a6695092.htm

As of December 31, 2010, the following are the results and assumptions used for the valuation of intangibles assets and goodwill:

			Unaudited
								Key Forecast Assumptions
	As of 12/31/2010										Year		Annual
	Book		Fair		Fair Value			Discount			Revenues		Growth
Event/Item	Balance		Value		As % of Book			Rate			Begin		Rate
Beverly Hills Concours	$	169,958	$	1,819,849		1,071	%		35	%		2011		7	%
Santa Barbara Concours		243,000		2,529,936		1,041	%		35	%		2011		7	%
Core Tour		1,067,069		1,632,755		153	%		35	%		2011		16	%
Freedom Bowl		344,232		983,592		286	%		35	%		2012		7	%
Maui Music		300,000		417,454		139	%		35	%		2012		13	%
Total Events		2,124,259		7,383,586		348	%

Stratus Rewards:
Technology		58,629
Membership list		49,500
Corporate partner list		23,300
Corporate membership		-
Goodwill		1,073,345
Total Stratus Rewards		1,204,774		15,528,253		1,289	%		65	%		2011		171	%
Total Events & Stratus	$	3,329,033	$	22,911,839		688	%

Key assumptions and risk factors for each of the events and Stratus Rewards are as follows. Each event carries general risks of restarting an event after being dormant for a number of years and requires the availability of sufficient capital, along with the specific risks mentioned below.

Most events are held during the summer months and require approximately six months of lead time to adequately plan the event. We believe that with the receipt of adequate funding by the second quarter of 2011, we will have more than sufficient time to plan and execute the Beverly Hills Concours and Core Tour events in 2011 and Maui Music event for 2012. To allow for the NCAA approval process, we deferred the assumed start of the Freedom Bowl until 2012.

Beverly Hills Concours: The Company plans on running this car show in 2011 and have initiated a number of internal meetings and planning sessions to do so. Revenues in 2011 are forecast at $2,305,000. Revenues are assumed to grow at 7% per year thereafter as the event becomes reestablished and gains in popularity. This event was last operated by the Company in August 2007. In order to allow for ticket revenue and restricted access, Stratus is planning on moving from the Rodeo Drive location used in the past to another venue. The success of the event is dependent on revenues from sponsorship, gated VIP and special events held in conjunction with the event, and entrance fees for vehicles.

Santa Barbara Concours: The Company planned to operate the Santa Barbara Concours in 2009 but had to postpone the event due to venue site problems. The Company ran a limited version of this event in 2010 which generated revenues of $40,189. In 2011, revenues from this event are forecast at $2,181,000. After reestablishing the event, it is assumed to grow at a rate of 7% per year. Depending on the venue selected for the event, the Company may have to obtain local permits, the granting of which cannot be assured.

Core Tour: The Company has been in discussions with the former principals of the Core Tour for them to play active operations management consulting roles to initiate the Core Tour in 2011. This event has not been run since 2004. Revenues are forecast to begin in 2011 at $1,680,000, compared with peak revenues in 2002 of $2,300,000. Revenues are assumed to grow at 16% per year thereafter as the events become established. In addition to the need to obtain local permits to conduct the events, the involvement of the former principals is important for the event to be successfully run, since these principals have extensive knowledge of the market, the venues and the competitors.

Freedom Bowl: This event was last conducted in 1996, prior to the Company’s acquisition of this event in 1998. The Company plans to begin recertification in 2011 to allow for sufficient time for the National College Athletics Association to recertify this event for 2012 and strategic negotiations with target NCAA Conference alignment. While there is no guarantee that certification will be achieved by 2010, revenues in 2012 are forecast to be $3,124,000, compared with peak revenues in 1996 of $3,603,000. In the event that recertification is not obtained timely, forecasted revenues will be delayed by one year. Revenues are assumed to grow at 7% per year thereafter as the event becomes established. In order to conduct this event successfully, the Company must obtain certification from the NCAA, obtain acceptance and cooperation from the appropriate NCAA Conference(s), obtain a stadium lease, and obtain television coverage with acceptable economics.

Maui Music Festival: this event was last conducted in 2002, prior to its acquisition by the Company in 2003. This event is planned to be restarted in the summer of 2012, with forecast revenues of $620,000, compared with peak revenues in 2000 of $923,000. After restarting the event, revenues are assumed to increase at 13% per annum thereafter. In order to conduct this event successfully, the Company must obtain local permits, engage the appropriate artists to perform and obtain the cooperation of local hotels and tour operators to establish “package” deals for customers to combine attendance at the festival with hotel and vacation planning.

Stratus Rewards VISA Program: Revenues for 2011 are forecast to be $5,313,000, which is substantially higher than the $517,620 of revenues realized in the 22 months the program was run by Stratus. The limited amount of revenues realized during this 22 month period was largely related to the then-sponsoring bank limiting the acceptance of new cardholders. This is based on the assumption that a new sponsoring bank will activate more users than the passive involvement of the prior bank and resulting failure to process applications shown by the prior sponsoring bank. In order for this effort to be successful, the Company must engage a sponsoring bank and that bank must actively support the Company’s efforts in establishing and expanding this program. In addition, the credit card market is highly regulated and if regulations change in such a manner that restricts the Company’s ability to expand, the value of the intangibles related to the Stratus Rewards VISA program could be adversely affected.

We have hired an experienced bank executive as Vice President of Stratus Rewards with the sole responsibility to obtain one or more new banks as partners in the program and to relaunch the program by 2011. Effective May 14, 2010, Stratus Media Group, Inc. (the “Company”) entered into a Co-branded Card Agreement (the “Agreement”) with Cornèr Banca SA (the “Bank”), located in Lugano, Switzerland. Under the Agreement, the parties agreed to jointly launch a co-branded consumer card payment solution targeted at high net worth individuals and a co-branded commercial payment solution targeted at small and mid-sized businesses. The cards, to be issued by the Bank, will include a loyalty rewards program. The cards are targeted to residents of Europe. The initial term of the Agreement is five years. The Company, among other things, will be responsible for marketing and administration of, and expenses relating to, the rewards program. The Bank will be responsible for issuing the cards. The Company receives a share of purchase transactions generated by a card holder and membership and initiation fees.

We perform a goodwill impairment test annually or whenever a change has occurred that would more likely than not reduce the fair value of an intangible asset below its carrying amount. We engaged an outside service provider, who computed the estimated fair value of our intangible assets at December 31, 2010, using several valuation techniques, including discounted cash flow analysis. The service provider computed future projected cash flows using information we provided, including estimated future results of the events and card operations. We then compared the estimated fair value of the reporting unit to the carrying value of the reporting unit.

As of December 31, 2010, the Company determined that the $450,000 of value assigned to Stratus Rewards as Corporate Membership was no longer available to the Company and that $100,000 of value assigned to Stratus Rewards proprietary software had been impaired given the availability of commercial software with similar or better functionality. Accordingly, the Company took total impairment charges of $550,000 as of December 31, 2010, and wrote off the $450,000 carrying value of the Stratus Rewards Corporate Membership and reduced the carrying value of the Stratus Rewards software by $100,000.

As of December 31, 2009, the Company determined that the seller of the Beverly Hills Concours event could not deliver the vote of the merchants on Rodeo Drive to allow the event to be held there. Because of that determination and the statute of limitations had expired on the ability of the sellers to collect on the remaining portion of the event acquisition liability, the Company eliminated the remaining event acquisition liability and wrote the $430,043 against the Beverly Hills Concours intangible asset, resulting in no net expense. During 2009, a trademark expired relating to the Long Beach Marathon and the Company has elected to not renew the trademark and to no longer plan to conduct this event in the future. Accordingly, an impairment charge of $300,000 was taken in 2009. In addition, the Company determined that $15,000 of intangible assets for athlete management had been impaired and a charge was taken in 2009 for this amount. The fair value for the Maui Music Festival as of December 31, 2009 was determined to be $510,356, which was less than the book value of this asset. Accordingly, the Company recorded an impairment charge of $325,805 to bring the book value for the Maui Music Festival to $400,000. The Company incurred another impairment charge of $100,000 at December 31, 2010.

Income Taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which is codified in FASB ASC Topics 740-10 and 740-30, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision for income taxes represents the tax payable for the period and the change during the period in deferred tax assets and liabilities.

As of December 31, 2010, the Company had a deferred tax asset of $10,708,426, that was fully reserved and a net operating loss carryforward of approximately $23,402,642 for Federal purposes. The Company will continue to monitor all available evidence and reassess the potential realization of its deferred tax assets. If the Company continues to meet its financial projections and improve its results of operations, or if circumstances otherwise change, it is possible that the Company may release all or a portion of its valuation allowance in the future. Any such release would result in recording a tax benefit that would increase net income in the period the valuation is released.

Stock-Based Compensation

Effective January 1, 2006, we adopted SFAS No. 123R, Share Based Payment (SFAS No. 123R), which is codified in FASB ASC Topics 718, using the modified prospective transition method. New awards and awards modified, repurchased or cancelled after January 1, 2006 trigger compensation expense based on the fair value of the stock option as determined by the Black-Scholes option pricing model. We amortize stock-based compensation for such awards on a straight-line method over the related service period of the awards taking into account the effects of the employees’ expected exercise and post-vesting employment termination behavior.

We account for equity instruments issued to non-employees in accordance with the provisions of SFAS 123R and EITF Issue No. 96-18. The fair value of each option granted is estimated as of the grant date using the Black-Scholes option pricing model.

Results of Operations for the Year Ended December 31, 2010

Revenues

Revenues for 2010 (“Current Period”) were $40,189, an increase of $40,189 from $0 in revenues for 2009 (“Prior Period”). The event revenues in the Current period were related to a decreased-scale Santa Barbara Concours d’Elegance held in October 2010.

Gross Profit (Loss)

The overall gross margin for the Current Period was negative $170,204, compared to overall gross margin for the Prior Period of $0. The decreased-scale Santa Barbara Concours d’Elegance held in October 2010 was designed to re-establish the Company’s position in the automotive event business. To do so, the Company established a cost structure intended to successfully position the business, rather than a cost structure intended for profitability. Of the $210,393 in cost of revenues for this event, $75,246 was for advertising and marketing, $65,200 was for facilities and rentals, $13,536 was for charitable contributions and $56,411 was for other expenses.

Operating Expenses

Overall operating expenses for the Current Period were $7,466,752, an increase of $3,877,485, or 108%, from $3,589,267 in the Prior Period. General and administrative expenses in the Current Period of $2,167,840 increased by $1,189,594, or 118%, from $992,497 in the Prior Period, primarily related to an increase of $800,477 in personnel expenses in the Current Period and an increase of $170,233 in marketing and promotion expenses, primarily for the Company’s White Card program.

Impairment of Intangible Expenses for the Current Period was $650,000, an increase of $9,195, or 1%, from $640,805 in the Prior Period. The amount of expense in both years was based on the Company’s annual review for impairment.

Warrant and Fair Value expense was $2,934,040, an increase of $1,772,447, or 153%, from $1,161,593 in the Prior Period, related to a $2,531,268 increase in Black-Scholes expense for options granted during the Current Year for employment contracts, offset by a decrease of $758,821 in Fair Value expense related to securities being sold in 2010 that were closer to market price than in 2009.

Legal and professional services of $1,665,200 increased by $918,032, or 123%, from $747,168 in the Prior Period, primarily related to an increase of $355,173 in consulting services used to establish and develop operations in Europe, $302,500 for financial consultants to assist in raising capital for the Company and providing financial guidance, and an increase of $419,707 in legal expenses, primarily related to litigation, offset by a $169,520 reduction in general consulting expenses. Depreciation and amortization remained relatively constant with $49,672 in the Current Period, compared with $47,204 in the Prior Period.

Other (Income)/Expenses

Other Income/(Expenses) for the Current Period was a net expense of $691,260, which decreased by $1,002,346, or 322%, from a net gain of $311,086 in Prior Period. The net expense in the Current Period was related to an expense of $704,480 for the issuance of 835,822 shares of common stock as final settlement of a dispute with a long-term shareholder regarding the number of shares issued pursuant to a subscription agreement executed during 2007. The net gain of $311,086 in the Prior Period reflected a gain of $312,971 on the writeoff for accounts payable related to events that were canceled in 2004 and 2005 and which were past the statute of limitations for collection.

Interest Expense

Interest expense was $81,389 in the Current Period, a decrease of $41,528, or 34%, from $122,917 in the Prior Period, primarily related to lower levels of debt.

