SecProbe.io

November 18 , 2013

Via E -mail
Jerold Rubinstein
Chief Executive Officer
Stratus Media Group, Inc.
1800 Century Park East, 6th Floor
Los Angeles, CA  90067

Re: Stratus Media Group, Inc.
  Preliminary Information  Statement  on Schedule 14 C
Filed  October 3 1, 201 3
  File No.  000-24477

Dear Mr. Rubinstein :

We have limited our review of your filing  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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe 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 filing and th e information you provide in
response to these comments, we may have additional comments .

Preliminary Information  Statement on Schedule 14 C

General

1. We note that you will not have sufficient shares to complete the transactions to the extent
that they r equire the immediate issuance of common shares.  In this regard, it appears that
the proposed reverse stock split and private placements are related to your proposed
acquisitions of Canterbury/Hygenia and Histogen.  In light of your proposed actions to
effectively increase your authorized common stock by means of the reverse split and
thereafter use the additional authorized shares for the purposes you describe, please
revise your information statement to provide all of the information required by Item 14 o f
Schedule 14A including, if applicable, the financial information required by Item 13 and
Item 14. Alternatively, tell us in your response letter why you believe you are not
required to provide some or all of this information.  See Item 1 of Schedule 14C and Note
A of Schedule 14A .

Jerold Rubinstein
Stratus Media Group, Inc.
November 18 , 2013
Page 2

 Effects of the Reverse Stock Split, page 5

2. Please revise this section  to discuss the potential anti -takeover effect s of the reverse stock
split.

U.S. Federal Income Tax Consequences, page 7

3. Please revise the section title and disclosure to indicate that the disclosure is a summary
of certain  “material” U.S. federal income tax considerations .

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Please contact Ada D. Sarmento at (202) 551-3798 or me at (202) 551-3642  with any
questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen

 Loan Lauren P. Nguyen
Special Counsel

cc: Via E-mail
 David L. Ficksman , Esq.