation

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 15, 2023 /s/ George Sharp
  George Sharp
  Chief Executive Officer and Chief Financial Officer
  (Principal Executive Officer and Principal Financial and Accounting Officer)

 

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Stratos Renewables Corporation (the “Company”) on Form 10-Q/A for the three months ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, George Sharp, Chief Executive Officer of the Company and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

By: /s/ George Sharp  
  George Sharp  
  Chief Executive Officer  
  (Principal Executive Officer)  
By: /s/ George Sharp  
  George Sharp  
 

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

November 15, 2023

 

 

 

v3.23.3
Cover - shares
9 Months Ended
Sep. 30, 2023
Nov. 13, 2023
Cover [Abstract]    
Document Type 10-Q/A  
Amendment Flag true  
Amendment Description Stratos Renewables Corporation (“Stratos”) is filing this amendment No. 1 to the Form 10-Q filed November 13, 2023 for the period ended September 30, 2023 (the “Prior 10-Q). The Prior 10-Q failed to disclose the cancellation of 38,609,485 shares of Stratos Renewables Corporation common stock on August 16, 2023, in accordance with a court order sought by George Sharp, President and CEO of Stratos Renewables Corporation. Except to reflect the cancellation of these shares of common stock, there are no other changes to the Prior 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 000-53187  
Entity Registrant Name Stratos Renewables Corporation  
Entity Central Index Key 0001321517  
Entity Tax Identification Number 20-1699126  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 3535 Executive Terminal Drive  
Entity Address, City or Town Henderson  
Entity Address, State or Province NV  
Entity Address, Postal Zip Code 89052  
City Area Code (702)  
Local Phone Number 840-4433  
Title of 12(b) Security Common Stock, $.001  
Trading Symbol SRNW  
Entity Current Reporting Status No  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period false  
Entity Shell Company true  
Entity Common Stock, Shares Outstanding   49,005,865
v3.23.3
Condensed Balance Sheets - USD ($)
Sep. 30, 2023
Dec. 31, 2022
CURRENT ASSETS    
Cash $ 106,975
Total current assets 106,975
Total non-current assets
TOTAL ASSETS 106,975
CURRENT LIABILITIES    
Total current liabilities 4,424 197,289
TOTAL LIABILITIES 4,424 197,289
STOCKHOLDERS’ EQUITY (DEFICIT)    
Preferred stock, par value $0.001; 50,000,000 shares authorized; 300,000 and 300,000 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 300 300
Common stock, par value $0.001; 350,000,000 shares authorized, 49,005,865 and 84,015,350 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively 49,006 84,015
Additional paid in capital 3,099,871 2,200,862
Accumulated deficit (3,046,626) (2,482,466)
Total stockholders’ equity (deficit) 102,551 (197,289)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) 106,975
Nonrelated Party [Member]    
CURRENT LIABILITIES    
Accounts payable 4,424 6,369
Related Party [Member]    
CURRENT LIABILITIES    
Accounts payable $ 190,920
v3.23.3
Condensed Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 50,000,000 50,000,000
Preferred stock, shares issued 300,000 300,000
Preferred stock, shares outstanding 300,000 300,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 350,000,000 350,000,000
Common stock, shares issued 49,005,865 84,015,350
Common stock, shares outstanding 49,005,865 84,015,350
v3.23.3
Condensed Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
REVENUES
COST OF REVENUES
GROSS PROFIT
OPERATING EXPENSES:        
Professional fees 198,196 28,574 243,895 520,942
Related party consulting expense for common stock 319,000 319,000 1,500,000
General and administrative 1,265 1,265
Total operating expenses 518,461 28,574 564,160 2,020,942
LOSS FROM OPERATIONS BEFORE BENEFIT (PROVISION) FOR INCOME TAXES (518,461) (28,574) (564,160) (2,020,942)
BENEFIT (PROVISION) FOR INCOME TAXES
NET LOSS $ (518,461) $ (28,574) $ (564,160) $ (2,020,942)
NET LOSS PER SHARE        
NET LOSS PER SHARE, Basic $ (0.008) $ (0.001) $ (0.007) $ (0.012)
NET LOSS PER SHARE, diluted $ (0.008) $ (0.001) $ (0.007) $ (0.012)
SHARES USED IN CALCULATION OF NET LOSS PER SHARE        
