SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

July 6, 2009

John Reynolds
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

RE: Responses to Comments in Your Letter to Stratus Media Group Inc. of
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May 22, 2009
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Dear Mr. Reynolds

This  letter is in  response to the above and  supplements  the  amended  Annual
Report  on Form 10K  ("Amended  10K")  and  amended  Report on Form 8-K that the
Company intends to file as soon as possible,  but no later than Friday, July 17,
2009, to address the comments in the above letter.

The  following  responses are numbered to correspond to the comments made in the
letter of May 22, 2009, which appear in italics.

1.   We note that the  amendment to your Annual  Report on Form 10K was filed to
     reflect  the  restatement  of your  fiscal  year  2007 and  2008  financial
     statements. Please tell us how you considered the requirements of Item 4.02
     of Form 8-K in your decision to not report the  non-reliance  on previously
     issued  financial  statements or a related audit report or complete interim
     review, on a Form 8-K

The original  filing of the Annual  Report on Form 10-K ("10K") was made at 5:25
pm EDT on  Wednesday,  April 15,  2009 and the  amendment  was  accepted  by the
Commission  at 8:26 pm EDT on Friday,  April 17,  2009 and  effective  April 20,
2009.  Since so many  sections  of the  report  changed,  we elected to file all
sections of the report with the amendment to allow  investors to have a complete
amended document for review. Given that there were two trading days in which the
original  document  was  effective  and the  retail  orientation  of most of our
investors,  we felt that our investors would be confused as to which report they
should rely on if we filed an 8-K within the  five-day  window  pursuant to Item
4.02 of Form 8-K.

As the result of damage  caused by a computer  virus on the computer used by the
Company to prepare and file the  report,  the report that was filed at 5:25pm on
Wednesday,  April 15,  2009 was  rushed,  filed in error and did not contain the
financial  statements updated for a $65,316 legal accrual in 2007 and $1,015,000
in  impairment  charges in 2008,  as set forth in the "Why this  Report is Being
Filed" section of the amendment filed on April 17, 2009.

                                       1
<PAGE>

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

This change will be made on the Amended 10K.

3.   We note that you present condensed  summary financial  information for 2004
     and that you did not provide an audit report  covering  such period in your
     Form 8-K filed March 14, 2008. Please label the 2004 financial  information
     as "unaudited."

While an audit was performed  for the twelve months ended  December 31, 2004 for
Pro Sports & Entertainment,  Inc. (the surviving entity for accounting  purposes
in the "reverse  merger" with Feris  International  Inc. on March 14, 2008),  we
understand  the comment and will so marked the 2004 data as  "unaudited"  in the
Amended 10K.

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 approximately
     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 Critical  Accounting  Policies  regarding
     your impairment testing policy. Specifically, we believe you should provide
     the  following  information  (remainder  of comment not  included  here for
     brevity)

The Amended 10K will contain the following disclosure to address this comment as
follows

The Company has purchased  several events that have been valued on the Company's
balance sheet as intangible assets with a value equal to the consideration  paid
for such assets,  which  generally  include  licensing  rights,  naming  rights,
merchandising  rights and the right to hold such event in particular  geographic
locations.  There was no goodwill  assigned to any of these events and the value
of the consideration  paid for each event is considered to be the value for each
related intangible asset. Each event has separate accounts for tracking revenues
and expenses per event and a separate account to track the asset valuation.

A portion of the  consideration  used to purchase the Stratus  Rewards Visa card
program was allocated to specific  assets,  as disclosed in the footnotes to the
financial  statements,  with the difference  between the specific assets and the
total consideration paid for the program being allocated to goodwill.

The Company reviews the value of intangible  assets and related goodwill as part
of its annual reporting process,  which generally occurs in February or March of
each calendar  year. In between  valuations,  the Company is prepared to conduct
additional  tests if  circumstances  warrant such testing.  For example,  if the
Company was unable to secure the services of any sponsoring  banks,  the Company
would then undergo a thorough  valuation of the intangible assets related to its
Stratus Rewards program.

To review the value of  intangible  assets and  related  goodwill,  the  Company
compares  discounted  cash flow forecasts with the stated value of the assets on
the balance sheet.

                                       2
<PAGE>

The events are forecasted based on historical results for those events, adjusted
over time for the assumed  synergies  expected from  discounts from purchases of
goods and  services  from a number of events  rather than from each event on its
own, and for synergies  resulting from the expected  ability to provide sponsors
with benefits from sponsoring multiple events with a single point of contact.

These forecasts are discounted at a range of discount rates determined by taking
the risk-free interest rate at the time of valuation,  plus a premium for equity
risk, plus a premium related to small companies in general,  plus a risk premium
for factors  specific to the Company and the  business  that range from 9.5% for
events to 55% for the Stratus Rewards Visa card. The total discount rates ranged
from  27% for  events,  to 69% for  athlete  management  to 79% for the  Stratus
Rewards  program.  Terminal  values are  determined by taking cash flows in year
five of the forecast,  then applying an annual growth of 2.0% to 2.4% for twenty
years and  discounting  that stream of cash flows by the discount  rate used for
that section of the business.

