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17. Subsequent Events | 9 Months Ended
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Sep. 30, 2012
Subsequent Events [Abstract] |
NOTE 17 - Subsequent Events | Subsequent to September 30, 2012, Stratus Media Group, Inc. entered into a Securities Purchase Agreement, dated as of October 3, 2012 with one investor pursuant to which the Company agreed to sell to the Investor shares of the Company's Series E Convertible Preferred Stock the terms of which are set forth in the Amended and Restated Certificate of Designations of Series E Convertible Preferred Stock for a purchase price of $1,000 per share, or $1,000,000 in the aggregate. In connection with the sale of the Preferred Shares, the Company also agreed to issue to the Investor (a) warrants (“A Warrants”) to purchase up to one additional share of the Company’s common stock (“Common Stock”) for each share of Common Stock issuable upon conversion of the Preferred Shares, and (b) warrants (“B Warrants,” and, together with the A Warrants, the "Warrants") to purchase up to 0.50 additional shares of Common Stock for each share of Common Stock issuable upon conversion of the Preferred Shares. The Warrants are exercisable for five years commencing on the date of first issuance and are exercisable only for cash if there is an effective registration statement covering the resale of the shares issuable upon exercise of the Warrants. In the absence of such a registration statement, the Warrants are exercisable for cash or on a cashless basis at the option of the holder thereof. The exercise price of the Warrants is $0.30 per share, subject to full ratchet anti-dilution protection. Pursuant to the Amended Certificate, the Preferred Shares bear a dividend of 5% per annum, payable quarterly in cash, or, if the dividend shares are registered for resale, in shares of the Company’s Common Stock. The effective conversion rate for the Preferred Shares is $0.30 per share of Common Stock, subject to full ratchet anti-dilution protection. The Preferred Shares have voting rights on an as-converted to Common Stock basis. The Company is required to redeem any unconverted Preferred Shares on the fifth anniversary of the date of first issuance of shares of Preferred Stock, and has the right to require conversion at any time if the average daily trading value of shares of Common Stock for any twenty consecutive trading days exceeds $250,000 and the weighted average price per share is at least $2.50 for each of those twenty consecutive trading days. To secure the Company’s obligation to redeem the Preferred Shares, the Company entered into a Security Agreement dated as of October 3, 2012, pursuant to which the Company has agreed to grant the holders of the Preferred Shares a security interest in all of its assets, subject to the security interest granted by the Company in May 2011 to prior investors in the Preferred Stock. The Company has agreed to file a registration statement with the SEC covering the resale of the shares (a) issuable upon conversion of the Preferred Shares and exercise of the Warrants, and (b) issued as dividends payable in shares of Common Stock pursuant to the Amended Certificate. Upon the occurrence of certain events set forth in the Purchase Agreement, including the failure to timely file the registration statement or have the registration statement timely declared effective, the Company will pay to the Investor an amount of cash equal to 1% of the aggregate purchase price of the Preferred Shares, Warrants and shares of Common Stock issued upon conversion of the Preferred Shares, as the case may be, held by the Investor as of the date of such event, for each 30-day period during such default; provided, however, that the payments will not exceed 10% of the aggregate purchase price. After September 30, 2012, $500,000 was advanced to ProElite pursuant to a convertible promissory note that bears interest at 7% and is due in October 2013. If ProElite or the Company enter into a financing of greater than $2,000,000 prior to this due date, this note will automatically convert to common stock at 50% of the stock price used in such financing. The note is secured by the assets of ProElite.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References No definition available. + Details
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