SHARES USED IN CALCULATION OF NET LOSS PER SHARE, Basic 66,393,216 26,354,096 78,076,755 164,870,896
SHARES USED IN CALCULATION OF NET LOSS PER SHARE, diluted 66,393,216 26,354,096 78,076,755 164,870,896
v3.23.3
Condensed Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities:    
Net loss $ (564,160) $ (2,020,942)
Adjustments to reconcile net loss to net cash (used in) operating activities:    
Common shares accrued for services-related party 145,000 1,500,000
Common shares issued for consulting – non-related parties 319,000 450,000
Changes in assets and liabilities    
Accounts payable – related party (190,920) 115,159
Accounts payable and accrued expenses (1,945) (44,217)
Net cash (used in) operating activities (293,025)
Cash flows from financing activities:    
Proceeds from issuance of common stock 400,000
Net cash provided by financing activities 400,000
NET INCREASE (DECREASE) IN CASH 106,975
Cash – beginning of period
SUPPLEMENTAL DISCLOSURES:    
Cash paid for interest
Cash paid for income taxes
v3.23.3
Condensed Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2021 $ 300 $ 1,175,883 $ (841,006) $ (388,036) $ (52,859)
Balance, shares at Dec. 31, 2021 300,000 1,175,883,365      
Net loss for the period (26,775) (26,775)
Balances at Mar. 31, 2022 $ 300 $ 1,175,883 (841,006) (414,811) (79,634)
Balance, shares at Mar. 31, 2022 300,000 1,175,883,365      
Balance at Dec. 31, 2021 $ 300 $ 1,175,883 (841,006) (388,036) (52,859)
Balance, shares at Dec. 31, 2021 300,000 1,175,883,365      
Net loss for the period         (2,020,942)
Balances at Sep. 30, 2022 $ 300 $ 84,015 2,200,862 (2,408,978) (123,801)
Balance, shares at Sep. 30, 2022 300,000 84,015,350      
Balance at Mar. 31, 2022 $ 300 $ 1,175,883 (841,006) (414,811) (79,634)
Balance, shares at Mar. 31, 2022 300,000 1,175,883,365      
Net loss for the period (1,965,593) (1,965,593)
Shares issued to related party for consulting services $ 6,500 1,943,500 1,950,000
Shares issued to related party for consulting services, shares   6,500,000      
Balances at Jun. 30, 2022 $ 300 $ 1,182,383 1,102,494 (2,380,404) (95,227)
Balance, shares at Jun. 30, 2022 300,000 1,182,383,365      
Net loss for the period (28,574) (28,574)
Shares cancelled by court order $ (1,098,368) 1,098,368
Shares cancelled by court order, shares   (1,098,368,015)      
Balances at Sep. 30, 2022 $ 300 $ 84,015 2,200,862 (2,408,978) (123,801)
Balance, shares at Sep. 30, 2022 300,000 84,015,350      
Balance at Dec. 31, 2022 $ 300 $ 84,015 2,200,862 (2,482,466) (197,289)
Balance, shares at Dec. 31, 2022 300,000 84,015,350      
Net loss for the period (33,326) (33,326)
Balances at Mar. 31, 2023 $ 300 $ 84,015 2,200,862 (2,515,792) (230,615)
Balance, shares at Mar. 31, 2023 300,000 84,015,350      
Balance at Dec. 31, 2022 $ 300 $ 84,015 2,200,862 (2,482,466) (197,289)
Balance, shares at Dec. 31, 2022 300,000 84,015,350      
Net loss for the period         (564,160)
Balances at Sep. 30, 2023 $ 300 $ 49,006 3,099,871 (3,046,626) 102,551
Balance, shares at Sep. 30, 2023 300,000 49,005,865      
Balance at Mar. 31, 2023 $ 300 $ 84,015 2,200,862 (2,515,792) (230,615)
Balance, shares at Mar. 31, 2023 300,000 84,015,350      
Net loss for the period (12,373) (12,373)
Balances at Jun. 30, 2023 $ 300 $ 84,015 2,200,862 (2,528,165) (242,988)
Balance, shares at Jun. 30, 2023 300,000 84,015,350      
Net loss for the period (518,461) (518,461)
Shares issued to related party for consulting services $ 1,100 317,900 319,000
Shares issued to related party for consulting services, shares   1,100,000      
Shares issued to non-related parties for consulting services $ 500 144,500 145,000
Shares issued to non-related parties for consulting services, shares   500,000      
Shares issued for cash $ 2,000 398,000 400,000
Shares issued for cash, shares   2,000,000      
Shares cancelled by court $ (38,609) 38,609
Shares cancelled by court, shares (38,609,485)      
Balances at Sep. 30, 2023 $ 300 $ 49,006 $ 3,099,871 $ (3,046,626) $ 102,551
Balance, shares at Sep. 30, 2023 300,000 49,005,865      
v3.23.3
Condensed Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parenthetical)
Sep. 16, 2022
Director [Member]  
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]  
Reverse stock split 5:1
v3.23.3
NATURE OF OPERATIONS
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF OPERATIONS

