SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 3561           May 22, 2009  via U.S. mail and facsimile

 Paul Feller, Principal Executive Officer Stratus Media Group, Inc.
8439 West Sunset Boulevard
West Hollywood, CA 90069
RE:   Stratus Media Group, Inc.
      Form 10-K, as amended for the Fiscal Year Ended December 31, 2008  Form 8-K Filed March 14, 2008  File No.:  0-24477
Dear Mr. Feller:

 We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our co mments or any other aspect of our  review.  Feel free to call
us at the telephone numbers listed  at the end of this letter.
 Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2008

Why This Amendment is Filed, page 3

1. We note that the amendment to your Annual Re port on Form 10K was filed to reflect the
restatement of your fiscal year 2007 and 2008 fi nancial statements.  Please tell us how
you considered the requirements of Item 4.02 of Form 8-K in your decision to not report

Paul Feller, Principal Executive Officer
Stratus Media, Inc
May 22, 2009 Page 2 of 10
the non-reliance on previously issued financia l statements or a related audit report or
complete interim review, on a Form 8-K.
 Item 6. Selected Financial Data, page 17

2. We note, on page 3, that you restated your fiscal year 2007 and 2008 financial
statements.  Please revise your Selected Fi nancial Data table to  label the columns
“restated”, as applicable.

3. We note that you present condensed summary financial information for 2004 and that
you did not provide an audit re port covering such period in your Form 8-K filed March
14, 2008.  Please label the 2004 financia l information as “unaudited”.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 18
 Critical Accounting Policies, page 19

 Goodwill and Intangible Assets, page 20

4. We note that after the net goodwill impairment of $1,015,000 you recorded for the fiscal
year 2008, in accordance with SFAS 142, the remaining goodwill and indefinite lived
intangible assets accounted for approximatel y 90% of your total assets at December 31,
2008.  In light of the 2008 goodwill impairment and the significance of your remaining goodwill and indefinite lived intangible assets balance, we expect robust and comprehensive disclosure in your Critic al Accounting Policies regarding your
impairment testing policy.  Specifically, we believe you should provide the following
information:

a) Describe the methodology used to as sign goodwill to your reporting units.
Specifically, describe how your reporting units were identified, how goodwill is allocated to reporting units, and whether there have been recent changes in the number of reporting units, or the manner in  which goodwill is allocated.  See Section
II.L.5 of our Current Accounting and Di sclosure Issues in the Division of
Corporation Finance (as upda ted November 30, 2006) at
http://www.sec.gov/divisions/corpf in/cfacctdisclosureissues.pdf
.

b) Disclose the date on which your annual impairment test is conducted, and if you
conducted additional tests throughout the year as a result of impairment indicators.
 c) You disclose, on page 32, your use of a discounted future cash flow method to
estimate the fair value of your events a nd card operations.  Expand your disclosures
to include quantitative and qualitative disc losure of the material assumptions used

Paul Feller, Principal Executive Officer
Stratus Media, Inc
May 22, 2009 Page 3 of 10
under this method.  For each of your re porting units you should disclose the
following at a minimum:

1) how cash flows were determined, includ ing your assumed growth rates, period
of assumed cash flows and your determ ination of the terminal value,
 2) the discount rates for each reporti ng unit and how those discount rates were
determined,   3) your consideration of any market risk premiums, and

4) the sensitivity of your estimates to ch ange based on other outcomes that are
reasonably likely to occur

e) To the extent it is reasonably possible an impairment charge to goodwill will be
recorded in the future, please provide a ta ble showing the carrying value and the fair
value of each reporting unit for which an impairment is reasonably possible.
 f) Please confirm to us that the sellers of St ratus Rewards, LLC were parties that were
unrelated to you.

You may refer to SEC Release No. 33-8098 and SEC Release No. 33-8350 for further
guidance on Critical Accounting Polic ies disclosure within MD&A.

5. Taking into consideration the circumstances that cau sed you to recognize the $1.0
million impairment charge on the Stratus Rewards goodwill and the fact that a sponsoring bank for the Stratus Rewards progra m has not been obtained, tell us whether
you first tested your Stratus Rewards long-live d assets subject to amortization pursuant
to SFAS 144.  If you did test you r long-lived assets for impairment, revise to disclose the
results of your test, how you group your long-lived assets for purposes of testing for impairment, and explain to us why an impa irment charge was not recognized.  If you
have not tested your long-lived  assets for impairment, explain to us why not.  Refer to
paragraph 8 of SFAS 144 for additional guidance.

