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): July 30, 2008
STRATUS
MEDIA GROUP, INC.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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(State
of Incorporation)
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000-24477
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86-0776876
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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8439
Sunset Boulevard, 3rd Floor, West Hollywood, CA
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90069
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(323)
656-2222
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(Registrant’s
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
| ¨ |
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
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| ¨ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)).
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)).
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| ITEM 4.01 |
CHANGES
IN REGISTRANT’S CERTIFYING
ACCOUNTANT
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On
July
30, 2008, Stratus Media Group, Inc. (the “Company”)
dismissed Gruber & Company, LLC (“Gruber”),
as
its principal independent accountant, and engaged Goldman Parks Kurland Mohidin
LLP (“Goldman”)
as its
principal independent accountant. Goldman will review the Company’s financial
statements for the quarters ended March 31, 2008 and 2007, and June 30, 2008
and
2007. The decision to dismiss Gruber and to appoint Goldman was approved by
the
Company’s Board of Directors.
Gruber’s
report on the Company’s financial statements dated February 20, 2008, for the
two most recent fiscal years ended December 31, 2007 and 2006, did not contain
an adverse opinion or disclaimer of opinion, or qualification or modification
as
to uncertainty, audit scope, or accounting principles. In connection with the
audit of the Company’s financial statements for the two most recent fiscal years
ended December 31, 2007 and 2006, there were no disagreements, resolved or
not,
with Gruber on any matters of accounting principles or practices, financial
statement disclosure, or audit scope and procedures, which disagreements, if
not
resolved to the satisfaction of Gruber, would have caused Gruber to make
reference to the subject matter of the disagreements in connection with their
report.
The
Company provided Gruber with a copy of this Current Report on Form 8-K prior
to
its filing with the Securities and Exchange Commission, and requested that
they
furnish the Company with a letter addressed to the Securities and Exchange
Commission stating whether they agree with the statements made in this Current
Report on Form 8-K, and if not, stating the aspects with which they do not
agree. A copy of the letter provided from Gruber, dated August 4, 2008, is
filed
as Exhibit 16.1 to this Form 8-K.
During
the years ended December 31, 2007 and 2006 and the subsequent interim period
through the date of appointment on July 30, 2008, the Company has not consulted
with Goldman regarding either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company’s financial statements, nor has
Goldman provided to the Company a written report or oral advice regarding such
principles or audit opinion or any matter that was the subject of a
disagreement, as set forth in Item 304(a)(1)(iv) of Regulation S-K, or a
reportable event, as set forth in Item 304(a)(1)(v) of Regulation S-K, with
our
former principal independent accountant.
| ITEM 9.01 |
FINANCIAL
STATEMENTS AND EXHIBITS
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| (d) |
Exhibits
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Exhibit
No.
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Description
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16.1
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Letter
from Gruber & Company, LLC, dated August 4, 2008, regarding change in
independent registered public accounting
firm.
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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.
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STRATUS
MEDIA GROUP, INC.
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Date: August
4, 2008
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By: | /s/ PAUL FELLER |
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Paul
Feller, Chief Executive Officer
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August
4,
2008
Securities
and Exchange Commission
100
F
Street, NE
Washington,
DC 20549
Dear
Ladies and Gentlemen:
We
are
the former independent registered public accounting firm for Stratus Media
Group, Inc. (the “Company”).
We have read the Company’s disclosure set forth in Item 4.01 “Changes in
Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K
dated August 4, 2008 (the “Current Report”) and are in agreement with the
disclosure in the Current Report, insofar as it pertains to our firm.
Sincerely,
/S/GRUBER
& COMPANY, LLC
Gruber
& Company, LLC