Quarterly Results (Unaudited)

The following table sets forth in thousands our unaudited historical revenues, operating income and net loss by quarter during 2009 and 2010:

	Three Months Ended (Thousands except earnings per share)
	3/31/09			6/30/09			9/30/09			12/31/09			3/31/10			6/30/10			9/30/10			12/31/10

Revenues	$	-		$	-		$	-		$	-		$	-		$	-		$	-		$	40
Cost of Revenues		-			-			-			-			-			-			-			210
Gross Profit		-			-			-			-			-			-			-			(170	)

Impairment of intangibles		-			-			-			641			-			-			-			650
Fair value charge for stock sales
and value of warrants issued		111			305			110			635			2,838			807			635			(1,360	)
Other operating expenses		270			426			461			631			548			1,013			1,008			1,328
Total operating expenses		381			731			571			1,907			3,386			1,820			1,643			618

Loss from operations		(381	)		(731	)		(571	)		(1,907	)		(3,386	)		(1,820	)		(1,643	)		(788	)
Other (income) expenses		27			(21	)		(19	)		(176	)		540			18			190			25
Net Loss	$	(408	)	$	(710	)	$	(552	)	$	(1,731	)	$	(3,926	)	$	(1,838	)	$	(1,833	)	$	(813	)

Basic and diluted earnings
per share	$	(0.01	)	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.07	)	$	(0.03	)	$	(0.03	)	$	(0.01	)
Basic and diluted weighted-
average common shares		57,250			57,776			57,751			57,986			59,087			60,768			62,522			64,139

Liquidity and Capital Resources

The report of our independent registered public accounting firm on the financial statements for the years ended December 31, 2010 and 2009 contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern as a result of recurring losses, a working capital deficiency, and negative cash flows. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that would be necessary if we are unable to continue as a going concern.

During the year ended December 31, 2010, we sold 3,474,230 shares to investors for $2,310,000. The Company is actively pursuing equity capital and is targeting an initial raise of $10 million to $20 million. The proceeds raised will be used for operational expenses, settling existing liabilities, acquisitions and selling expenses. Due to our history of operating losses and the current credit constraints in the capital markets, we cannot assure you that such financing will be available to us on favorable terms, or at all. If we cannot obtain such financing, we will be forced to curtail our operations or may not be able to continue as a going concern, and we may become unable to satisfy our obligations to our creditors. In such an event we will need to enter into discussions with our creditors to settle, or otherwise seek relief from, our obligations.

As of December 31, 2010, our principal sources of liquidity consisted of accounts payable and accrued expenses and the issuance of equity securities. In addition to funding operations, our principal short-term and long-term liquidity needs have been, and are expected to be, the settling of obligations to our creditors, capital expenditures, the funding of operating losses until we achieve profitability, and general corporate purposes. In addition, commensurate with our level of sales, we will require working capital for sales and marketing costs to market our event properties. At December 31, 2010, we had no cash on hand and we had negative working capital of $4,317,164. At December 31, 2009, we had no cash on hand and we had negative working capital of $3,160,140.

Cash Flows

The following table sets forth our cash flows for 2010 and 2009:

	Year Ended December 31,
	2010			2009
Operating activities	$	(1,981,126	)	$	(1,057,070	)
Investing activities		(1,384,445	)		(213,122	)
Financing activities		3,365,571			1,269,392
Total change	$	-		$	(800	)

Operating Activities

Operating cash flows for 2010 reflect our net loss of $8,409,605, offset by a source of funds from working capital of $728,293, impairment of intangible assets of $650,000, non-cash items (depreciation and amortization) of $49,672, and expense for value of stock issued in excess of liabilities received of $2,934,040. The change in working capital is primarily related to an increase of $518,307 of accounts payable, a net of $293,125 of accrued salaries, and $525,678 of accrued liabilities, offset, in part, by an increase in prepaid expenses.

Operating cash flows for 2009 reflect our net loss of $3,401,098, offset by a source of funds from working capital of $336,277, impairment of intangible assets of $640,805, non-cash items (depreciation and amortization) of $47,204 and expense for value of stock issued in excess of liabilities received of $1,161,593. The change in working capital is primarily related to a net of $277,500 of accrued salaries, $118,305 of accrued interest, and $217,916 of accrued liabilities, offset by a decrease of $163,832 for deferred salaries.

Investing Activities

Capital constraints resulted in no cash used in investing activities during either period.

Summary of Contractual Obligations

Set forth below is information concerning our known contractual obligations as of December 31, 2010 that are fixed and determinable by year.

									After
	Total		2011		2012		2013		2013
Debt obligations*	$	1,000,000	$	375,000	$	500,000	$	125,000	$	-
Other debt obligations		547,017		547,017		-		-		-
Event acquisition liabilities		483,718		483,718		-		-		-
Legal Judgments		90,732		90,732		-		-		-
Rent obligations		207,612		69,204		69,204		69,204		-
Total	$	2,329,079	$	1,565,671	$	569,204	$	194,204	$	-

*	Debt incurred in connection with acquisition of Stratus. Repayment is triggered by first funding of at least $3,000,000. For purposes of this schedule such funding is assumed to occur by June 30, 2011.

Financing Activities

During 2010, we received cash proceeds of $2,310,000 and $625,720 from the sales of common and preferred stock, respectively. In 2009, we received cash proceeds of $1,294,000 from the sale of common stock.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

Item 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for smaller reporting companies.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Stratus Media Group, Inc.

Santa Barbara, California

We have audited the accompanying balance sheets of Stratus Media Group, Inc. as of December 31, 2010 and 2009, and the related statements of operations, stockholders’ equity/(deficit) and cash flows for each of the two years in the period ended December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. Our audits considered internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Stratus Media Group, Inc. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses and has negative cash flow from operations. These conditions raise substantial doubt as to the ability of the Company to continue as a going concern. These financial statements do not include any adjustments that might result from such uncertainty.

Goldman Kurland Mohidin, LLP

Encino, California

April 25, 2011

STRATUS MEDIA GROUP, INC.

BALANCE SHEETS

	December 31,
	2010			2009

ASSETS

Current assets
Cash	$	-		$	-
Prepaid expenses		613,150			4,333
Total current assets		613,150			4,333

Deposits		40,494			40,494
Property and equipment, net		10,051			1,798
Intangible assets, net		2,255,688			2,951,098
Goodwill		1,073,345			1,073,345
Acquisition deposits		1,582,809			212,000
Total assets	$	5,575,537		$	4,283,068

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Bank overdraft	$	62,796		$	8,260
Accounts payable		903,258			384,951
Deferred salary		330,625			37,500
Accrued interest		310,634			242,284
Accrued expenses - legal judgments		90,732			95,732
Other accrued expenses and other liabilities		1,320,595			859,387
Loans payable to officers and a director		795,939			445,624
Current portion of notes payable to shareholders		465,000			465,000
Notes payable		167,017			142,017
Event acquisition liabilities		483,718			483,718
Total current liabilities		4,930,314			3,164,473

Non-current liabilities
Non-current portion of notes payable to shareholders		625,000			625,000

Total liabilities		5,555,314			3,789,473

Commitments and contingencies

Shareholders' equity
Series C 10% Preferred Stock, $30.00 par value: 1,000,000		454,799			-
shares authorized, 18,365 and 0 shares outstanding
Series D 10% Preferred Stock, $30.00 par value: 500,000		143,976			-
shares authorized, 5,999 and 0 shares outstanding
Common stock, $0.001 par value: 200,000,000 shares authorized		64,122			58,615
64,122,301 and 58,613,793 shares issued and outstanding
Additional paid-in capital		26,590,681			18,508,762
Stock subscription receivable, net		(749,968	)		-
Accumulated deficit		(26,483,387	)		(18,073,782	)
Total shareholders' equity		20,223			493,595
Total liabilities and shareholders' equity	$	5,575,537		$	4,283,068

See accompanying Notes to Financial Statements.

STRATUS MEDIA GROUP, INC.

STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2010			2009


Net revenues	$	40,189		$	-
Cost of revenues		210,393			-
Gross profit		(170,204	)		-

Operating expenses
General and administrative		2,167,840			992,497
Impairment of intangible assets		650,000			640,805
Warrant expense and fair value
charge for stock sales		2,934,040			1,161,593
Legal and professional services		1,665,200			747,168
Depreciation and amortization		49,672			47,204
Total operating expenses		7,466,752			3,589,267

Loss from operations		7,636,956			(3,589,267	)

Other (income)/expenses
Other (income)/expenses		691,260			(311,086	)
Interest expense		81,389			122,917
Total other (income) expenses		772,649			(188,169	)

Net loss	$	8,409,605		$	(3,401,098	)


Basic and diluted loss
per share	$	(0.14	)	$	(0.06	)

Basic and diluted weighted-
average common shares		61,580,154			57,693,157

See Accompanying Notes to Financial Statements

STRATUS MEDIA GROUP, INC.

STATEMENTS OF STOCKHOLDER’S EQUITY / (DEFICIT)

	Common Stock						Additional			Accumulated			Subscription			Series C 10%		Series D
	Shares			Amount			Paid-In Capital			Deficit			Receivable			Preferred		Preferred		Total

Balance as of December 31, 2008		57,130,879		$	57,132		$	15,154,541		$	(14,672,684	)	$	(100,000	)					$	438,989

Issuance of common stock for cash		1,100,707			1,100			1,292,900													1,294,000
Value of warrants								388,921													388,921
Stock issued for services		75,770			76			158,149													158,225
Charge for fair value of common stock
above selling price								772,671													772,671
Stock issued to settle amounts owed to
officer of Company		425,836			426			899,961													900,387
Cancellation of stock subscription receivable		(119,399	)		(119	)		(158,381	)					100,000							(58,500	)
Net loss											(3,401,098	)									(3,401,098	)
Balance at December 31, 2009		58,613,793		$	58,615		$	18,508,762		$	(18,073,782	)	$	-						$	493,595

Issuance of common stock for cash		3,474,230			3,474			2,306,526													2,310,000
Issuance of preferred stock for cash								26,945									454,799		143,976		625,720
Value of warrants and options								3,157,233													3,157,233
Stock issued for services		1,198,456			1,197			1,360,796													1,361,993
Stock issued to settle claim		835,822			836			703,644													704,480
Charge for fair value of common stock
above selling price								(223,193	)												(223,193	)
Stock subscription receivable								749,968						(749,968	)
Net loss											(8,409,605	)									(8,409,605	)
Balance at December 31, 2010		64,122,301		$	64,122		$	26,590,681		$	(26,483,387	)	$	(749,968	)	$	454,799	$	143,976	$	20,223

See Accompanying Notes to Financial Statements.

STRATUS MEDIA GROUP, INC.

STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2010			2009

Cash flows from operating activities:
Net loss	$	(8,409,605	)	$	(3,401,098	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization		49,672			47,204
Impairment of intangible assets, net of related liabilities		650,000			640,805
Value of stock issued in excess of value received
and for warrant expense		2,934,040			1,161,593
Stock issued for services		1,361,993			158,149
Stock issued to settle legal disputes		704,480			-
Increase / (decrease) in:
Inventory		-			10,165
Deposits and prepaid expenses		(608,817	)		9,482
Accounts payable		518,307			(8,966	)
Deferred salary		293,125			(163,832	)
Accrued interest		68,350			277,500
Legal judgment		(5,000	)		118,305
Other accrued expenses and liabilities		462,329			217,916
Redemption fund reserve		-			(124,293	)
Net cash used in operating activities		(1,981,126	)		(1,057,070	)

Cash flows from investing activities:
Capital expenditures		(13,636	)		(1,122	)
Advances to acquisition targets		(1,370,809	)		(212,000	)
Net cash used in investing activities		(1,384,445	)		(213,122	)

Cash flows from financing activities:
Bank overdraft		54,536			8,260
Transfer from restricted to operating cash		-			50,023
Proceeds on loans payable to officers and a director		350,315			(30,391	)
Proceeds on notes payable		25,000			(52,500	)
Proceeds from issuance of preferred stock		625,720			-
Proceeds from issuance of common stock		2,310,000			1,294,000
Net cash provided by financing activities		3,365,571			1,269,392

Increase/(Decrease) in cash and cash equivalents		-			(800	)

Cash and cash equivalents, beginning of period		-			800

Cash and cash equivalents, end of period	$	-		$	-

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	-		$	-
Cash paid during the period for income taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
Conversion of accrued interest into common stock	$	-		$	69,442
Conversion of loans, accrued salary, accrued interest and expenses due to
an officer of the company into common stock	$	-		$	900,387

See accompanying Notes to Financial Statements

STRATUS MEDIA GROUP, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2010 and 2009

Business

On March 14, 2008, pursuant to an Agreement and Plan of Merger dated as August 20, 2007 between Feris International, Inc. (“Feris”) and Pro Sports & Entertainment, Inc. (“PSEI”), Feris issued 49,500,000 shares of its common stock for all of the issued and outstanding shares of PSEI, resulting in PSEI becoming a wholly-owned subsidiary of Feris and the surviving entity for accounting purposes (“Reverse Merger”). In July 2008, Feris’ corporate name was changed to Stratus Media Group, Inc. (“Company”).