NOTE 1- NATURE OF OPERATIONS

 

Nature of Operations

 

Stratos Renewables Corporation (the “Company”) was incorporated in the State of Nevada on September 29, 2004. The Company was a development import/export business in products derived from hydrocarbons and bio-fuels. They ceased doing business and dissolved on May 27, 2014. On June 15, 2021, the Company was revived and is exploring opportunities to identify targets for acquisition.

 

On September 16, 2022, the Board of Directors approved a 5:1 forward stock split. A Preliminary 14C was filed on October 11, 2022, and the forward split was effective on December 15, 2022.

 

v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

These condensed financial statements are presented as unaudited and in United States dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company believes that these financial statements present fairly, in all material respects, the financial position of the Company and the results of its operations and cash flows for the periods presented.

 

v3.23.3
STOCKHOLDERS’ DEFICIT
9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
STOCKHOLDERS’ DEFICIT

NOTE 3-STOCKHOLDERS’ DEFICIT

 

There were no common or preferred stock transactions since the Company was dissolved in 2014 until December 2021 when the Company issued 300,000 shares of Series B Preferred Stock as noted below.

 

The Company on December 10, 2021 amended their articles of incorporation to include a certificate of designation for a Series B Preferred Stock that is not convertible, but has voting rights of 50,000 votes per 1 share. These shares were issued to the officer of the Company in December 2021.

 

On July 1, 2021, the Company entered into an agreement with its officer to provide services to the Company. The officer was obligated to pay $50,000 plus provide services valued at an additional $50,000 for the issuance of 300,000 shares of a newly formed series of preferred stock (Series B). The only rights the Series B preferred Shares have are voting rights equivalent to 50,000 votes for each share. These shares are not convertible into any other series of authorized stock of the Company and are not redeemable. The Series B Preferred Shares were deemed issued as of the date of the agreement, however there were administrative delays in forming this new series and amending the certificate of incorporation. The Company has reflected these shares as equity and noted that they are accrued. The Certificate of Incorporation was amended on December 10, 2021 and the 300,000 shares were issued upon this amendment.

 

On June 27, 2022, the Company issued 5,000,000 common shares to the Chief Executive Officer and 1,500,000 common shares to consultants for services rendered valued at $0.30 per share, or $1,950,000.

 

On July 5, 2022 in District Court of Clark County, Nevada, the Motion to Cancel 1,098,368,015 shares of the Company’s common stock was approved.

 

On September 16, 2022, the Board of Directors approved a 5:1 forward stock split. A Definitive Schedule 14C was filed on November 14, 2022, and the forward split was effective on December 15, 2022.

 

On August 14, 2023, the Company issued 1,100,000 shares to related parties and 500,000 shares to non-related parties valued at $464,000 for services rendered.

 

On August 16, 2023, in accordance with the Order by the District Court of Clark County, Nevada (Case No.: A-22-862558-B) on a motion sought by the Company, the Company cancelled 38,609,845 issued and outstanding shares of its common stock.

 

On August 23, 2023, the Company issued 2,000,000 shares and 4,000,000 warrants to a company for $400,000 pursuant to a Stock Purchase and Share Subscription Agreement. The agreement was with a related party as the CEO and Director is the CEO and Director of both companies.

 

As of September 30, 2023 and December 31, 2022, the Company has 49,005,865 and 84,015,350 shares of common stock issued and outstanding, respectively.

 

There are no stock options outstanding as of September 30, 2023 and December 31, 2022.

 

The Company issued 2,000,000 warrants at a strike price of $0.30 that expire December 31, 2024 and 2,000,000 warrants with a strike price of $0.50 that expire December 31, 2026. As of September 30, 2023, the share price was $0.304, an intrinsic value of $416,000.

 

 

v3.23.3
GOING CONCERN
9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

NOTE 4 – GOING CONCERN

 

The Company concluded that due to the change in management and revival of the entity, and the fact that the Company has yet to conduct meaningful operations as they search for a merger candidate, these conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financial statements are issued.

