SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BARER SOL J

(Last)

(First)

(Middle)

1801 CENTURY PARK EAST, 6TH FLOOR

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2013

3. Issuer Name and Ticker or Trading Symbol
Stratus Media Group, Inc [ SMDI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman of the Board

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	45,833,333	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Secured Convertible Promissory Note dated August 9, 2013⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	⁽¹⁾	⁽¹⁾	D
Warrants⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	⁽¹⁾	⁽¹⁾	D

Explanation of Responses:

1. In the event of a closing of one or more investments in which the Company receives gross proceeds of at least $10,000,000 in exchange for equity securities (a "Qualified Financing"), the holder of the Note has the obligation to convert the outstanding principal amount of the Note together with accrued interest into securities being issued in the Qualified Financing (the "Conversion Securities"), at a conversion price of 50% of the purchase price per share or unit of the Qualified Securities. Alternatively, if at the time of a Qualified Financing, the 50% conversion discount is greater than $0.04, then the Note may be converted at $0.04 per share. At the time of a Qualified Financing, the Company will issue warrants to purchase the number of common shares equal to 150% greater than the warrant coverage offered to investors in such Qualified Financing at an exercise price equal to the conversion price of the Note. The principal amount of the Note is $500,000 w/interest at 7% per annum.

	/s/Sol J. Barer	11/01/2013
	** 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 5 (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.
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