PSEI, a California corporation, was organized on November 23, 1998 and specializes in sports and entertainment events that it owns, operates, manages, markets and sells in national markets. PSEI acquired the business of Stratus Rewards, LLC (“Stratus Rewards”) in August 2005 and Stratus Rewards is a wholly-owned subsidiary of PSEI. Stratus Rewards is a credit card rewards program that uses the Visa card platform that offers a unique luxury rewards redemption program, including private jet travel, premium travel opportunities, exclusive events and luxury merchandise. In May 2010, the Company entered into an agreement with a private bank in Switzerland for it to be the processing bank for Stratus Rewards in Europe.

2. Going Concern

The Company has suffered losses from operations and, without additional capital, currently lacks liquidity to meet its current obligations. The Company had net losses for 2010 and 2009 of $8,409,605 and $3,401,098, respectively. As of December 31, 2010, the Company had negative working capital of $4,317,164 and cumulative losses of $26,483,387. Unless additional financing is obtained, the Company may not be able to continue as a going concern. During 2010, the Company raised $2,935,720 in capital through the issuance of $2,310,000 of common stock and $625,720 of preferred stock. In 2009, the Company raised $1,294,000 in capital through the issuance of common stock. The Company is actively seeking additional capital to establish operations, restart the card and event businesses and complete and integrate targeted acquisitions. However, due to the current economic environment and the Company’s current financial condition, we cannot assure current and future stockholders there will be adequate capital available when needed and on acceptable terms. From January 1, 2011 through April 22, 2011, the Company has raised a total of $1,354,990 in capital from placements of a combination of its Series D Preferred Stock and common stock with warrants.

The financial statements were prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result if the Company be unable to continue as a going concern.

3. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission “SEC”).

Stock Split

On March 14, 2008, the Board of Directors of the Company approved a 3.5821 for 1.000 forward stock split of the outstanding shares of Stratus's common stock. The effective date of the stock split was March 14, 2008 and was concurrent with the Reverse Merger. All share and per share information have been adjusted to give effect to the stock split for all periods presented, including all references throughout the financial statements and accompanying notes.

Use of Estimates

The preparation of our consolidated financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements and accompanying notes. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may differ from such estimates and assumptions.

Event Revenues

Event revenue consists of ticket sales, participant entry fees, corporate sponsorships, advertising, television broadcast fees, athlete management, concession and merchandise sales, charity receipts, commissions and hospitality functions. The Company recognizes admissions and other event-related revenues when the events are held in accordance with SEC Statement Accounting Bulletin (“SAB”) 104. Revenues received in advance and related direct expenses pertaining to specific events are deferred until the events are actually held.

Stratus Rewards White Visa Card

Stratus Rewards, the Company’s affiliate redemption credit card rewards program, generates revenues from transaction fees generated by member purchases using the card, and membership fees. Revenue is recognized when transaction fees are received and membership fees are amortized and recognized ratably over the twelve-month membership period from the time of receipt.

Allowance for Uncollectible Receivables

Accounts receivable are recorded at their face amount, less an allowance for doubtful accounts. We review the status of our uncollected receivables on a regular basis. In determining the need for an allowance for uncollectible receivables, we consider our customers financial stability, past payment history and other factors that bear on the ultimate collection of such amounts.

Cash Equivalents

We consider all highly liquid investments purchased with maturities of three months or less to be cash equivalents.

Restricted Cash

A portion of each credit card transaction by a card member is deposited into a trust account. This account is used to fund the purchase of goods or services by the card member through redemption of purchasing points. If a card member cancels their card and leaves unclaimed redemption points, the Company is entitled to the cash equivalent of those unclaimed points. With that exception, the cash otherwise is earmarked for member benefits and is not available to the Company for use in operations.

The Company maintains its cash in an account with a major financial institution. Deposits with this financial institution may exceed the amounts of insurance provided on such deposits. The Company has not experienced any losses on its deposits of cash with this financial institution.

Fair Value of Financial Instruments

Our financial instruments include cash and cash equivalents, accounts receivables, accounts payable, a line-of-credit and accrued liabilities. The carrying amounts of financial instruments approximate fair value due to their short maturities.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. We record depreciation using the straight-line method over the following estimated useful lives:


Equipment		3 – 5 years
Furniture and fixtures		5 years
Software		3 years
Leasehold improvements		Lesser of lease term or life of improvements

Goodwill and Intangible Assets

Intangible assets consist of goodwill related to the Stratus Rewards Visa White Card that we have acquired. Goodwill represents the excess of the cost of an acquired entity over the net amounts assigned to tangible and intangible assets acquired and liabilities assumed. We apply the provisions of Statement of Financial Accounting Standards (SFAS) No. 142 Goodwill and Other Intangible Assets, which is codified in FASB ASC Topic 350, which requires allocating goodwill to each reporting unit and testing for impairment using a two-step approach.

The Company purchased several events that are valued on the Company’s balance sheet as intangible assets with a value equal to the consideration paid for such assets, which generally include licensing rights, naming rights, merchandising rights and the right to hold such event in particular geographic locations. There was no goodwill assigned to any of these events and the value of the consideration paid for each event is considered to be the value for each related intangible asset. Each event has separate accounts for tracking revenues and expenses per event and a separate account to track the asset valuation.

A portion of the consideration used to purchase the Stratus Rewards Visa card program was allocated to specific assets, as disclosed in the footnotes to the financial statements, with the difference between the specific assets and the total consideration paid for the program being allocated to goodwill.

The Company reviews the value of intangible assets and related goodwill as part of its annual reporting process, which generally occurs in February or March of each calendar year. In between valuations, the Company conducts additional tests if circumstances warrant such testing. For example, if the Company was unable to secure the services of any sponsoring banks, the Company would then undergo a thorough valuation of the intangible assets related to its Stratus Rewards program.

To review the value of intangible assets and related goodwill, the Company compares discounted cash flow forecasts with the stated value of the assets on the balance sheet.

The events are forecasted based on historical results for those events, adjusted over time for the assumed synergies expected from discounts from purchases of goods and services from a number of events rather than from each event on its own, and for synergies resulting from the expected ability to provide sponsors with benefits from sponsoring multiple events with a single point of contact.

These forecasts are discounted at a range of discount rates determined by taking the risk-free interest rate at the time of valuation, plus a premium for equity risk, plus a premium related to small companies in general, plus a risk premium for factors specific to the Company and the business that range from 9.5% for events to 55% for the Stratus Rewards Visa card. The total discount rates ranged from 27% for events, to 69% for athlete management to 79% for the Stratus Rewards program. Terminal values are determined by taking cash flows in year five of the forecast, then applying an annual growth of 2.0% to 2.4% for twenty years and discounting that stream of cash flows by the discount rate used for that section of the business.

If the Company determines that the discount factor for cash flows should be substantially increased, or the event will not be able to being operations when planned, it is possible that the values for the intangible assets currently on the balance sheet could be substantially reduced or eliminated, which could result in a maximum charge to operations equal to the current carrying value of the intangible assets of $3,329,033.

We believe that the events carried as intangible assets on the balance sheet will generate revenues and be profitable because they were profitable when they were acquired by Stratus and the Company has demonstrated that it can operate events in a profitable manner.

The following chart shows each event with an intangible value on the balance sheet as of December 31, 2010 or 2009 and the peak revenue and gross margin that each event achieved prior to acquisition. It should be noted that most events while privately owned tend to commingle business and personal expenses in an attempt to minimize profitability and the attendant tax liability, and that once owned by the Company we have or intend to eliminate those personal expenses in an attempt to maximize profitability.

		Pre- Acquisition Peak Year Results (rounded to nearest thousand)
	Peak Year	Revenues		Gross Margin $		Gross Margin %
Freedom Bowl	1996		3,603,000		607,000		16.8	%
Santa Barbara Concours	2000		880,000		229,000		26.0	%
Beverly Hills Concours	2001		1,304,000		274,000		21.0	%
Core Tour	2002		2,300,000		667,000		29.0	%
Maui Music Festival	2000		923,000		203,000		22.0	%
		$	12,460,000	$	3,681,000

As of December 31, 2010, the following are the results and assumptions used for the valuation of intangibles assets and goodwill:

			Unaudited
	As of 12/31/2010							Key Forecast Assumptions
											Year		Annual
	Book		Fair		Fair Value			Discount			Revenues		Growth
Event/Item	Balance		Value		As % of Book			Rate			Begin		Rate
Beverly Hills Concours	$	169,958	$	1,819,849		1,071	%		35	%		2011		7	%
Santa Barbara Concours		243,000		2,529,936		1,041	%		35	%		2011		7	%
Core Tour		1,067,069		1,632,755		153	%		35	%		2011		16	%
Freedom Bowl		344,232		983,592		286	%		35	%		2012		7	%
Maui Music		300,000		417,454		139	%		35	%		2012		13	%
Total Events		2,124,259		7,383,586		348	%

Stratus Rewards:
Technology		58,629
Membership list		49,500
Corporate partner list		23,300
Corporate membership		-
Goodwill		1,073,345
Total Stratus Rewards		1,204,774		15,528,253		1,289	%		65	%		2011		171	%
Total Events & Stratus	$	3,329,033	$	22,911,839		688	%

Most events are held during the summer months and require approximately six months of lead time to adequately plan the event. We believe that with the receipt of adequate funding by the second quarter of 2011, we will have more than sufficient time to plan and execute the Beverly Hills Concours and Core Tour in 2011 and Maui Music events in 2012. To allow for the NCAA approval process, we deferred the assumed start of the Freedom Bowl until 2012.

As of December 31, 2009, the Company determined that the seller of the Beverly Hills Concours event could not deliver the vote of the merchants on Rodeo Drive to allow the event to be held there. Because of that determination and the statute of limitations had expired on the ability of the sellers to collect on the remaining portion of the event acquisition liability, the Company eliminated the remaining event acquisition liability and wrote the $430,043 against the Beverly Hills Concours intangible asset, resulting in no net expense. During 2009, a trademark expired relating to the Long Beach Marathon and the Company has elected to not renew the trademark and to no longer plan to conduct this event in the future. Accordingly, an impairment charge of $300,000 was taken in 2009. In addition, the Company determined that $15,000 of intangible assets for athlete management had been impaired and a charge was taken in 2009 for this amount. The fair value for the Maui Music Festival as of December 31, 2009 was determined to be $510,356, which was less than the book value of this asset. Accordingly, the Company recorded an impairment charge of $325,805 to bring the book value for the Maui Music Festival to $400,000. In addition, at December 31, 2010, the Company recorded an additional $100,000 impairment charge related to the Maui Music Festival to bring the book value to $300,000.

Research and Development

Research and development costs not related to contract performance are expensed as incurred. We did not incur any research and development expenses for 2010 or 2009.

Capitalized Software Costs

We did not capitalize any software development costs during the years 2010 or 2009. Costs related to the development of new software products and significant enhancements to existing software products are expensed as incurred until technological feasibility has been established and are amortized over three years.

Valuation of Long-Lived Assets

We account for long-lived assets in accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which is codified in FASB ASC Topic 360, which requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of by sale are reflected at the lower of their carrying amount or fair value less cost to sell.

Inventory

Inventory consists of event merchandise valued at the lower of cost (determined on the first-in, first-out basis) or market. If deemed necessary, we will provide reserves for estimated obsolescence or unmarketable inventory equal to the difference between the cost of the inventory and the estimated market value based upon assumptions about future demand and market conditions. We had no inventory reserves at December 31, 2010 or 2009.