 

Management intends to identify potential merger candidates to provide operating revenues and profitability. Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and global economies. Even though management believes this plan will allow the Company to continue as a going concern, there are no guarantees to the successful execution of this plan.

 

These condensed financial statements of the Company have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable period of time.

 

Impact of COVID-19

 

The COVID-19 pandemic has not had a material impact on the Company, particularly due to our lack of operations.

 

v3.23.3
RELATED PARTY TRANSACTIONS
9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 5 – RELATED PARTY TRANSACTIONS

 

On July 1, 2021, the Company entered into an agreement with its officer to provide services to the Company. The officer was obligated to pay $50,000 plus provide services valued at an additional $50,000 for the issuance of 300,000 shares of a newly formed series of preferred stock (Series B). The only rights the Series B preferred Shares have are voting rights equivalent to 50,000 votes for each share. These shares are not convertible into any other series of authorized stock of the Company and are not redeemable. The Series B Preferred Shares were deemed issued as of the date of the agreement, however there were administrative delays in forming this new series and amending the certificate of incorporation. The Company has reflected these shares as equity and noted that they are accrued. The Certificate of Incorporation was amended on December 10, 2021 and the 300,000 shares were issued upon this amendment.

 

The Company issued 5,000,000 shares of common stock to the Chief Executive Officer for services rendered on June 27, 2022.

 

The Company issued 1,100,000 shares of common stock to two of its officers for services rendered valued at $319,000.

 

On August 23, 2023, the Company issued 2,000,000 shares and 4,000,000 warrants to a company for $400,000 pursuant to a Stock Purchase and Share Subscription Agreement. The agreement was with a related party as the CEO and Director is the CEO and Director of both companies.

 

v3.23.3
SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 6: SUBSEQUENT EVENTS

 

In accordance with ASC 855-10-50-1, the Company has evaluated subsequent events through November 13, 2023 which is the date that the condensed financial statements were issued.

v3.23.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

These condensed financial statements are presented as unaudited and in United States dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company believes that these financial statements present fairly, in all material respects, the financial position of the Company and the results of its operations and cash flows for the periods presented.

