SecProbe.io

September 8, 2011
 Via E-mail

Paul H. Feller President and Chief Executive Officer Stratus Media Group, Inc. 3 East De La Guerra Street Santa Barbara, California 93101
Re: Stratus Media Group, Inc.
 Registration Statement on Form S-1
Filed August 12, 2011 File No. 333-176298

Dear Mr. Feller:
We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. Please revise to name West Charitable Rema inder Trust, Liberty Charitable Remainder
Trust and River Charitable Remainder Trust as underwriters or provide us with your
detailed legal analysis supporting the c onclusion that they are not underwriters.

Exhibit 5.1

2. Refer to the second paragraph.  Please revise to delete the assumption that all documents
have been duly executed and delivered.

3. Refer to the fourth paragraph.  Please delete  the statement that the opinion may not be
“relied upon by any other person.”  It is inap propriate to limit reliance with respect to
person.

Paul H. Feller Stratus Media Group, Inc. September 8, 2011 Page 2

 4. Refer to the first sentence of the fifth pa ragraph.  Please revise to clarify that the
Conversion Shares, when issued, will be validly issued, fully  paid and nonassessable, as
opposed to “are” validly issued, fully paid and nonassessable.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Act of 1933 and all
applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they ar e responsible for the accuracy and adequacy of the
disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date of
the pending registration statement please provide a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a
written request for acceleration of the effective date of the registration statement as confirmation of
the fact that those requesting acceleration are aw are of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public
offering of the securities specified in the above registration statement. Please allow adequate time for
us to review any amendment prior to the requested effective date of the registration statement.

You may contact Chanda DeLong at (202) 551-3490 or me at (202) 551-3469 with any
questions.           S i n c e r e l y ,           / s /  J u s t i n  D o b b i e

Justin Dobbie    Legal Branch Chief