Net Loss Per Share

We compute net loss per share in accordance with SFAS No. 128, Earnings Per Share, which is codified in FASB ASC Topics 260. Basic per share data is computed by dividing loss available to common stockholders by the weighted average number of shares outstanding during the period. Diluted per share data is computed by dividing loss available to common stockholders by the weighted average shares outstanding during the period increased to include, if dilutive, the number of additional common share equivalents that would have been outstanding if potential common shares had been issued using the treasury stock method. Diluted per share data would also include the potential common share equivalents relating to convertible securities by application of the if-converted method.

The effect of common stock equivalents (which include outstanding warrants and stock options) are not included for the years 2010 or 2009, as they are antidilutive to loss per share.

Stock-Based Compensation

Effective January 1 2006, we adopted SFAS No. 123R, Share Based Payment (SFAS No. 123R), which is codified in FASB ASC Topic 718, using the modified prospective transition method. New awards and awards modified, repurchased or cancelled after January 1, 2006 trigger compensation expense based on the fair value of the stock option as determined by the Black-Scholes option pricing model. We amortize stock-based compensation for such awards on a straight-line method over the related service period of the awards taking into account the effects of the employees’ expected exercise and post-vesting employment termination behavior.

We account for equity instruments issued to non-employees in accordance with the provisions of SFAS 123R and EITF Issue No. 96-18.

The risk-free interest rate is based on U.S. Treasury interest rates, the terms of which are consistent with the expected life of the stock options. For the fiscal year ended December 31, 2010, we granted options to purchase 3,210,000 shares of common stock. There were no option grants in 2009. Future option grants will be calculated using expected volatility based upon the average volatility of our common stock.

Advertising

We expense the cost of advertising as incurred. Such amounts have not historically been significant to our operations.

Income Taxes

Recent Accounting Pronouncements

On February 25, 2010, the FASB issued ASU 2010-09 Subsequent Events Topic 855 “Amendments to Certain Recognition and Disclosure Requirements,” effective immediately. The amendments in the ASU remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of U.S. GAAP. The FASB believes these amendments remove potential conflicts with the SEC’s literature. The adoption of this ASU had no material impact on the Company’s financial statements.

On March 5, 2010, the FASB issued ASU No. 2010-11 Derivatives and Hedging Topic 815 “Scope Exception Related to Embedded Credit Derivatives.” This ASU clarifies the guidance within the derivative literature that exempts certain credit related features from analysis as potential embedded derivatives requiring separate accounting. The ASU specifies that an embedded credit derivative feature related to the transfer of credit risk that is only in the form of subordination of one financial instrument to another is not subject to bifurcation from a host contract under ASC 815-15-25, Derivatives and Hedging — Embedded Derivatives — Recognition. All other embedded credit derivative features should be analyzed to determine whether their economic characteristics and risks are “clearly and closely related” to the economic characteristics and risks of the host contract and whether bifurcation is required. The ASU is effective for the Company on July 1, 2010. Early adoption is permitted. The adoption of this ASU will not have a material impact on the Company’s financial statements.

In December 2010, the FASB issued ASU 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations.” This Update amends and clarifies the acquisition date to be used for reporting pro forma financial disclosures when comparative financial statements are presented. In addition it requires a description of the nature of and amount of any material, non-recurring pro forma adjustments directly attributable to the business combination. ASU 2010-29 is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010, with early adoption permitted. The standard will become effective for the Company beginning in January 2011 and will not have an impact on the Company’s financial position or results of operations as it only amends required disclosures.

4. Litigation

In connection with a settlement agreement in May 2005, a judgment was entered in the Superior Court of the County of Los Angeles against PSEI for the previous owners of the “Core Tour” event of $483,718 plus interest. The dispute arose out of the PSEI’s purchase of the “Core Tour” event from the plaintiffs. As of December 31, 2008, the Company recorded the $483,718 judgment. On July 31, 2008, PSEI, the Company and Core Tour agreed to a revised settlement whereby Stratus will retain all rights of the Core Tour events for $483,718 in cash by December 31, 2008 and 74,000 shares of Common Stock as payment of interest. If PSEI is not able to agree on a timetable for payment of the $483,718 and/or is not able to pay the Core Tour parties, the Core Tour parties have the right to enforce their judgment against PSEI in that amount. On December 31, 2008, the Company issued 102,840 shares of our common stock to the owners of the Core Tour as payment for accrued interest on the judgment as of that date. These shares were valued at the $163,516 based on the closing stock price of our common stock, and accrued interest on the books of $172,993 was reversed, with the difference going to other income. On November 2, 2010, the Core Tour parties obtained a levy for the judgment of $483,718 against both PSEI and the Company.

In February 2006, a former employee filed an action against PSEI and Mr. Feller in Los Angeles Superior Court, alleging breach of employment contract. In October 2006, the court entered a default judgment against the defendants for $363,519 and PSEI recorded a charge and set up a reserve of this amount for the year ended December 31, 2006. In September 2007, PSEI and Mr. Feller filed a motion to set aside the default judgment, which was granted in March 2008. PSEI reversed the reserve of $363,519 during 2008. In May 2008, the plaintiff filed an appeal of the order setting aside the default judgment. In September 2009, the court of appeals affirmed the order setting aside the default judgment, and trial in this matter was set for July 2010. Additionally, in September 2009, the plaintiff amended the complaint to add the Company as a defendant. The jury trial concluded on July 28, 2010 with the jury finding in favor of the Company, PSEI, and Mr. Feller on all counts, except two counts as against PSEI only, requiring payment by PSEI to plaintiff of $20,510. The Company, PSEI, and Mr. Feller will be seeking from plaintiff attorneys’ fees incurred from defending the action.

In connection with a consulting contract related to the acquisition of an event, the consultant obtained an arbitration award, by default, against PSEI in August 2005 for $65,316 in Los Angeles County Superior Court. In September 2005, the plaintiff filed a petition against the Company to confirm the Award against PSEI. In January 2006, the court entered a judgment on the Award and in October 2007, PSEI filed a motion to set aside the Judgment on the basis of lack of service. In November 2007, the court denied the motion to set aside the Judgment. PSEI recorded an expense of $65,316 in 2007 and has fully reserved this amount.

A former attorney for the Company filed an action against PSEI in Los Angeles County Superior Court seeking to collect allegedly unpaid legal fees in September 2005. Plaintiff purported to effect service on PSEI by service on the California Secretary of State, and on its President by publication. Plaintiff obtained a default judgment in July 2006 for $30,416. In February 2008, PSEI filed a motion to set aside the default judgment, and for leave to defend the action. The motion was denied. This amount is fully reserved on the PSEI’s financial statements, and included in the Company’s financial statements through consolidation, and pursuant to a settlement agreement, a payment of $5,000 was made in 2010.

On July 20, 2010, the Company was served with a summons by a shareholder in the Superior Court of California, Santa Barbara County, alleging breach of fiduciary duty, breach of covenant of good faith and fair dealing and conversion. The summons is seeking a jury trial for declaratory relief of not less than $600,000 and injunctive relief. The Company believes that these claims are without merit and has filed a counterclaim against this shareholder.

In July 2010, Mark Hill, a shareholder of the Company served a demand for arbitration alleging that the Company refused to remove transfer restrictions on shares of Company stock owned by him. The Demand alleges that such refusal constituted breach of contract, implied covenant of good faith and fair dealing and conversion and seeks unspecified compensatory damages, injunctive relief and attorney fees and costs. The Company is defending the claims.

In March 2011, four shareholders of the Company filed an action in Superior Court of California, Santa Barbara County, against the Company, the Company's Chief Executive Officer and Chief Financial Officer and its outside directors. The complaint alleges violations of the California Corporations Code and federal securities laws relating to the issuance of securities to the plaintiffs and breach of fiduciary duty, contract and covenant of good faith and fair dealing and conversion relating to the alleged refusal to allow the plaintiffs to sell their shares. The complaint seeks unspecified compensatory and punitive damages, recovery of attorney fees and costs and certain equitable relief. The Company believes that the claims are without merit and intends to defend the action.

5. Acquisition of Stratus Rewards

In accordance with the Asset Purchase Agreement dated August 15, 2005, by and between the Company and Stratus Rewards LLC (“Stratus Purchase Agreement”), Stratus acquired the business of Stratus, a credit card rewards program.

The total consideration for this acquisition was $3,000,000, with Stratus entering into a note payable of $1,000,000 and issuing 666,667 common shares valued at $2,000,000. The note is payable in eight quarterly equal payments over a 24 month period, with the first payment due upon completion of the first post-public merger funding of a minimum amount of $3,000,000.

The Stratus Purchase Agreement which specifically included the transfer to the Company of tangible personal property such as computers and all intellectual property, goodwill associated therewith, licenses and sublicenses. Stratus Rewards had at least $1.4 million of computer hardware and at least $0.2 million of computer software, all of which should have been transferred to the Company pursuant to the Stratus Purchase Agreement. These computer and software assets were not included in the accounting for the acquisition of Stratus Rewards by Pro Sports and the value of the computer hardware and software that was not received was allocated to goodwill. The owner of Stratus Rewards received notice on May 15, 2006 that if he did not deliver this hardware and software within 30 days, that the amount of consideration he was entitled to would be reduced by at least the $1,000,000 amount of the note, if not an additional $1,000,000 value in the common stock issued as consideration. The owner responded on June 2, 2006 that his former law firm owned the computer hardware and software and he did not have the authority to release these items to the Company.

As a result, the Company intends to vigorously dispute the validity of the $1,000,000 note to the former owner and seek to have it canceled.

The results of operations of the business acquired have been included in the Company’s Statements of Operations from the date of acquisition. Depreciation and amortization related to the acquisition were calculated based on the estimated fair market values and estimated useful lives for property and equipment and an independent valuation for certain identifiable intangible assets acquired.

Effective May 14, 2010, Stratus Media Group, Inc. (the “Company”) entered into a Co-branded Card Agreement (the “Agreement”) with Cornèr Banca SA (the “Bank”), located in Lugano, Switzerland. Under the Agreement, the parties agreed to jointly launch a co-branded consumer card payment solution targeted at high net worth individuals and a co-branded commercial payment solution targeted at small and mid-sized businesses. The cards, to be issued by the Bank, will include a loyalty rewards program. The cards are targeted to residents of Europe. The initial term of the Agreement is five years. The Company, among other things, will be responsible for marketing and administration of, and expenses relating to, the rewards program. The Bank will be responsible for issuing the cards. The Company receives a share of purchase transactions generated by a card holder and membership and initiation fees.

6. Property and Equipment

Property and equipment were as follows:

	December 31,
	2010			2009
Computers and peripherals	$	56,863		$	52,873
Office Machines		20,705			11,058
Furniture and fixtures		56,468			56,468
		134,036			120,399
Less accumulated depreciation		(123,985	)		(118,601	)
	$	10,051		$	1,798

For the years ended December 31, 2010 and 2009, depreciation expense was $4,262 and $1,793, respectively

7. Goodwill and intangible assets

Goodwill and intangible assets were as follows:

	December 31,
	2010		2009

Licensing rights for events	$	2,124,258	$	2,224,258
Goodwill for Stratus Rewards		1,073,345		1,073,345
Identified intangible assets for Stratus Rewards		131,430		726,840
Total intangible assets and goodwill	$	3,329,033	$	4,024,443

Intangible assets of the Company were as follows:

	December 31,
	2010		2009
Intangible Assets
Events
Beverly Hills Concours	$	169,957	$	169,957
Santa Barbara Concours d'Elegance		243,000		243,000
Cour Tour/Action Sports Tour		1,067,069		1,067,069
Freedom Bowl		344,232		344,232
Maui Music Festival		300,000		400,000
Total - Events		2,124,258		2,224,258

Stratus Rewards
Purchased Licensed Technology, net of		58,630		193,240
accumulated amortization of $187,471 and $152,860
Membership List, net of accuulated amortization		49,500		60,300
of $58,500 and $47,700
Corporate Partner List		23,300		23,300
Corporate Membership		-		450,000
Total - Stratus Rewards		131,430		726,840
Total Intangible Assets	$	2,255,688	$	2,951,098

In accordance with SFAS No. 142, the Company’s goodwill and intangible assets, other than the purchased licensed technology and the membership list for Stratus, are considered to have indefinite lives and are therefore no longer amortized, but rather are subject to annual impairment tests. The Company’s annual impairment testing date is December 31, but the Company monitors the facts and circumstances for all intangible properties and will record an impairment if warranted by adverse changes in facts and circumstances.

