FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Toama Sadiq 2. Date of Event Requiring Statement (MM/DD/YYYY)
3/21/2022 

3. Issuer Name and Ticker or Trading Symbol Troika Media Group, Inc. [TRKA]
(Last)        (First)        (Middle)
1715 N. GOWER STREET
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
President /
(Street)
LOS ANGELES, CA 90028      
(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
3/21/2022 

6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock $0.001 per share  2260000 (1) D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units  3/21/2023 (2) 3/21/2027  Common Stock, $.001 par  2500000  $0  D   

Explanation of Responses:
(1)  Ten (10%) of those shares shall be held in escrow or 12 months from the date of event, pursuant to the terms and conditions of a Membership Interest Purchase Agreement dated as of November 22, 2021.
(2)  One third of restricted stock units vest on the first anniversary of grant and the remaining two thirds vest in two equal installments on the second and third anniversary of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Toama Sadiq
1715 N. GOWER STREET
LOS ANGELES, CA 90028
X
President

Signatures
/s/ Sadiq Toama 4/1/2022
**Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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