v3.23.3
NATURE OF OPERATIONS (Details Narrative)
Sep. 16, 2022
Director [Member]  
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]  
Reverse stock split 5:1
v3.23.3
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Aug. 23, 2023
Aug. 23, 2023
Aug. 16, 2023
Aug. 14, 2023
Sep. 16, 2022
Jul. 05, 2022
Jun. 27, 2022
Dec. 10, 2021
Jul. 01, 2021
Sep. 30, 2023
Sep. 30, 2022
Jun. 30, 2022
Sep. 30, 2023
Dec. 31, 2022
Class of Stock [Line Items]                            
Preferred stock shares issued                   300,000     300,000 300,000
No of shares issued, value                   $ 319,000   $ 1,950,000    
Common stock, shares issued                   49,005,865     49,005,865 84,015,350
Common stock, shares outstanding                   49,005,865     49,005,865 84,015,350
Stock option oustanding                   0     0 0
Share price                   $ 0.304     $ 0.304  
Warrants intrinsic value                   $ 416,000     $ 416,000  
Stock Purchase Agreement [Member]                            
Class of Stock [Line Items]                            
Number of shares issued 2,000,000                          
Share Subscription Agreement [Member]                            
Class of Stock [Line Items]                            
Number of warrants issued 4,000,000 4,000,000                        
Stock Purchase And Share Subscription Agreement [Member]                            
Class of Stock [Line Items]                            
No of shares issued, value   $ 400,000                        
Number of shares and warrants issued, value $ 400,000 $ 400,000                        
Director [Member]                            
Class of Stock [Line Items]                            
Reverse stock split         5:1                  
Common Stock [Member]                            
Class of Stock [Line Items]                            
No of shares issued                   1,100,000   6,500,000    
No of shares issued, value                   $ 1,100   $ 6,500    
Shares approved for cancel           1,098,368,015         (1,098,368,015)      
Shares issued                   (38,609,485)        
Number of shares issued                   2,000,000        
Warrant [Member]                            
Class of Stock [Line Items]                            
Number of warrants issued                   2,000,000     2,000,000  
Strike price                   $ 0.30     $ 0.30  
Warrants expire date                   Dec. 31, 2024     Dec. 31, 2024  
Warrant One [Member]                            
Class of Stock [Line Items]                            
Number of warrants issued                   2,000,000     2,000,000  
Strike price                   $ 0.50     $ 0.50  
Warrants expire date                   Dec. 31, 2026     Dec. 31, 2026  
Officer [Member]                            
Class of Stock [Line Items]                            
Due from related party                 $ 50,000          
No of shares issued               300,000            
Officer [Member] | Common Stock [Member]                            
Class of Stock [Line Items]                            
No of shares issued                         1,100,000  
No of shares issued, value                         $ 319,000  
Chief Executive Officer [Member] | Stock Purchase And Share Subscription Agreement [Member]                            
Class of Stock [Line Items]                            
No of shares issued   2,000,000                        
Chief Executive Officer [Member] | Common Stock [Member]                            
Class of Stock [Line Items]                            
No of shares issued             5,000,000              
Consultants [Member] | Common Stock [Member]                            
Class of Stock [Line Items]                            
No of shares issued             1,500,000              
Chief Executive Officer and Consultants [Member] | Common Stock [Member]                            
Class of Stock [Line Items]                            
Shares issued price per share             $ 0.30              
No of shares issued, value             $ 1,950,000              
Related Party [Member]                            
Class of Stock [Line Items]                            
No of shares issued       1,100,000                    
Nonrelated Party [Member]                            
Class of Stock [Line Items]                            
No of shares issued       500,000                    
Related And Non Related Party [Member]                            
Class of Stock [Line Items]                            
No of shares issued, value       $ 464,000                    
Series B Preferred Stock [Member]                            
Class of Stock [Line Items]                            
Preferred stock shares issued                   300,000     300,000  
Preferred stock voting rights, description                         The Company on December 10, 2021 amended their articles of incorporation to include a certificate of designation for a Series B Preferred Stock that is not convertible, but has voting rights of 50,000 votes per 1 share.  
Series B Preferred Stock [Member] | Officer [Member]                            
Class of Stock [Line Items]                            
Preferred stock voting rights, description                 The only rights the Series B preferred Shares have are voting rights equivalent to 50,000 votes for each share.          
Fair value of shares to be issued                 $ 50,000          
Number of shares to be issued                 300,000          
Common Stock [Member]                            
Class of Stock [Line Items]                            
Shares issued     38,609,845                      
v3.23.3
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
3 Months Ended 9 Months Ended
Aug. 23, 2023
Jun. 27, 2022
Dec. 10, 2021
Jul. 01, 2021
Sep. 30, 2023
Jun. 30, 2022
Sep. 30, 2023
Related Party Transaction [Line Items]              
Number of value issued for services         $ 319,000 $ 1,950,000  
Stock Purchase And Share Subscription Agreement [Member]              
Related Party Transaction [Line Items]              
Number of value issued for services $ 400,000            
Common Stock [Member]              
Related Party Transaction [Line Items]              
Number of shares issued for services         1,100,000 6,500,000  
Number of value issued for services         $ 1,100 $ 6,500  
Series B Preferred Stock [Member]              
Related Party Transaction [Line Items]              
Preferred stock voting rights, description             The Company on December 10, 2021 amended their articles of incorporation to include a certificate of designation for a Series B Preferred Stock that is not convertible, but has voting rights of 50,000 votes per 1 share.
Officer [Member]              
Related Party Transaction [Line Items]              
Due from related party       $ 50,000      
Number of shares issued for services     300,000        
Officer [Member] | Common Stock [Member]              
Related Party Transaction [Line Items]              
Number of shares issued for services             1,100,000
Number of value issued for services             $ 319,000
Officer [Member] | Series B Preferred Stock [Member]              
Related Party Transaction [Line Items]              
Fair value of shares to be issued       $ 50,000      
Number of shares to be issued       300,000      
Preferred stock voting rights, description       The only rights the Series B preferred Shares have are voting rights equivalent to 50,000 votes for each share.      
Chief Executive Officer [Member] | Stock Purchase And Share Subscription Agreement [Member]              
Related Party Transaction [Line Items]              
Number of shares issued for services 2,000,000            
Chief Executive Officer [Member] | Common Stock [Member]              
Related Party Transaction [Line Items]              
Number of shares issued for services   5,000,000          
Director [Member] | Stock Purchase And Share Subscription Agreement [Member]              
Related Party Transaction [Line Items]              
Number of shares issued for services 4,000,000