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OMB
APPROVAL
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OMB
Number:
3235-145
Expires:
February
28, 2009
Estimated
average burden
hours
per response
15
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMIS
SION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No.
1
)*
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Stratos
Renewables Corporation
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(Name
of Issuer)
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COMMON
STOCK, $0.001 PER SHARE PAR VALUE
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(Title
of Class of Securities)
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863101101
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(CUSIP
Number)
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Luis
Humberto Goyzueta
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Av.
La Merced 810
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Surco,
Lima, Peru
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Tel:
+51199091499
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(Name,
Address and Telephone Number of Person Authorized to Receive
Notices and
Communications)
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June
5, 2008
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(Date
of Event which Requires Filing of
this Statement)
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If
the
filing person has previously filed a statement on Schedule 13G to report
the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of § §240.1 3d- l(e), 240.13d-l(f) or 240.13d- l(g), check the
following box.
o
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form
with
respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior
cover
page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the
liabilities
of that section of the Act but shall be subject to all other provisions of
the
Act (however, see
the
Notes).
Persons
who respond to the collection of information contained in this form are
not
required
to respond unless the form displays a currently valid OMB control
number.
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1
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Name of Reporting Persons.
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I.R.S.
Identification Nos. of above persons (entities only).
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Luis
Humberto Goyzueta
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2
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Check the Appropriate Box if a
Member of a Group (See Instructions)
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(a)
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(b)
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3
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SEC Use Only
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4
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Source of Funds (See Instructions) OO,
PF
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5
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Check if
Disclosure of Legal Proceeding Is
Required
Pursuant to Items 2(d) or 2(e)
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6
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Citizenship
or Place of Organization Peru
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7
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Sole Voting Power
8,787,327
Shares
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8
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Shared Voting Power 0
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9
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Sole Dispositive Power 8,787,327
Shares
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Each
Reporting
Person
With
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10
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Shared Dispositive Power 0
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person 8,787,327
Shares
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
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13
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Percent
of Class Represented by Amount in Row (11)
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14.2%
(Based
on
61,510,105
shares
of Stratos Renewables Corporation Common Stock issued and outstanding
as
of October 24, 2008)
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14
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Type
of Reporting Person (See Instructions)
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IN
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Item
1. Security and Issuer
This
Amendment No. 1 (the “
Amendment
”)
amends
the Schedule 13D originally filed with the Securities and Exchange Commission
on
November 14, 2007 (the “
Initial
Schedule 13D
”)
with
respect to the shares of common stock, $0.001 par value per share (the
“
Common
Stock
”)
of
Stratos Renewables Corporation (the “
Issuer
”),
whose
principal executive offices are located at 9440 Little Santa Monica Boulevard,
Suite 401, Los Angeles, California 90210.
This
Amendment is being made to disclose the disposition of shares of Common Stock
held by the Issuer. Except as otherwise set forth herein, this Amendment
does
not modify any of the information previously reported by Luis Humberto Goyzueta
(the “
Reporting
Person
”)
in the
Initial Schedule 13D.
Item
2. Identity and Background
a.
This
statement is being filed by Luis Humberto Goyzueta (the “
Reporting
Person
”)
b.
The
address of the Reporting Person is Av. La Merced 810, Surco, Lima,
Peru.
c.
The
Reporting Person resigned from his position as a director and President of
the
Company on March 10, 2008. The Reporting Person is currently the Chief Executive
Officer and a Director of PureBiofuels Corp., located at 20202 North Hwy
59 -
Suite 350 Humble Texas 77338 2403.
d.
During
the last five years, the Reporting Person has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
e.
During
the last five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
f.
The
Reporting Person is a citizen of Peru.
Item
3. Source and Amount of Funds or Other Consideration
On
November 14, 2007, the Reporting Person transferred all of his shares of
common
stock held in Stratos del Peru S.A.C., a Peruvian corporation (“
Stratos
del Peru
”)
to the
Company in exchange for 16,216,216 shares of Company Common Stock, pursuant
to a
share exchange agreement whereby Stratos del Peru became a subsidiary of
the
Company (the “
Share
Exchange
”).
