UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): June 28, 2012

STRATUS MEDIA GROUP, INC.

1800 Century Park East, 6^th Floor

Los Angeles, California 90067

(Address of principal executive offices)

(805) 884-9977

(Registrant’s telephone number, including area code)

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 of 1933 (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(e) under the Exchange Act (17 CFR 240.13e-4(c))

Reference is made to the Consulting Agreement and Separation and Release Agreement described in Item 5.02, below.

Effective June 28, 2012, Jerry Rubinstein, an existing director of the Company and chairman of the Company’s Audit Committee, was elected by the Company’s board of directors as Chairman of the Board and Chief Executive Officer and a director of the Company’s subsidiaries. The Board of Directors of ProElite, Inc. elected Mr. Rubinstein as Chairman of the Board and Chief Executive Officer. The terms of Mr. Rubinstein’s engagement are being negotiated. Also, effective June 28, 2012, Paul Feller resigned as the Chairman of the Board, Chief Executive Officer and director of the Company, and also from the same positions in all of the Company’s subsidiaries, including ProElite, Inc., the Company’s 95% owned subsidiary. In connection therewith, pursuant to a Separation and Release Agreement, Mr. Feller and the Company agreed to terminate his employment agreement and enter into a new Consulting Agreement for a term of two years at a monthly salary of $20,833, subject to the Company raising at least $2,000,000 in funding within four months of June 28, 2012. Under the Consulting Agreement, Mr. Feller agreed to provide services in the area of business development, fund-raising and the evaluation of asset/event acquisitions to be done at the discretion of the Board of Directors.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index