SecProbe.io

Mail Stop 3561           July 24, 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.
Supplemental Correspondence Submitted Ju ly 6, 2009 Re Forms 10-K and 10-K/A
for Fiscal Year Ended December 3 1, 2008 and Form 8-K filed March 14,
2008
Form 10-Q for the Fiscal Quarter Ended March 31, 2009
 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 documen t(s) in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanati on.  In some of our comments,
we may ask you to provide us with informati on so we may better unders tand 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.

Paul Feller, Principal Executive Officer
Stratus Media, Inc
July 24, 2009 Page 2 of 5   Form 10-K, Amendment No. 1, for the Fiscal Year Ended December 31, 2008

 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

1. We note in your response to comment 4 in  our letter dated May 22, 2009, that generally
the Company reviews the value of intangible assets and related goodwill in February or
March, as part of its annual reporting proce ss.  Please disclose the as of date on which
the annual impairment test of your reporting units is conducted.

2. We note the assumptions by reporting unit in your response to comment 4 in our letter
dated May 22, 2009.  We further note the r easons you believe each intangible asset is
recoverable in your response to comment 13, and your response to comment 16 on the
event acquisition liabilities.  In  light of the fact that your events and the Stratus Rewards
program have not generated any substantial revenues since you made the respective acquisitions over the course of 1998 through 2005, please expand your disclosure to
explain the basis for your determination that  each event will take place by the year
designated in your response and how you will find a sponsor for and re-commence the
Stratus Rewards program by 2010.  In addition, te ll us the basis for your belief that the
events would generate profits  in addition to revenues.

Item 8. Financial Statements and Supplementary Data, page 25

 Notes to Financial Statements, page 30

 Note 12. Event Acquisition Liabilities, page 38

3. We note in your response to comment 16 in our letter dated May 22, 2009, that pursuant
to the terms of the Concours on Rodeo a nd Core Tour/Action Sports Tour Asset
Purchase Agreements you are required to make cash payments to ensure that these assets
can be utilized without additional legal action by the former owners.  With respect to the
Concours on Rodeo and Core Tour/Action Spor ts Tour intangible assets of $600,000 and
$1,067,069, respectively, please explai n to us how you determined these to be assets.  In
that regard, explain why you believe you have acquired the right to the license
agreements or control of the license agr eements when you cannot utilize them without
legal action being taken by the former owners.

4. We note in your response to comment 16 in  our letter dated May 22, 2009, that you did
not make the $482,126 payment in cash to the previous owners of the “Core Tour” by

Paul Feller, Principal Executive Officer
Stratus Media, Inc
July 24, 2009 Page 3 of 5
December 31, 2008 and that you expect to conclude a modification to allow for the delayed payment of this amount.  Please disc lose the consequences of not making the
payment in the event that you do not come to  such an agreement with the previous
owners.

5. We note in your response to comment 17 in our letter dated May 22, 2009, that the
accounts payable written off in 200 7 and 2008 of $560,549 and $20,642, respectively,
were originally “set up in error” in 2 003 and 2004, respectively, and that you determined
this upon an extensive review of accounts paya ble.  Please tell us how you considered
SFAS 154 with respect to the accounts payabl e set up in error and written off in 2007
and 2008, in determining whether to correct the error in a restatement to your financial statements.
 Item 9A(T). Controls and Procedures, page 44

6. We note in your responses to comments 21 through 27 in our letter dated May 22, 2009,
that you will modify your DC&P and ICFR disclosure in your amended Form 10-K.
Please provide us with the text of your revised Item 9A(T) disclosure that will be included in your amended Form 10-K.  We exp ect that your disclosure with regards to
DC&P will describe the circumstances surround ing the filing of your Form 10-K in error
and how this was considered in your DC&P assessment and effectiveness conclusion.  If
you now determine that your DC&P was in effective as of December 31, 2008, please
add disclosure that describes the factors that support your conclusion that your ICFR was
effective in light of the ine ffectiveness of your DC&P.

Form 10-K, Amendment No. 2, for the Fiscal Year Ended December 31, 2008

7. We note your responses to comments 28, 29 and 30 from our letter dated May 22, 2009,
indicating that you will make such changes in an amendment to your Form 10-K.  We
are unable to clear these comments until the amended Form 10-K has been filed.  To the extent you wish to clear the proposed disclo sure before filing the amendment, please
provide us with your revised narrative di sclosure in response to each comment.
 Form 10-Q for the fiscal quarter ended March 31, 2009

 General

8. Please confirm to us that you will also amend your March 31, 2009 Form 10-Q to conform with the revisions you make to your December 31, 2008 Form 10-K in response to our comments.

Paul Feller, Principal Executive Officer
Stratus Media, Inc
July 24, 2009 Page 4 of 5   Item 4T. Controls and Procedures, page 18

 (a) Evaluation of disclosure c ontrols and procedures, page 18

9. Based on your disclosure, it appears to us th at your principal ex ecutive officer and
principal financial officer only concluded that  your DC&P were not effective to ensure
that information required to be disclosed by th e Company in the reports that it files or
submits under the Exchange Act is recorde d, processed, summarized and reported within
the time period specified in the SEC rules a nd forms.  Please revise your Form 10-Q to
disclose the conclusion of your principal execu tive officer and principal financial officer,
regarding the effectiveness of  your DC&P (as defined in Rule 13a-15(e) or Rule 15d-
15(e) under the Exchange Act).  In this regard, DC&P also includes controls and
procedures designed to ensure that informati on required to be disclo sed by an issuer in
the reports that it files or submits unde r the Exchange Act is accumulated and
communicated to the issuer’s manageme nt, including its principal executive and
principal financial officers, or persons perf orming similar functions , as appropriate to
allow timely decisions regarding required di sclosure.  Refer to It em 307 of Regulation S-
K.
  Form 8-K Filed March 14, 2008

10. We note your response to comment 31 in our letter dated May 22, 2009, that the
amended Form 8-K containing the December 31, 2007 financial statements of Pro Sports
& Entertainment, Inc. will be filed as soon as possible.  Please tell us specifically when
you intend to file the amendment or, alternat ively, explain to us  why you do not believe
it is necessary to file the amended Form 8-K.
 Closing Comments

   As appropriate, please amend your filings and respond to these comments within 10 business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendments to expedite  our review.  Please furnish a cover letter with
your amendments that keys your responses to  our comments and provides any requested
information.  Detailed cover letters  greatly facilitate our review.  Please understand that we may
have additional comments afte r reviewing your amendments a nd responses to our comments.

 You may contact John Archfi eld (202) 551-3315 or Ryan Mi lne at (202) 551-3688 if you

Paul Feller, Principal Executive Officer
Stratus Media, Inc July 24, 2009 Page 5 of 5   have questions regarding comments on the financia l statements and related matters.  Please
contact Susann Reilly at (202) 551-3236 or Pam Ho well at (202) 551-3357 with other questions.

Sincerely,    John Reynolds
       A s s i s t a n t  D i r e c t o r
Office of Beverages, Apparel and  Health Care Services
 cc:  Paul Feller, Prin cipal Executive Officer
 Via facsimile:  (323) 656-2221