As of December 31, 2009, the Company determined that the seller of the Beverly Hills Concours event could not deliver the vote of the merchants on Rodeo Drive to allow the event to be held there. Because of that determination and the statute of limitations had expired on the ability of the sellers to collect on the remaining portion of the event acquisition liability, the Company eliminated the remaining event acquisition liability and wrote the $430,043 against the Beverly Hills Concours intangible asset, resulting in no net expense. During 2009, a trademark expired relating to the Long Beach Marathon and the Company has elected to not renew the trademark and to no longer plan to conduct this event in the future. Accordingly, an impairment charge of $300,000 was taken in 2009. In addition, the Company determined that $15,000 of intangible assets for athlete management had been impaired and a charge was taken in 2009 for this amount. The fair value for the Maui Music Festival as of December 31, 2009 was determined to be $510,356, which was less than the book value of this asset. Accordingly, the Company recorded an impairment charge of $325,805 to bring the book value for the Maui Music Festival to $400,000. At December 31, 2010, the Company determined the book value of the Maui Music Festival to be $300,000 and incurred an impairment expense of $100,000 for the year ended December 31, 2010.

The purchased licensed technology and membership list are being amortized over their estimated useful life of 10 years. For the years ended December 31, 2010 and 2009, amortization expense was $34,611 and $45,410, respectively. During 2010, the company determined that approximately $100,000 of the purchased technology should be expensed as the value of this technology has decreased at a faster rate than originally estimated at the time of acquisition. In addition, the Company determined that the acquired Corporate Membership should be expensed as this relationship with the Company had discontinued during 2010.

8. Deferred Salary

Our president has an employment contract that stipulates an annual salary of $240,000. He has not received payments for salary since prior to 2006 and the $240,000 per year is accrued quarterly. On December 31, 2009 and 2008, our president received shares as payment for accrued salary as of those dates (see footnote 11 for more details). An employee of the Company is currently receiving 50% of his base salary in cash and deferring 50% until certain conditions have been met. As of December 31, 2010 and 2009, deferred salary was $330,625 and $37,500, respectively.

9. Accrued expenses – legal judgments

As of December 31, 2010 and 2009, we had $90,732 and $95,732 reserved as Legal Judgments to accrue for a judgment of $65,316 related to amounts due under a consulting contract related to the acquisition of an event, and $30,416 related to allegedly unpaid legal bills from a former attorney for the Company. A payment of $5,000 was made during the fiscal year ended December 31, 2010. See Footnote 4 for addition information regarding these amounts.

10. Accrued liabilities

Accrued liabilities consisted of the following:

	December 31,
	2010		2009

Professional fees	$	254,244	$	163,207
Travel expenses		202,436		202,436
Consultant's fees		281,387		63,858
Payroll related		525,864		348,638
Other		56,664		81,248
Total accrued liabilities	$	1,320,595	$	859,387

11. Loans payable to officers and director

The Loans Payable to Officers and a Director represent loans from the Company’s President, an officer and a member of the board of directors and amounted to the following:

	December 31,
	2010		2009

President and director, interest at 9.5%	$	391,993	$	200,000
An officer, non-interest bearing		127,421		130,624
An officer, interest at 5.0% if not repaid on timely basis		231,525		-
A director, interest at 10.0%		45,000		115,000
Total	$	795,939	$	445,624

These loans are unsecured, due on demand, have no priority or subordination features, do not bear any restrictive covenants and contain no acceleration provisions. Interest expense on these loans for the fiscal years ended December 31, 2010 and 2009 was $49,398 and $81,862, respectively.

On December 31, 2009, the Company issued 425,836 shares of common stock to the President of the Company as payment of $900,387 for a portion of the loan due to him along with accrued salary, accrued interest and other expenses. The number of shares was determined by dividing the amounts owed by the Volume Weighted Average Price (“VWAP”) for 30 days prior to December 31, 2009.

In connection with the employment agreement for its Senior Vice President and Chief Operating Officer, the Company assumed a promissory note of $231,525 formerly owed to him by ProElite, Inc. and agreed to pay the promissory note with $121,525 payable to him upon the closing of the acquisition of ProElite by the Company, $55,000 due 90 days after the closing of the acquisition, and $55,000 due 180 days after the closing of the acquisition. Any unpaid amounts after 180 days following the closing of the acquisition will bear interest at 5% per annum. The promissory note for $231,525 is included in the Acquisition Deposits account in the Balance Sheet as of December 31, 2010.

In connection with the employment agreement for its Senior Vice President and Chief Financial Officer, the Company agreed to repay approximately $127,421 of past consulting fees and expenses over a 15-month period.

On December 31, 2009, the Company issued 425,836 shares of common stock to the President of the Company as payment of a total of $900,387 for a portion of the loan due to him along with accrued salary, accrued interest and other expenses. The number of shares was determined by dividing the amounts owed by the Volume Weighted Average Price (“VWAP”) for 30 days prior to December 31, 2009. The shares were valued at $958,131 based on the closing price of the common stock on December 31, 2009, and $57,744 was taken as a fair value expense in operating expenses.

12. Notes payable to related parties

Notes Payable to Related Parties consisted of the following:

	December 31,
	2010		2009

To shareholder (unsecured), dated
January 14, 2005, with maturity of May 14, 2005
The principal amount and accrued interest were payable
on May 14, 2005, plus interest at 10% per annum. This
note is currently in default.	$	70,000	$	70,000

To shareholder (unsecured), dated
February 1, 2005, with maturity of June 1, 2005.
The principal amount and accrued interest were payable
on June 1, 2005, plus interest at 10% per annum. This
note is currently in default.		10,000		10,000

To shareholder (unsecured), dated
February 5, 2005, with maturity of June 5, 2005.
The principal amount and accrued interest were payable
on June 5, 2005, plus interest at 10% per annum. This
note is currently in default.		10,000		10,000

To shareholder (unsecured) related to purchase
of Stratus. The note is payable in eight quarterly equal
payments over a 24 month period, with the first payment
due upon completion of the first post-public merger
funding, with such funding to be at a minimum amount
of $3,000,000.		1,000,000		1,000,000
Total		1,090,000		1,090,000
Less: current portion		465,000		465,000
Long-term portion	$	625,000	$	625,000

These notes are unsecured, have no priority or subordination features, do not bear any restrictive covenants and contain no acceleration provisions. The $1,000,000 note related to the purchase of Stratus Rewards does not bear interest. For the years ended December 31, 2010 and 2009, the Company incurred interest expense on these Notes Payable to Related Parties of $9,000 and $9,000, respectively.

13. Notes payable

Notes Payable consisted of the following:

	December 31,
	2010		2009

To a shareholder (unsecured). Payable on demand
and bears interest at 10%.	$	107,017	$	132,017

To non-shareholder
(unsecured). Payable on demand and
does not bear interest		60,000		10,000

Total (all current)	$	167,017	$	142,017

These notes are unsecured, have no priority or subordination features, do not bear any restrictive covenants and contain no acceleration provisions. For 2010 and 2009, the Company incurred interest expense on these Notes Payable of $19,383 and $15,920, respectively.

14. Event acquisition liabilities

At December 31, 2010 and 2009, the Company’s balance sheet reflected an event acquisition liability of $483,718 related to the Core Tour/Action Sports Tour.

15. Other income/(expenses)

Net expense in the Current Period was related to a $704,481 expense for the issuance of 835,822 shares of common stock as final settlement of a dispute with a long-term shareholder regarding the number of shares issued pursuant to a subscription agreement executed during 2007. The net gain of $311,086 in the Prior Period reflected a gain of $312,971 on the writeoff for accounts payable related to events that were canceled in 2004 and 2005 and which were past the statute of limitations for collection.

16. Related party transactions

From prior to fiscal 2006 through June of 2009, the Company rented office space owned by the Chairman, President and Chief Executive Officer of the Company. The total rent expense accrued by the Company in 2009 $30,000. The Company believes such rents were at or below prevailing market rates and terminated the rental of this space at the end of June 2009.

During the years ended December 31, 2010 and 2009, the Company repaid $60,000 and $20,000 on a loan made on January 19, 2005 with an original balance of $125,000 from an individual who became a director of the Company on April 30, 2009. The balance owed to this director at December 31, 2010 is $45,000. This director accrues compensation of $50,000 per annum related to his role as Chairman of the Audit Committee, of which no amounts were paid during the year ended December 31, 2010.

17. Shareholders’ Equity

Common Stock

During 2009, the Company raised $1,294,000 through the issuance of 1,100,707 shares of common stock and five-year warrants to purchase 625,000 shares at $2.00. During 2010, Company raised $2,310,000 through the issuance of 3,474,230 of common stock, respectively, and five-year warrants to purchase 1,675,000 shares of common stock at $1.00 to $1.65.

On December 31, 2009, the Company issued 425,836 shares of common stock to its President as payment of a total of $900,387 for a portion of the loan due to him along with accrued salary, accrued interest and other expenses. The number of shares was determined by dividing the amounts owed by the Volume Weighted Average Price (“VWAP”) for 30 days prior to December 31, 2009.

Series C 10% Preferred Stock

During 2010, the Company issued 18,365 shares of Series C 10% Preferred Stock (“Series C”) for $454,799. Each share of Series C sold for $30, can be converted at any time into 20 shares of common stock and has voting rights equal to 20 shares of common stock. In connection with the issuance of Series C, the Company issued 124,990 warrants with a life of 5 years to purchase a share of common stock for $2.00 per share. The Series C has liquidation preference over common stock at a liquidation value equal to its par value of $30 and pays a cumulative dividend of 10% per year, payable on July 31 and December 31of each year that the Series C is outstanding. Interest payments may be made in cash or in common stock at the discretion of the Company. The Series C automatically convert into 20 shares of common stock when the closing price for a share of common stock is $5.00 or above and the average daily trading volume for the 10 previous trading days is above 200,000 shares. Given the losses recorded by the Company, the stock equivalents related to the Series C are not included in the calculation of earnings per share since the effect of such inclusion would be antidilutive.

Since the Series C contains an embedded conversion feature, the Company performed an analysis of the Series C under ASC 815 “Derivatives and Hedging.” This analysis determined that the embedded conversion feature was not required to be bifurcated and accounted separately from the Series C because the economic risks and characteristics of the embedded conversion feature were clearly and closely related to the economic risks and characteristics of the host contract Series C, namely the risks of the common stock. The value of the beneficial conversion feature was $26,945, which was charged to equity at the time of issuance and was not included in the calculation of earnings per share. The beneficial conversion feature was calculated as the difference of the fair value of the conversion price and the intrinsic value of the preferred shares.

The Series C contains a share adjustment provision that provides for additional shares to be issued if the thirty-day volume weighted average price of the Company’s common stock (“VWAP”) is between $1.00 and $2.00 180 days after the purchase of Series C. If the VWAP is above $2.00, no action is taken. If the VWAP is between $1.00 to $2.00, additional shares are issued to the holder such that the total of the number of common shares issuable upon conversion, which is the number of Series C shares times 20 (“Conversion Shares”), plus the additional shares together equals the VWAP price equals the Conversion Shares times $2.00. If the VWAP is below $1.00 the number of additional shares are calculated as if the price were $1.00, not the actual VWAP. Once this 180-day period passes and the Company has issued the appropriate shares, if any, then Price Protection provisions of this Agreement will expire and the Company will be completely released from any future claims by the Purchaser related to this share adjustment provision.

The Company determined that derivative accounting for the embedded conversion and the share adjustment features were not required pursuant to ASC 815-10-15-74 because the features and the shares are indexed to the company’s own stock under ASC 815-40-15 (EITF Issue 07-5); the features can be classified in shareholders’ equity under ASC 815-40 (EITF Issue 00-19, paragraphs 1-11) and that Series C is classified as a conventional convertible so the embedded conversion feature can be classified in stockholders’ equity under ASC 815-40 (Issue 00-19, paragraphs 12-32). The determination was made by the Company that the Series C is a conventional convertible because the freestanding warrant is indexed to the company’s own stock under ASC 815-40-15 (EITF Issue 07-5); the freestanding warrant is classified in shareholders’ equity under ASC 815-40 (Issue 00-19, paragraphs 1-32); and the financial instrument does not include embedded puts and/or calls or other features that require bifurcation from the host contract under ASC 815.

