UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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(Check
One):
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x Form
10-K o Form
20-F o Form
11-K o Form
10-Q o Form
10-D
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o Form N-SAR
For
Period Ended: 12-31-2008
o Transition Report on
Form 10-K
o Transition Report on
Form 20-F
o Transition Report on
Form 11-K
o Transition Report on
Form 10-Q
o Transition Report on
Form N-SAR
For the
Transition Period Ended: N/A
Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates: N/A
PART
I— REGISTRANT INFORMATION
Stratus
Media Group, Inc.
Full Name
of Registrant
8439 West
Sunset Boulevard, 3rd
Floor
Address of Principal Executive Office (Street and Number)
West
Hollywood, CA 90069
City, State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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x
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(a)
The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b)
The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K or Form N-SAR, Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report or transition report
on Form 10-Q, or subject distribution report on Form 10-D, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART
III — NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The
Registrant completed a reverse merger on March 14, 2008 with Pro Sports &
Entertainment, Inc., who became the surviving entity for accounting
purposes. Due to financial constraints, Pro Sports &
Entertainment had not completed its audit for the year ended December 31, 2007
and audits are currently underway for both of the years ending December 31, 2007
and 2008. Registrant’s accounting department requires
additional time complete the audits for both years and cannot, without
unreasonable effort and expense, file its Form 10-K on or before the prescribed
filing date. Registrant expects to obtain all required data and complete the
audits within the next several days and, as a result, expects to file the Form
10-K within fifteen days after the prescribed filing date.
PART
IV—OTHER INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification
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Paul
Feller
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(323)
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656-2222
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2) Have
all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). x
Yes o No
(3) Is
it anticipated that any significant change in results of operation for the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion
thereof?
o
Yes x No
Stratus
Media Group, Inc.
(Name of Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
March 31, 2009
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By:
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/s/ Paul
Feller
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Paul
Feller, Chairman and Chief Executive Officer
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