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):  May 24, 2011


STRATUS MEDIA GROUP, INC.

3 East De La Guerra Street, 2^nd Floor
Santa Barbara, California 93101
(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):

⃞    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Effective May 24, 2011, the Company’s board of directors elected Jerry Rubinstein to fill a vacancy on the board.  Mr. Rubinstein will also chair the Company’s Audit Committee.  Mr. Rubinstein has received a grant of 450,000 restricted shares of the Company’s Common Stock as a member of the board of directors and an additional 450,000 restricted shares of the Company’s Common Stock as Chairman of the Audit Committee, all of which vest annually over a three-year period commencing May 1, 2011.  Mr. Rubinstein will also receive annual cash compensation of $50,000 as a director and an additional $100,000 as chair of the Audit Committee.

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.