Summary of Contractua l Obligations, page 23

6. Please revise your contractual ob ligations table here and in No te 16 to include the future
maturities of all of your known contractual ob ligations, including any estimated future
interest payable on such oblig ations, as of December 31, 2008.  In this regard, we note
that your table excludes certain current cont ractual obligations that are shown on your
balance sheet and appear to meet the disc losure requirements of Item 303(a)(5) of
Regulation S-K, such as accrued interest, loans payable to shareholders, current portion
of notes payable-related parties, notes payabl e and event acquisition liabilities.  You may

Paul Feller, Principal Executive Officer
Stratus Media, Inc
May 22, 2009 Page 4 of 10
also refer to paragraph 10 of SFAS 47 fo r disclosure requirements of recorded
obligations.  Alternatively, tell us why you do not believe such disclosure is required.

7. We note your $1.0 million debt obligation, of which you disclose in your contractual
table that $375,000 is due in 2009.  Please tell us if this obligati on is the $1.0 million
non-current portion of notes payable – related parties that is shown on your balance sheet
(page 26) and Note 10 (page 37).  If so, please revise your co ntractual obligations table,
on pages 23 and 40, or your balance sheet and Note 10, to reflect the appropriate current portion of this obligation due in 2009.
 Item 8. Financial Statements and Supplementary Data, page 25

8. We note, on page 3, that you restated your fiscal year 2007 and 2008 financial
statements.  Please tell us how you consider ed paragraphs 25-26 of SFAS 154 for the
correction of an error in previously  issued financial statements.
 Report of Independent Registered Public Accounting Firm, page 25

9. We note, on page 3, that you restated your fiscal year 2007 and 2008 financial
statements.  We further note that the aud it report was reissued, in your Form 10-K/A
(Amendment No. 1), with the original re port date of April 13, 2009.  Please have your
registered public accounting firm explain to us how they considered AU Section 530.07
in the reissuance of their April 13, 2009 audit report w ith your restated financial
statements.
 Notes to Financial Statements, page 30

10. Please expand your footnotes to describe the nature of the following line items:

ƒ Deferred salary of $1,545,512 and $0 as of December 31, 2007 and 2008, respectively;
ƒ Accrued expense – legal judgment of $430,895 and $65,316 as of December 31, 2007 and 2008, respectively;
ƒ Line of credit of $68,041 and $0 as of December 31, 2007 and 2008, respectively;
and
ƒ Other (income)/expense of $(380,659) and $(99,315) for the fiscal years ended
December 31, 2007 and 2008, respectively

Paul Feller, Principal Executive Officer
Stratus Media, Inc
May 22, 2009 Page 5 of 10   Note 3. Basis of Presentation and Sign ificant Accounting Policies, page 30

Net Loss Per Share, page 32

11. We note, on page 27, your basic and dilute d weighted average number of shares
outstanding of 53,959,831 and 48,845,906 for the fi scal years ended December 31, 2008
and 2007, respectively.  Please revise to disclo se the securities that  could potentially
dilute basic EPS in the future that were not  included in the com putation of diluted EPS
because to do so would have been antidil utive for the periods presented.  Refer to
paragraph 40 of SFAS 128.

Note 7,  Goodwill and intangible assets, page 35

12. Please disclose the intangible assets by class.  In other words, disclose the amounts assigned to goodwill, tradenames, licensing rights, etc.

13. Please tell us when you acquired each of the intangible assets by event and tell us why
you believe each intangible asset is recoverabl e.  We note on page 4 that most of the
properties have never been activated by the Company, require the payment of additional
amounts to complete the acquisitions, or have not generated revenues in the last two
years and require reactivation.  Refer to  paragraph 8 of SFAS 144 for additional
guidance.

Note 5. Acquisition of Stratus Rewards, page 35

14. We note your disclosure that despite the inac tive status of Stratus Rewards, the Company
believes that the brand and value of the busine ss remains intact and will increase in value
with the addition of a new sponsoring bank, and accordingly, the Company has not recorded any impairment of the carrying va lue on its financial statements.  Please
reconcile this statement to  the $1.0 million goodwill impairment you recorded for Stratus
Rewards, as of December 31, 2008, or re vise your disclosure as necessary.