Series D 10% Preferred Stock

During 2010, the Company issued 5,999 shares of Series D 10% Preferred Stock (“Series D”) for $170,921. Each share of Series C sold for $30, can be converted at any time into 60 shares of common stock and has voting rights equal to 60 shares of common stock. In connection with the issuance of Series D, the Company issued warrants to purchase 179,970 shares of common stock. The warrants have a life of 5 years to purchase a share of common stock for $1.00 per share. The Series D has liquidation preference over common stock at a liquidation value equal to its par value of $30 and pays a cumulative dividend of 10% per year, payable on July 31 and December 31 of each year that the Series D is outstanding. Interest payments may be made in cash or in common stock at the discretion of the Company. The Series D automatically convert into 60 shares of common stock when the closing price for a share of common stock is $5.00 or above and the average daily trading volume for the 10 previous trading days is above 200,000 shares. Given the losses recorded by the Company, the stock equivalents related to the Series D are not included in the calculation of earnings per share since the effect of such inclusion would be antidilutive.

Since the Series D contains an embedded conversion feature, the Company performed an analysis of the Series C under ASC 815 “Derivatives and Hedging.” This analysis determined that the embedded conversion feature was not required to be bifurcated and accounted separately from the Series D because the economic risks and characteristics of the embedded conversion feature were clearly and closely related to the economic risks and characteristics of the host contract Series D, namely the risks of the common stock. The value of the beneficial conversion feature was $26,945 which was charged to equity at the time of issuance and was not included in the calculation of earnings per share. The beneficial conversion feature was calculated as the difference of the fair value of the conversion price and the intrinsic value of the preferred shares.

The Series D contains a share adjustment provision that provides for additional shares to be issued if the thirty-day volume weighted average price of the Company’s common stock (“VWAP”) is between $0.50 and $1.00 180 days after the purchase of Series D. If the VWAP is above $1.00, no action is taken. If the VWAP is between $0.50 to $1.00, additional shares are issued to the holder such that the total of the number of common shares issuable upon conversion, which is the number of Series D shares times 60 (“Conversion Shares”), plus the additional shares together equals the VWAP price equals the Conversion Shares times $1.00. If the VWAP is below $0.50 the number of additional shares are calculated as if the price were $0.50, not the actual VWAP. Once this 180-day period passes and the Company has issued the appropriate shares, if any, then Price Protection provisions of this Agreement will expire and the Company will be completely released from any future claims by the Purchaser related to this share adjustment provision.

The Company determined that derivative accounting for the embedded conversion and the share adjustment features was not required pursuant to ASC 815-10-15-74 because these features are indexed to the company’s own stock under ASC 815-40-15 (EITF Issue 07-5); the features can be classified in shareholders’ equity under ASC 815-40 (EITF Issue 00-19, paragraphs 1-11) and that Series D is classified as a conventional convertible so the features can be classified in stockholders’ equity under ASC 815-40 (Issue 00-19, paragraphs 12-32). The determination was made by the Company that the Series D is a conventional convertible because the freestanding warrant is indexed to the company’s own stock under ASC 815-40-15 (EITF Issue 07-5); the freestanding warrant is classified in shareholders’ equity under ASC 815-40 (Issue 00-19, paragraphs 1-32); and the financial instrument does not include embedded puts and/or calls or other features that require bifurcation from the host contract under ASC 815.

Stock Options

During 2010, the Company issued options to purchase 3,210,000 shares of common stock in connection with a consulting agreement. The Black Scholes value of these options was $1,012,977, which is being amortized over the respective vesting periods. These options have a strike price of $1.50 to $3.50 per share and a five-year life. The following assumptions were used for the Black Scholes calculations to determine these expenses:

Range of estimated fair value of underlying common stock	$	0.50 - $2.54
Remaining life		5.0
Range of risk-free interest rates		1.18% - 2.51	%
Range of expected volatilities		89% - 106	%
Dividend yield		-

The following table sets forth the activity of our stock options to purchase common stock:

	Options Outstanding									Options Exercisable
						Weighted						Weighted
						Average		Weighted				Average		Weighted
						Remaining		Average				Remaining		Average
	Options			Range of		Life in		Exercise		Options		Life in		Exercise
	Outstanding			Exercise Prices		Years		Price		Exercisable		Years		Price
As of December 31, 2008		7,067,852		$	0.14-$0.84		3.3	$	0.19		8,033,913		2.7	$	0.19
Forfeited		(8,000	)					$	0.43
Exercised
Granted
As of December 31, 2009		7,059,852		$	0.14 - $1.50		2.0	$	0.43		6,397,352		1.7	$	0.31
Forfeited		-			-		-		-		-		-		-
Exercised		-			-		-		-		-		-		-
Granted		3,210,000		$	1.50 - $3.50		4.0	$	2.03		2,115,332		4.0	$	2.03
As of December 31, 2010		10,269,852		$	0.14 - $3.50		2.4	$	0.94		8,512,684		2.0	$	0.94

Warrants

During 2005, the Company granted warrants with rights to purchase $36,250 of its common stock. These warrants have terms of five years and the exercise prices for these warrants will be the share prices applicable in the next Company financing after March 2008. The warrants expire by December 31, 2010 and the exercise prices for these warrants and the number of shares for such warrants are to be determined by the share price used in such financing. The Company valued these warrants, using the Black-Scholes option pricing model, at December 31, 2009 at $0 and included this liability in other accrued expenses and other liabilities.

Since this Company financing event has not occurred, the number of shares and the purchase price related to these warrants could not be determined as of December 31, 2009. The Company analyzed these warrants in accordance with EITF pronouncement No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”. The Company determined that the warrants should be classified as a liability based on the fact that the number of shares attributable to these warrants is indeterminate.

These warrants were granted as financing costs related to notes payable agreements with two shareholders and one non-shareholder. The warrants are accounted for as financing costs which were capitalized and amortized over the five-year life of the debt. There was no related amortization expense in 2009 or 2010.

Since the number of shares and the purchase price related to these warrants can’t be determined, which in turn prevents a determination of the Black Scholes value of these warrants and consequent determination of the charge to the income statement, if any, for the periods ending on those dates.

During 2010, the Company issued warrants to purchase 2,408,626 shares of common stock in connection with the sale of common stock. These warrants have a strike price in the range of $1.00 to 2.00 per share, vest upon issuance and a life of five years. The Black Scholes expense for these options was $1,012,977, which was recorded in operating expenses. There are no repricing or antidilution features for any these warrants. The Black-Scholes expenses for the warrants issued during 2010 were calculated using the following assumptions:

Range of estimated fair value of underlying common stock	$	1.01 - $1.80
Range of remaining lives (in years)		4.6 - 5.0
Range of risk-free interest rates		2.04% - 2.62	%
Range of expected volatilities		101% - 106	%
Dividend yield		-

The following table sets forth the activity of our warrants to purchase common stock. This presentation does not includes warrants to purchase 1,350,000 shares held by members of our board of directors that were previously presented as part of the warrants section of this footnote, but have been moved to the options section above. This change was made since warrants for directors are accounted for in the same manner as options to employees under ASC 505 (FAS 123R), and the Company therefore believes that it is preferable to present pools of options and warrants with identical accounting treatment within each pool. Of these 1,350,000 shares of director’s warrants now presented with options, 487,500 were vested as of September 30, 2010 and both the outstanding and vested warrants had an average life of 4.0 years and an average strike price of $1.50. The opening balances as of December 31, 2009 were restated to conform to this revised presentation.

A summary of the warrants:

	Warrants Outstanding								Warrants Exercisable
					Weighted						Weighted
					Average		Weighted				Average		Weighted
					Remaining		Average				Remaining		Average
	Warrants		Range of		Life in		Exercise		Warrants		Life in		Exercise
	Outstanding		Exercise Prices		Years		Price		Exercisable		Years		Price
As of December 31, 2008		64,050	$	2.00		3.5	$	2.00		64,050		3.5	$	2.00
Forfeited		-		-		-		-		-		-		-
Exercised		-		-		-		-		-		-		-
Granted		-		-		-		-		-		-		-
As of December 31, 2009		64,050	$	2.00		3.5	$	2.00		64,050		3.5	$	2.00
Forfeited		-		-		-		-		-		-		-
Exercised		-		-		-		-		-		-		-
Granted		2,408,626	$	1.00 - $2.00		4.8	$	1.35		2,408,626		4.8	$	1.35
As of December 31, 2010		2,472,676	$	1.00 - $2.00		4.4	$	1.37		2,472,676		4.4	$	1.37

18. Commitments and contingencies

Office space rental

On May 1, 2009, the Company entered into a lease for approximately 1,800 square feet of office space in Santa Barbara, California for use as its executive offices. This lease was amended on July 21, 2009 and expires on December 31, 2013 with a three-year renewal term available at an initial rent plus common area charges of $5,767 per month.

From May 2008 to June 2009, our corporate headquarters were located in West Hollywood, California, where we leased approximately 2,600 square feet of space which is used for our corporate headquarters, general administrative functions, and sales and marketing efforts at $8,500 a month from April 1, 2008 to October 31, 2008, and $11,400 per month from November 1, 2008 until we vacated the lease in May 2009. Subsequent to our departure from the premises, the Company settled with the landlord to pay $90,000 to terminate the lease. To date, we have paid $60,000.

From prior to January 1, 2008 until May 2009, we leased approximately 1,800 square feet of space in Santa Barbara, California, for executive use at $4,000 per month under a lease expiring December 31, 2010.

Rent expense for 2010 and 2009 was $92,194 and $135,643, respectively.

Contractual obligations

Set forth below is information concerning our known contractual obligations as of December 31, 2010 that are fixed and determinable by year.

									After
	Total		2011		2012		2013		2013
Debt obligations*	$	1,000,000	$	375,000	$	500,000	$	125,000	$	-
Other debt obligations		547,017		547,017		-		-		-
Event acquisition liabilities		483,718		483,718		-		-		-
Legal Judgments		90,732		90,732		-		-		-
Rent obligations		207,612		69,204		69,204		69,204		-
Total	$	2,329,079	$	1,565,671	$	569,204	$	194,204	$	-

*	Debt incurred in connection with acquisition of Stratus. Repayment is triggered by first funding of at least $3,000,000. For purposes of this schedule such funding is assumed to occur by June 30, 2011.

Employment Agreements

The Company has an Employment Agreement (“Agreement”), dated January 1, 2007, with its President and Chief Executive Officer, which requires the Company to offer a non-qualified stock option to purchase 10% of the fully diluted shares of the Company’s capital stock issued and outstanding on January 1, 2007, the effective date of the Agreement. The stock option has a term of five years at an exercise price of $1.79 per share for 4,862,894 shares and vested immediately on the date of the agreement. This stock option is subject to a customary anti-dilution provision with respect to any stock splits, mergers, reorganizations and other such events. The length of this Agreement is five years from the effective date unless the employment is terminated for another cause. During the duration of this Agreement, the Chief Executive Officer is entitled to an annual salary of $240,000 and a bonus of $250,000 in the event a Valuing Event causes the Company to be valued in excess of $100,000,000 and an additional bonus of $500,000 in the event a Valuing Event causes the Company to be valued in excess of $500,000,000. For the nine months ended September 30, 2009 and the year ended December 31, 2008, no bonuses have been paid by the Company in relation to this Agreement. Pursuant to a written modification of this agreement on October 30, 2009, the President agreed the Valuing Event could only occur after January 1, 2010 and waived any right to claim a bonus related to a Valuing Event prior to January 1, 2010.

On November 1, 2010, the Company entered into an employment agreement with John Moynahan, who has been providing accounting and financial services to the Company as a consultant pursuant to a consulting agreement dated November 14, 2007. Under the agreement, which needs to be ratified by the Company’s board of directors, Mr. Moynahan will receive an annual salary of $220,000 and will be eligible for bonuses based on objectives established by the Company’s board of directors and Mr. Moynahan’s performance against those objectives. Under this agreement, Mr. Moynahan will receive a grant of 300,000 shares and a five-year stock option grant to purchase 1,560,000 shares of common stock at $2.00 per share, with 1,040,000 shares that vested upon the signing of the agreement and 520,000 shares that will vest on September 1, 2011. Such options shall terminate forty-five (45) days after the Executive’s employment with the Company is terminated if such termination is for Cause or is the result of a resignation by Executive for reasons other than Good Reason. Such options shall not be assignable by Executive. Each option described above shall be subject to customary anti-dilution provision with respect to any stock splits, mergers, reorganizations or other such events. In addition, the Company agreed to repay approximately $127,000 in amounts due to Mr. Moynahan under his consulting agreement over a 15-month term.

