SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BLECH ISAAC (Last) (First) (Middle) 75 ROCKEFELLER PLAZA, 29TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Stratus Media Group, Inc [ SMDI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/02/2013
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.001 per share	05/02/2013		P		18,333,334	A	$0.06(1)	18,333,334	D
Common Stock, par value $0.001 per share	05/29/2013		C		8,333,333	A	$0.06(2)	26,666,667	I	By Spouse
Common Stock, par value $0.001 per share	05/29/2013		X		3,571,429	A	(3)	30,238,096	I	By Spouse
Common Stock, par value $0.001 per share	05/29/2013		C		108,333,333	A	$0.06(2)	138,571,429	I	By Trusts
Common Stock, par value $0.001 per share	05/29/2013		X		46,428,571	A	(3)	185,000,000	I	By Trusts

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Preferred Stock, par value $0.001 per share	$0.06(2)	05/29/2013		C			500	(4)	(4)	Common Stock, par value $0.001 per share	8,333,333(2)	$0	0	I	By Spouse
Warrants (right to buy)	$0.65	05/29/2013		X			1,250,000	(5)	05/24/2016	Common Stock, par value $0.001 per share	1,250,000	$0	0	I	By Spouse
Warrants (right to buy)	$1	05/29/2013		X			625,000	(5)	05/24/2016	Common Stock, par value $0.001 per share	625,000	$0	0	I	By Spouse
Series E Preferred Stock, par value $0.001 per share	$0.06(2)	05/29/2013		C			6,500	(4)	(4)	Common Stock, par value $0.001 per share	108,333,333(2)	$0	0	I	By Trusts
Warrants (right to buy)	$0.65	05/29/2013		X			16,250,000	(5)	05/24/2016	Common Stock, par value $0.001 per share	16,250,000	$0	0	I	By Trusts
Warrants (right to buy)	$1	05/29/2013		X			8,125,000	(5)	05/24/2016	Common Stock, par value $0.001 per share	8,125,000	$0	0	I	By Trusts

1. Name and Address of Reporting Person* BLECH ISAAC (Last) (First) (Middle) 75 ROCKEFELLER PLAZA, 29TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Liberty Charitable Remainder Trust f/b/o Isaac Blech (Last) (First) (Middle) 75 ROCKEFELLER PLAZA, 29TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* River Charitable Remainder Unitrust f/b/o Isaac Blech (Last) (First) (Middle) 75 ROCKEFELLER PLAZA, 29TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* West Charitable Remainder Unitrust (Last) (First) (Middle) 75 ROCKEFELLER PLAZA, 29TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. Represents the surrender and cancellation of promissory notes with an aggregate principal amount of $1,100,000 at a purchase price of $0.06 per share.

2. The reporting persons converted Series E Preferred Stock on May 29, 2013, at a conversion price of $0.06 per share and a stated value of $1,000 per share, resulting in acquisitions of 8,333,333 and 108,333,333 shares of Common Stock.

3. Represents the exercise of all warrants to purchase Common Stock as described on Table II on terms agreed upon with the issuer.

4. The Series E Preferred Stock is convertible at any time, at the holder's election, and has no expiration date.

5. The warrants are currently exercisable.

	/s/ Ori Solomon, Attorney-In-Fact, LIBERTY CHARITABLE REMAINDER TRUST FBO ISAAC BLECH UAD 01/09/87	06/07/2013
	/s/ Ori Solomon, Attorney-In-Fact, RIVER CHARITABLE REMAINDER UNITRUST F/B/O ISAAC BLECH	06/07/2013
	/s/ Ori Solomon, Attorney-In-Fact, WEST CHARITABLE REMAINDER UNITRUST	06/07/2013
	/s/ Ori Solomon, Attorney-In-Fact for Isaac Blech	06/07/2013
	/s/ Ori Solomon, Attorney-In-Fact for Miriam Wimpfheimer Blech	06/07/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.