Note 10. Notes Payable to Related Parties, page 37

15. We note your $1.0 million note payable and, in Note 9, your $767,488 loan payable to
your President.  Please revise your footnotes to include the following disclosures for each
of these significant related party debt obligations, as applicable:

ƒ The interest rates, whether secured or unsecured, priority, or any subordinate
features;
ƒ Any restrictive covenants (e.g. restrictions  on additional borrowings, obligations to
maintain minimum working capital or re strict dividends) and assets mortgaged,
pledged, or otherwise subject to lien pursuant to paragr aphs 18-19 of SFAS 5; and

Paul Feller, Principal Executive Officer
Stratus Media, Inc
May 22, 2009 Page 6 of 10
ƒ Any subjective clauses in long-term debt agreements that may accelerate the due date, unless acceleration is remote pe r FASB Technical Bulletin 79-3;

Note 12. Event Acquisition Liabilities, page 38

16. Please provide us with a detailed descrip tion of the nature of your Concours on Rodeo
and Core Tour/Action Sports Tour event acquisition liabilities of $430,043 and
$483,717, respectively, as of December 31, 2008.  Please also advise us of the following with respect to these events:

ƒ Confirm to us that you have acquired and main tain the rights to each of these events;
ƒ Given your disclosure on page 4, that mo st of the Event Properties require the
payment of additional amounts to complete the acquisitions  (such as the Core Tour
alternative sports events), confirm to us that the completion of the above acquisitions
is not contingent upon settl ing these liabilities;
ƒ Tell us if the $482,126 “Core Tour” judgment, disclosed on page 34, is included in the $483,717 Core Tour/Action Sports Tour  event acquisition liability as of
December 31, 2008;
ƒ Tell us if you paid the $482,126 in cash to th e previous owners of the “Core Tour” by
December 31, 2008; and
ƒ If you did not make the $482,126 cash payment by December 31, 2008, tell us the consequences of not making this payment, if any.

17. We note that in connection with the Snow a nd Ski Tour asset impairment you also wrote
off the related acquisition liability of $240,000.  We further note, on page 22, that you wrote off accounts payable related to even ts canceled in 2004 and 2005 of $20,642 and
$560,549 in the fiscal years ended December 31, 2008 and 2007, respectively.  Please provide us with a detailed description of the nature of these liabili ties that you wrote off
in 2007 and 2008, and tell us how you satisfied  the conditions in paragraph 16 of SFAS
140 to extinguish the liability.

Note 15.  Shareholders’ Deficit, page 38

Warrants, page 39

18. We note on page 40 that you classified the wa rrants as a liability on the balance sheet,
which requires that they be carried at fair value with changes in fair value reported in
your statement of operations.  Please disclose the amount of the liability as of December
31, 2007 and 2008, how you determined the fair va lue of the liability  to include the
assumptions made, the amount reported in your statement of operations and where you
have classified such amount.

Paul Feller, Principal Executive Officer
Stratus Media, Inc
May 22, 2009 Page 7 of 10   Note 17. Segment Information, page 41

19. We note the March 14, 2008 revers e merger with Pro Sports & Entertainment, Inc. and
your August 15, 2005 acquisition of Stratus Rewards, LLC, on page 3, and your November 2000 acquisition of Pro Sports Tale nt Management on page 6.  We also note
the Event and Stratus revenues and cost of re venues you separately disclose on the face
of your Statements of Operat ions on page 27.  Please tell us how you determined both
your operating segments and reportable segmen ts, and how you considered the disclosure
requirements for your reportable segments pursuant to SFAS 131.

Note 18. Quarterly Results (Unaudited), page 42

20. We note that the sum of your fiscal year 2008 quarterly operating lo sses, shown in your
table, is $990,000.  We furt her note, on page 27, your fiscal year 2008 loss from
operations of $2,006,093.  Please revise your qua rterly results tabl e as appropriate.

Item 9A(T). Controls and Procedures, page 44

21. Please tell us if your acting CFO also partic ipated in the evaluation of, and conclusions
on, the effectiveness of your disc losure controls and procedures , and internal control over
financial reporting, as re quired by Item 307 and Item 308T of Regulation S-K,
respectively.  If so, please revise you r corresponding evaluation and conclusion
disclosures to also include your  CFO.  You may also refer to Exchange Act Rule 13a-15
for the participation requirements of your  certifying officers (i.e . principal executive
officer and principal financial officer).
 Evaluation of Disclosure Cont rols and Procedures, page 44

22. Please revise your disclosure to include the entire definition of disc losure controls and
procedures, as set forth in Ex change Act Rule 13a-15(e).

23. It appears that you did not file your Decem ber 31, 2007 audited financial statements
within your Form 8-K filed on March 14, 2008 or an amended Form 8-K that reports
your reverse merger, and that these audited fi nancial statements were not filed until you
filed your December 31