On February 22, 2010, the Company entered into an employment contract with William Kelly, the Company’s Senior Vice President and Chief Operating Officer, and the Chief Operating Officer of ProElite, Inc. Under the agreement, Mr. Kelly will receive an annual salary of $240,000 and shall be eligible for bonuses based on objectives established by the Company’s board of directors and Mr. Kelly’s performance against those objectives. The proposed agreement further provides that Mr. Kelly will receive a grant of options to purchase 1,200,000 shares of the Company’s common stock, with a five-year life, a strike price of $2.00 the following vesting schedule: 396,000 shares vest immediately, 396,000 shares vest on October 1, 2010 and 408,000 shares will vest on October 1, 2011. Such options shall terminate forty-five (45) days after the Executive’s employment with the Company is terminated if such termination is for Cause or is the result of a resignation by Executive for reasons other than Good Reason. Such options shall not be assignable by Executive. Each option described above shall be subject to customary anti-dilution provision with respect to any stock splits, mergers, reorganizations or other such events. In connection with Mr. Kelly’s employment, the Company assumed a promissory note of $231,525 formerly owed to Mr. Kelly by ProElite, Inc. and agreed to pay the promissory note with $121,525 payable to Mr. Kelly upon the closing of the acquisition of ProElite by the Company, $55,000 due 90 days after the closing of the acquisition, and $55,000 due 180 days after the closing of the acquisition.

19. Segment Information

Each event and the Stratus Reward program is considered an operating segment pursuant to SFAS 131 since each is budgeted separately and results of each event and the Stratus program are tracked separately to provide the chief operating decision maker information to assess and manage each event and the Stratus Program.

The characteristics of the Stratus Reward program are different than the events, so that operating segment is considered a reporting segment. The events share similar economic characteristics and are aggregated into a reporting segment pursuant to paragraph 17 of SFAS 131. All of the events provide entertainment and the logistics and production processes and methods for each event are similar: sponsorship sales, ticket and concession sales, security, stages, public address systems and the like. While the demographic characteristics of the audience can vary by event, all events cater to consumer entertainment.

A summary of results by segments is as follows:

	As of/for the Year ended December 31, 2010												As of /for the Year ended Decenber 31, 2009
	Stratus												Stratus
	Credit Card			Events			Other			Total			Credit Card			Events		Other			Total
Revenues	$	-		$	40		$	-		$	40		$	-		$	-	$	-		$	-
Cost of sales		-			210			-			210			-			-		-			-
Gross margin		-			(170	)		-			(170	)		-			-		-			-
Deprec. & Amort		45			-			5			50			45			-		2			47
Segment loss		(45	)		(170	)		(5	)		(220	)		(45	)		-		(2	)		(47	)
Operating expenses		-			-			7,418			7,418			-			-		3,542			3,542
Other expenses		-			-			772			772			-			-		(188	)		(188	)
Net loss	$	(45	)	$	(170	)	$	(8,195	)	$	(8,410	)	$	(45	)	$	-	$	(3,356	)	$	(3,401	)

Assets	$	1,216		$	2,124		$	2,235		$	5,575		$	1,800		$	2,224	$	259		$	4,283
Liabilities	$	1,000		$	484		$	4,071		$	5,555		$	1,000		$	484	$	2,306		$	3,790

20. Income taxes

Significant components of the Company's deferred tax assets for federal income taxes consisted of the following:

	December 31,
	2010			2009
Net operating loss carryforward	$	9,807,531		$	6,211,935
Amortization		(774,682	)		(580,145	)
Stock option compensation		904,334			904,334
Deferred compensation		1,009,369			883,794
Deferred state tax		(742,052	)		(492,181	)
Other		501,926			449,208
Valuation allowance		(10,706,426	)		(7,376,945	)
Net deferred tax asset	$	-		$	-

The Company had net operating loss carry-forwards (“NOL”) for federal and state income tax purposes of approximately:

	December 31,
	2010		2009
Combined NOL:
Federal	$	23,402,642	$	15,009,560
California		20,934,758		12,541,676

The net operating loss carry-forwards begin expiring in 2020 and 2011, respectively. The utilization of net operating loss carry-forwards may be limited due to the ownership change under the provisions of Internal Revenue Code Section 382 and similar state provisions. The Company recorded a 100% valuation allowance on the deferred tax assets at December 31, 2010 and 2009 because of the uncertainty of their realization.

A reconciliation of the income tax credit computed at the federal statutory rate to that recorded in the financial statements for 2010 and 2009 is as follows:

	December 31, 2010					December 31, 2009
Rate reconciliation:
Federal credit at statutory rate		(2,848,201	)	98.0	%		(1,156,373	)	39.8	%
State tax, net of Federal benefit		(486,478	)	16.7	%		(198,807	)	6.8	%
Change in valuation allowance		2,594,840		(89.3	%)		1,352,449		(46.5	%)
Other		739,839		(25.5	%)		2,731		(0.1	%)
Total provision		0		0.0	%		0		0.0	%

22. ProElite, Inc.

Effective October 21, 2009, the Company entered into a Strategic Investment Agreement (“SIA”) with ProElite, Inc. (“PEI”) pursuant to which PEI agreed to sell to the Company, and the Company agreed to purchase from PEI, shares of PEI’s Series A Preferred Stock (the “Preferred Shares”). The Preferred Shares are convertible into Common Stock of PEI. The amount of shares of Common Stock issuable upon conversion on a cumulative basis is equal to 95% of the sum of (a) the issued and outstanding shares of PEI as of the closing plus (b) any shares of PEI Common Stock issued after the closing upon exercise or conversion of any derivative securities of PEI outstanding as of the closing, subject to any adjustment for stock splits, stock dividends, recapitalizations etc. and, in all cases, after giving effect to the shares issuable upon conversion of the Preferred Shares. The purchase price of the Preferred Shares is $2,000,000 which will be used by PEI for payment of outstanding liabilities of PEI, general working capital and other corporate purposes and repayment of all amounts due under a note of PEI with respect to advances made to PEI by the Company of $100,000. Closing of the purchase of the Preferred Shares is subject to certain conditions. Upon closing, all of the current directors of PEI will resign and the board of directors of PEI will consist of two designees of the Company and one designee of PEI. Paul Feller, the Company’s Chief Executive Officer, will become PEI’s Chief Executive Officer. Certain present and former key PEI executives will continue with PEI.

On February 4, 2010, the Company entered into an Amendment to the SIA (the “Amendment”), dated as of January 26, 2010, with PEI pursuant to which the parties amended the terms of the SIA entered into between PEI and the Company dated October 21, 2009. The Amendment (i) provides for certain interim funding by the Company to PEI prior to the closing, and contains representations regarding the Company’s ability to provide all funds necessary to perform its obligations under the SIA and the Amendment, (ii) extends the outside date for the Closing to March 31, 2010, (iii) conditionally provides for changes in the board and management of PEI, subject to the Company’s timely compliance with delivery of specified payments to PEI and third parties (the “Management Change”), (iv) credits against the Purchase Price certain expenses and amounts already loaned by the Company, (v) provides for the convertibility of amounts previously loaned into Preferred Stock of PEI on a pro-rata basis, (v) provides that all of the conditions to closing in Section 6.1 of the Agreement, have been satisfied to date and that, notwithstanding such conditions (other than the condition regarding legal compliance and certain ministerial conditions), the Company is unconditionally obligated to consummate the purchase and other transactions contemplated by the SIA and the Amendment and pay the full Purchase Price (applying such credits as provided in the Amendment), (vi) provides for a guarantee of certain obligations of the Company, (vii) provides for an enforcement mechanism independent of the newly appointed board and management until the Closing and (viii) provides for application of certain post-closing covenants to the interim period.

On March 30, 2010, the Company entered into Amendment number 2 to the SIA, which provided for an extension of the closing date to May 14, 2010 under the terms and conditions of the SIA and the previous Amendment, and required the Company to continue to fund the operations of PEI and the auditors of PEI. On May 12, 2010, the Company entered into Amendment number 3 to the SIA, which extended the closing date to September 30, 2010 under the terms and conditions of the SIA and the previous amendments, and required the Company to continue to fund the operations of PEI and all parties associated with the audit of PEI. On September 29, 2010, the Company entered into Amendment number 4 to the SIA, which extended the closing date to July 31, 2010 under the terms and conditions of the SIA and the previous amendments (see footnote 21 “Subsequent events”). On July 30, 2010, the Company entered into Amendment number 5 to the SIA, which extended the closing date to October 31, 2010 under the terms and conditions of the SIA and the prior amendments and required the Company to make a defined payment to legal counsel for PEI. On October 30, 2010, the Company entered into Amendment number 6 to the SIA, which extended the closing date to November 30, 2010. The Company entered into Amendment number 7 to the SIA, which extended the closing date to March 31, 2011. The Company has verbally agreed to extend the closing date April 30, 2011.

23. Subsequent Events

From January 1, 2011 through April 22, 2011, the Company has raised a total of $1,354,990 in capital from placements of a combination of its Series D Preferred Stock and common stock with warrants.

Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS IN ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

The term “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure based on the following material weaknesses:

1. Lack of segregation of duties and check and balances. As of December 31, 2010, there was one person in the accounting department, which does not allow for segregation of duties and checks and balances that is allowed with a multi-person department. Outside of the accounting function, one or two individuals control every aspect of the Company's operation and are in a position to override any system of internal control.

2. Lack of written controls and procedures, particularly with regard to entering into contracts and commitments by the Company.

3. Use of an accounting software package that lacks a rigorous set of software and change controls. While this software is a proven industry standard and is in widespread use, it allows one person to make significant changes without oversight or approval.

Our Principal Executive Officer and Principal Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Annual Report on Internal Control over Financial Reporting.

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

1. Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

2. Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a- 15(f) under the Securities Exchange Act, as amended. Management, with the participation of the Chief Executive and Acting Chief Financial Officers, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010. In making this assessment, management used the criteria set forth by the committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Based on this assessment, and for the reasons cited above in the section of Disclosure Controls and Procedures, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2010 based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

Remediation

To remediate these control weaknesses, the Company intends to utilize financial personnel at ProElite and to add additional personnel as needed to allow for segregation of duties and a system of internal reviews and checks and balances to strengthen controls. The Company intends to develop and implement a written set of policies and procedures for company operations, particularly with regard to controls over Company contracts and commitments. The Company intends to migrate its accounting system to the one utilized by ProElite that does provide for proper control over changes and for segregation of duties within the accounting system.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting through the date of this report or during the period ended December 31, 2009, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Independent Registered Accountant’s Internal Control Attestation

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Item 9B. OTHER INFORMATION

None.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information concerning this item will be presented in an amendment to this Report on Form 10-K that we shall file with the Commission not later than 120 days after the end of the fiscal year covered by this report.

Item 11. EXECUTIVE COMPENSATION

Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Item 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

See Index to Consolidated Financial Statements this Report on Form 10-K.

The following documents are furnished as exhibits to this Report on Form 10-K. Exhibits marked with an asterisk are filed herewith. The remainder of the exhibits previously have been filed with the Commission and are incorporated herein by reference.

Exhibit No.		Exhibit Description

3.1		Restated Articles of Incorporation of Titan (incorporated by reference from Form 10-SB (Film No. 98648988) filed by Titan with the Commission on June 16, 1998).

3.2		By-Laws of Titan as amended and restated on September 10, 1999 (incorporated by reference to Exhibit 3 to the Company’s Current Report on Form 8-K filed October 1, 1999).

4.1		Specimen of Common Stock Certificate (incorporated by reference from Form 10-SB (Film No. 98648988) filed by Titan with the Commission on June 16, 1998).

4.2		Certificate of Designations of the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed October 1, 1999).

4.3		Warrant issued to Advantage Fund II Ltd., dated September 17, 1999 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed October 1, 1999).

4.4		Warrant issued to Koch Investment Group Limited, dated September 17, 1999 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed October 1, 1999).

4.5		Warrant issued to Reedland Capital Partners, dated September 17, 1999 (incorporated by reference to Exhibit 4.4 to the Company’s Form S-3 Registration Statement filed on October 15, 1999).