Immediately
following the Share Exchange, the Reporting Person purchased 714,074 shares
of
Common Stock, at a purchase price of $0.70 per share, and warrants to purchase
357,037 shares of Common Stock (the “
Warrants
”)
for
$499,852.40 in a private placement conducted pursuant to Regulation S,
promulgated under the Securities Act of 1933, as amended. The Warrants are
exercisable at anytime for $0.75 per share.
On
June
5, 2008, the Reporting Person disposed of 4,750,000 shares of Common Stock,
at
$0.005 per share, for total consideration of $23,750
.
On
June 5, 2008, the Reporting Person disposed of
3,750,000 shares of Common Stock, at $0.001 per share, for total consideration
o
$3,750.
Item
5. Interest in Securities of the Issuer
(a)
As
of
October 24, 2008, the Reporting Person beneficially owned the following
securities of the Company:
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Title
of Security
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Amount
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Percentage
of Shares of Common Stock
(1)
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Common
Stock
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8,787,327
(2)
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14.2%
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(1)
Under
Rule 13d-3, a beneficial owner of a security includes any person who, directly
or indirectly, through any contract, arrangement, understanding, relationship,
or otherwise has or shares: (i) voting power, which includes the power to
vote,
or to direct the voting of shares; and (ii) investment power, which includes
the
power to dispose or direct the disposition of shares. Certain shares may
be
deemed to be beneficially owned by more than one person (if, for example,
persons share the power to vote or the power to dispose of the shares). In
addition, shares are deemed to be beneficially owned by a person if the person
has the right to acquire the shares (for example, upon exercise of an option)
within 60 days of the date as of which the information is provided. In computing
the percentage ownership of any person, the amount of shares outstanding
is
deemed to include the amount of shares beneficially owned by such person
(and
only such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not
necessarily reflect the person’s actual ownership or voting power with respect
to the number of shares of common stock actually outstanding on the date
of this
Statement. As of the close of business on October 24, 2008 there were 61,510,105
shares of Common Stock issued and outstanding.
(2)
Consists
of 8,430,290 shares of Common Stock, and warrants to purchase up to 357,037
shares of Common Stock. The warrants are exercisable at $0.75 per share,
and
expire on November 14, 2012. The warrants are immediately
exercisable.
(b)
All
of
the 8,430,290 shares of Common Stock and warrants to purchase up to 357,037
shares of common stock are held directly by the Reporting Person, and the
Reporting Person has the sole power to vote and dispose of the shares.
(c)
Between November 14, 2007 and October 24, 2008, the Reporting Person
engaged in the following transactions regarding the Issuer’s Common
Stock:
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June
5, 2008
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Disposition
of 4,750,000 shares of Common Stock, held directly by the Reporting
Person, at $0.005 per share, for total consideration of
$23,750.
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June
5, 2008
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Disposition
of 3,750,000 shares of Common Stock, held directly by the Reporting
Person, at $0.001 per share, for total consideration of
$3,750.
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(d)
To
the
knowledge of the Reporting Person, no other person is known to have the right
to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of the Common Stock.
(e)
Not
applicable.
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Signature
After
reasonable inquiry and to the best of my knowledge and belief,
I certify
that the information set forth in this statement is true, complete
and
correct.
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October
30, 2008
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Date
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/s/
Luis
Humberto Goyzueta
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Signature
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Luis
Humberto Goyzueta
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Name/Title
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The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on
behalf
of a person by his authorized representative (other than an executive officer
or
general partner of the filing person), evidence of the representative's
authority to sign on behalf of such person
shall
be
filed with the statement: provided, however, that a power of attorney for
this
purpose which is already on file with
the
Commission may be incorporated by reference. The name and any title of
each
person who signs the statement shall
be
typed
or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
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