Reference is made to the Consulting Agreement and Separation and Release Agreement described in Item 5.02, below.

Effective June 28, 2012, Jerry Rubinstein, an existing director of the Company and chairman of the Company's Audit Committee, was elected by the Company's board of directors as Chairman of the Board and Chief Executive Officer and a director of the Company's subsidiaries. The Board of Directors of ProElite, Inc. elected Mr. Rubinstein as Chairman of the Board and Chief Executive Officer. The terms of Mr. Rubinstein's engagement are being negotiated. Also, effective June 28, 2012, Paul Feller resigned as the Chairman of the Board, Chief Executive Officer and director of the Company, and also from the same positions in all of the Company's subsidiaries, including ProElite, Inc., the Company's 95% owned subsidiary. In connection therewith, pursuant to a Separation and Release Agreement, Mr. Feller and the Company agreed to terminate his employment agreement and enter into a new Consulting Agreement for a term of two years at a monthly salary of $20,833, subject to the Company raising at least $2,000,000 in funding within four months of June 28, 2012. Under the Consulting Agreement, Mr. Feller agreed to provide services in the area of business development, fund-raising and the evaluation of asset/event acquisitions to be done at the discretion of the Board of Directors.

(d) Exhibits.

Exhibit Number     Description

     10.1          Consulting Agreement between the Company and Paul Feller.

     10.2          Separation and Release Agreement between ProElite, Inc., Pro
                   Sports & Entertainment, Inc., and Stratus Media Group, Inc.,
                   on the one hand, and Paul Feller, on the other hand.