4.6		Warrant issued to Mr. Richard Cohn, dated September 17, 1999 (incorporated by reference to Exhibit 4.5 to the Company’s Form S-3 Registration Statement filed on October 15, 1999).

4.7		Warrant issued to Intellect Capital Corp., dated September 17, 1999 (incorporated by reference to Exhibit 4.6 to the Company’s Form S-3 Registration Statement filed on October 15, 1999).

4.8		Registration Rights Agreement with Advantage Fund II Ltd., dated September 15, 1999 (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed October 1, 1999).

4.9		Registration Rights Agreement with Koch Investment Group Limited, dated September 15, 1999 (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed October 1, 1999).

4.10		Certificate of Designations of the Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed March 24, 2000).

4.11		Warrant issued to Advantage Fund II Ltd., dated March 9, 2000 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 24, 2000).

4.12		Warrant issued to Koch Investment Group Limited, dated March 9, 2000 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed March 24, 2000).

4.13		Warrant issued to Reedland Capital Partners, dated March 9, 2000 (incorporated by reference to Exhibit 4.4 to the Company’s Form S-3 Registration Statement filed on March 24, 2000).

4.14		Registration Rights Agreement with Advantage Fund II Ltd., dated March 7, 2000 (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed March 24, 2000).

4.15		Registration Rights Agreement with Koch Investment Group Limited, dated March 7, 2000 (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed March 24, 2000).

4.16*		Certificate of Designations of the Series C Convertible Preferred Stock
10.1		Subscription Agreement with Advantage Fund II Ltd., dated as of September 15, 1999 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 1, 1999).

10.2		Subscription Agreement with Koch Investment Group Limited, dated as of September 15, 1999 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 1, 1999).

10.3		Modification and Partial Payment Agreement with Oxford International Management dated April 13, 2000

10.4		Subscription Agreement with Advantage Fund II Ltd., dated as of March 7, 2000 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 24, 2000).

10.5		Subscription Agreement with Koch Investment Group Limited, dated as of March 7, 2000 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 24, 2000).

10.6		1997 Stock Option and Incentive Plan of Titan (Incorporated by reference from Form 10-SB (Film No. 98648988) filed by Titan with the Commission on June 16, 1998).

10.61		Agreement and Plan of Merger between Pro Sports & Entertainment and Feris International, Inc. dated August 20, 2007 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 14, 2008).

10.62		Amendment to Agreement and Plan of Merger between Pro Sports & Entertainment, Inc. and Feris International, Inc. dated March 10, 2008 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 14, 2008).

10.63		Employment Agreement between Pro Sports & Entertainment, Inc. and Paul Feller dated January 1, 2007 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed March 14, 2008).

10.64		Share Purchase Agreement with Exclusive Events, S.A. with the “Vendors” (as defined in the Agreement) (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed August 11, 2008).

10.66		Michael Dunleavy, Sr. joins the board of Stratus Media Group, Inc. (Incorporated by reference to the Company’s Current Report on Form 8-K filed October 22, 2009

10.67		Strategic Investment Agreement between Stratus Media Group, Inc. and ProElite, Inc. dated October 9, 2009 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 22, 2009).

10.68		Amendment to Strategic Investment Agreement between Stratus Media Group, Inc. and ProElite, Inc. dated January 11, 2010 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 26, 2010).

10.69*		Amendment to Strategic Investment Agreement between Stratus Media Group, Inc. and ProElite, Inc. dated November 30, 2010

10.70*		Employment Agreement between Stratus Media Group, Inc. and John Moynahan dated November 1, 2010.

31.1*		Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act.

31.2*		Certifications of the Principal Accounting Officer under Section 302 of the Sarbanes-Oxley Act.

32.1*		Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act.

32.2*		Certifications of the Principal Accounting Officer under Section 906 of the Sarbanes-Oxley Act.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

A list of the exhibits required to be filed as part of this report are presented in the Exhibit Index.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of April 25, 2011.

	STRATUS MEDIA GROUP, INC.

	By:	/s/ Paul Feller
		Paul Feller
		Chief Executive Officer
		Principal Executive Officer



	By:	/s/ John Moynahan
		John Moynahan
		Chief Financial Officer
		Principal Financial Officer

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities as of April 25, 2011.



		/s/ Paul Feller
		Paul Feller
		Director and Chairman of the Board


		/s/ Glenn Golenberg
		Glenn Golenberg
		Director
		Chairman of the Audit Committee


		/s/ Randall Cross
		Randall Cross
		Director

	Vertical	Target Number of Acquisitions or Expansion
1.	Action Sports – MMA, Snowboarding, Skateboarding	Expand 4 MAA, 2 Summer and 2 Winter events
2.	Affiliate Lifestyle Marketing – Stratus Rewards Visa	Multiple events
3.	Concerts / Music Festivals / Film Festivals	(2) Music Festival – (5) Concerts – (2) Film Festivals
4.	College Sports – Football & Basketball	(1-2)
5.	Food Entertainment – Taste of Festivals	(4)
6.	Expos & Trade Shows - Health Expos, Golf Expos, Auto Expos, etc.	(tbd)
7.	Lifestyle Sports – Tennis, Golf	Tbd
8.	Motor Sports – Vintage Auto Shows, Racing Events – Teams - Air Shows	(18) Auto Shows – (4) Races / Rallies – (2) Teams
9.	Talent Management - Athlete Agency, Entertainer Agency, Modeling Agency	(2) Athlete Agents – (1) Entertainment Agency – (1) Modeling Agencies

Fiscal Period	High		Low

2010:
First Quarter	$	2.25	$	1.10
Second Quarter	$	2.05	$	0.79
Third Quarter	$	1.15	$	0.33
Fourth Quarter	$	0.70	$	0.27

2009:
First Quarter	$	1.71	$	1.32
Second Quarter	$	2.00	$	1.44
Third Quarter	$	2.29	$	1.80
Fourth Quarter	$	2.57	$	1.85

	2006			2007			2008			2009			2010
				(Restated)			(Restated)
Condensed, Summary Operations Statement
Event revenues	$	-		$	129,259		$	33,606		$	-		$	40,189
Stratus White Card revenues		380,989			179,502			6,583			-
Total revenues		380,989			308,761			40,189			-			40,189

Total cost of revenues		9,250			76,120			24,679			-			210,393
Gross profit (loss)		371,739			232,641			15,510			-			(170,204	)

Non-cash charges for impairment, fair value,
warrants and options		-			1,713,369			1,231,283			1,802,398			3,584,040
Other operating expenses		1,102,623			1,338,227			1,006,603			1,786,869			3,882,712
Total operating expenses		1,102,623			3,051,596			2,237,886			3,589,267			7,466,752
Loss from operations		(730,884	)		(2,818,955	)		(2,222,376	)		(3,589,267	)		(7,636,956	)

Total other (income)/expenses		(571,376	)		(218,498	)		(129,109	)		(188,169	)		772,649
Net loss	$	(159,508	)	$	(2,600,457	)	$	(2,093,267	)	$	(3,401,098	)	$	(8,409,605	)

Basic and diluted loss per share	$	(0.00	)	$	(0.05	)	$	(0.04	)	$	(0.06	)	$	(0.14	)
Basic and diluted weighted-average common shares		48,364,526			48,845,906			53,959,831			57,693,157			61,580,154

	2006		2007			2008		2009		2010
			(Restated)			(Restated)
Condensed, Summary Balance Sheets
Total current assets	$	405,865	$	187,853		$	219,163	$	4,333		613,150
Property and equipment, net		25,530		12,913			2,469		1,798		10,051
Intangible assets, net		4,474,408		4,428,998			4,067,355		2,951,098		2,255,688
Goodwill		2,073,345		2,073,345			1,073,345		1,073,345		1,073,345
Acquisition and other deposits		-		-			-		252,494		1,623,303
Total assets	$	6,979,148	$	6,703,109		$	5,362,332	$	4,283,068		5,575,537

Current liabilities
Bank overdraft	$	66,980	$	-		$	-	$	8,260	$	62,796
Accounts payable		327,395		601,768			603,189		384,951		903,258
Deferred salary, legal judgment, and line of credit		1,741,702		1,979,132			95,732		133,232		421,357
Accrued interest		527,523		695,557			193,421		242,284		310,634
Other accrued expenses and other liabilities		380,073		608,219			815,942		990,011		1,320,595
Loans and notes payable		1,120,085		1,418,750			1,552,005		922,017		1,427,956
Event acquisition liabilities		1,153,761		1,153,760			913,760		483,718		483,718
Deferred revenue		102,475		6,917			-		-		-
Redemption fund reserve		346,806		124,293			124,293		-		-
Total current liabilities		5,766,800		6,588,396			4,298,342		3,164,473		4,930,314
Non-current portion of notes payable		1,000,000		1,000,000			625,000		625,000		625,000
Total liabilities		6,766,800		7,588,396			4,923,342		3,789,473		5,555,314

Total shareholders' equity/(deficit)		212,348		(885,287	)		438,990		493,595		20,223
Total liabilities and shareholders' equity/(deficit)	$	6,979,148	$	6,703,109		$	5,362,332	$	4,283,068	$	5,575,537

	·	managing sporting events, such as college bowl games, golf tournaments and auto racing team and events;
	·	managing live entertainment events, such as music festivals, car shows and fashion shows;

		Page

Part I

Item 1.	Business	3

Item 1A.	Risk Factors	25

Item 2.	Properties	30

Item 3.	Legal Proceedings	30

Item 4.	Reserved	31

Part II

Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities	31

Item 6.	Selected Financial Data	32

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	34

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	43

Item 8.	Financial Statements and Supplementary Data	44

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	67

Item 9A.	Controls and Procedures	67

Item 9B.	Other Information	69

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	69

Item 11.	Executive Compensation	69

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	69

Item 13.	Certain Relationships, Related Transactions and Director Independence	69

Item 14.	Principal Accounting Fees and Services	69

PART IV

Item 15.	Exhibits, Financial Statement Schedules	70

Signatures		72

	Stratus Live Entertainment Division - A multi vertical event division which operates, markets, and sells rights and access to live entertainment events.

	Stratus Talent Management – Pro Sports Talent Representation has represented professional athletes, models and entertainers with contract negotiations, speaking appearance fees and endorsements.

	Stratus Rewards Visa White Card - Stratus Rewards is an invitation only, affluent lifestyle membership club combined with an ultra premium credit card rewards program. Stratus Rewards provides members with bespoke luxury goods, exclusive event access, exceptional value purchasing opportunities at the world’s finest luxury and private travel brands, personalized concierge, and reciprocal privileges at private clubs.

	·	producing television programs, principally sports entertainment and live entertainment programs; and
	·	marketing athletes, models and entertainers and organizations.

	STRATUS MEDIA GROUP, INC. a Nevada corporation

	By:	/s/ Paul H. Feller
		Paul H. Feller
		President and Chief Executive Officer


By:	/s/ John F. Moynahan
	John F. Moynahan
	Chief Financial Officer and Corporate Secretary

	STRATUS MEDIA GROUP, INC.

	By:
		Name: Paul Feller
		Title: President


Scheduled Payments
Payroll 1st half of Month		-23600
Payroll 2nd half of Month		-23600

Health Insurance		-1550
Telephone/DSL/fax current		-900
Bank fees		-250
Employee expenses		-1000
TJ Consulting Fee		-5000
Miscellaneous		-500
Water/coffee		-150
Storage		-200
Office Supplies		-200
Equipment Maintenance		-400
Parking		-1440
Rent		-8000
D&O Insurance Installment		-22,2500

Total:	$89,040


Scheduled Payments
Payroll 1st half		-23600
Payroll 2nd half		-23600

Health Insurance		-1550

Telephone/DSL/fax current		-900
Bank fees		-250
Employee expenses		-1000
TJ Consulting Fee		-5000
Miscellaneous		-500
Water/coffee		-150
Storage		-200
Office Supplies		-200
Office Equipment Maintenance		-400
Parking		-1440
Rent		-8000



Total:	$	66,790

	COMPANY:

	STRATUS MEDIA GROUP, INC.




	By: Paul Feller
	President & CEO





	EXECUTIVE:




	John Moynahan

	Date: April 25, 2011

	/s/ Paul Feller

	Name: Paul Feller

	Title: Chief Executive Officer

	Date: April 25, 2011

	/s/ John Moynahan

	Name: John Moynahan

	Title: Chief Financial Officer