UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K/A
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (date of earliest event reported): August 4, 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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425).
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12).
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¨
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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
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CHANGES
IN REGISTRANT’S CERTIFYING
ACCOUNTANT
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Explanatory
Note
This
amended Current Report on Form 8-K/A (“8-K/A”) is being filed to amend the
Report on Form 8-K regarding a change in certifying accountant filed with the
Securities and Exchange Commission on August 4, 2008 (“Original 8-K”), to
include that there were no disagreements, resolved or not, between Stratus
Media
Group, Inc. (“Company”) and Gruber & Company, LLC (“Gruber”) on any matters
of accounting principles or practices, financial statement disclosure, or audit
scope and procedures between January 1, 2008 and July 30, 2008, which was the
date of Gruber’s dismissal as the principal independent accountant for the
Company. Gruber was replaced by Goldman Parks Kurland Mohidin LLP.
Except
for the added disclosure that there were no disputes with Gruber through the
date of their dismissal and the attached letter from Gruber reflecting the
same,
this 8-K/A does not amend or update any other information contained in the
Original 8-K.
The
Company provided Gruber with a copy of this 8-K/A 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 October 6, 2008, is filed as Exhibit 16.1
to
this Form 8-K.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d)
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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 October 6, 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: October
6, 2008
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By: |
/s/
PAUL FELLER
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Paul
Feller, Chief Executive Officer
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October
6, 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/A dated October 6, 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