By reporting unit, the assumptions are as follows:
<TABLE>
<CAPTION>
<S>                                          <C>               <C>             <C>               <C>
                                                Compound         Annual
                                                  Annual       Growth in
                                               Growth in       Cash Flows
                            Year Revenues       Revenues      For Terminal            Annual
                        Begin in Forecast    Through 2013    Value in 2014     Discount Rate
                        -----------------    ------------    --------------    --------------
Long Beach Marathon                 2011           10.0%           2.0%              27.0%
Freedom Bowl                        2011           10.0%           2.0%              27.0%
Athlete management                  2011           41.4%           2.0%              69.0%
Santa Barbara Concours              2009           10.0%           2.0%              27.0%
Concours on Rodeo                   2010           17.8%           2.0%              27.0%
Core Tour                           2010           10.0%           2.4%              27.0%
Maui Music Restival                 2010            9.5%           2.0%              27.0%
Stratus Rewards program             2010           45.7%           2.0%              79.0%
</TABLE>

If the Company  determines  that the  discount  factor for cash flows  should be
substantially  increased, or the event will not be able to being operations when
planned,  it is possible that the values for the intangible  assets currently on
the balance  sheet could be  substantially  reduced or  eliminated,  which could
result in a maximum charge to operations  equal to the current carrying value of
the intangible assets of $5,129,348.

The  Company  believes  that the  reporting  units most at risk for a  potential
impairment charge in the future are those units with a discounted cash flow that
is less than twice the asset value on the Company's balance sheet:

                                      As of December 31, 2008
                         -----------------------------------------------------
                                                   Discounted
                         Balance Sheet Value       Cash Flows           Ratio
                         ------------------- ----------------- ---------------
Long Beach Marathon                300,000            412,284             1.4
Concours on Rodeo                  600,000            802,367             1.3
Core Tour                        1,067,069          1,397,676             1.3
Stratus Rewards program          1,845,594          3,578,747             1.9

                                       3
<PAGE>

Pursuant to your request,  we confirm that the sellers of Stratus  Rewards,  LLC
were unrelated third parties.

5.   Taking into  consideration the  circumstances  that caused 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  program has not been
     obtained,  tell us whether you first tested your Stratus Rewards long-lived
     assets subject to amortization  pursuant to SFAS 144 {remainder omitted for
     brevity}.

Before  responding,  it should be noted that although the prior  sponsoring bank
has  withdrawn  from the program,  this bank  continues to process  payments and
maintain  accounts for a number of customers who were in the program when it was
run by the Company. The number of customers and the amounts processed since that
time have been withheld by this bank, but court  documents filed by this bank as
part of a legal  dispute  show that the reserve fund for  redemptions  has grown
from approximately  $163,000 to approximately  $190,000 during the first fifteen
months that the Company was not  supplied  with  statements  by this bank.  This
growth  indicates  charge  activity by customers of  approximately  $3.1 million
during this period (0.85% of all  transactions are deposited into this account).
Accordingly,  while the Company has not received  the benefits of this  activity
during this perioid, the program is still active.

Further,  the Company has received  several  expressions of strong interest from
large international banks to sponsor the Stratus Rewards program. While there is
a possibility  that the Company may not be able to obtain a new sponsoring  bank
or banks,  the  Company  believes  that it is  likely  to be able to do so.  The
$1,000,000  impairment  charge  was  taken  to  reflect  the  current  lack of a
sponsoring bank. Since there is still activity in the program, the Company feels
that other than  goodwill,  the other  long-lived  assets related to the Stratus
Rewards program are not impaired.

Accordingly,  the  Company  does not  believe  that the  "events  or  changes in
circumstances  indicate that its (value of long lived asset) carrying amount may
not be recoverable"  test in paragraph 8 of SFAS 144 was met and the Company did
not perform specific tests of long-lived assets.

6.   Please  revise your  contractual  obligations  table here and in Note 16 to
     include the future  maturities of all your known  contractual  obligations,
     including any estimated future interest payable on such obligations,  as of
     December 31, 2008.
<TABLE>
<CAPTION>
<S>                             <C>              <C>          <C>           <C>                <C>           <C>          <C>
                                      Total           2009         2010          2011         2012          2013   After 2013
                              -------------- -------------- ------------  ------------ ------------  ------------ ------------
Debt obligations*              $  1,000,000   $    375,000   $  500,000     $ 125,000   $        -    $        -   $        -

Other debt obligations            1,370,426      1,370,426            -             -            -             -            -

Event acquisition liabilities       913,760        913,760            -             -            -             -            -

Legal judgment                       65,316         65,316            -             -            -             -            -

Rent obligations                    301,200        184,800      116,400             -            -             -            -
                              -------------- -------------- ------------  ------------ ------------  ------------ ------------
  Total                        $  3,650,702   $  2,909,302   $  616,400     $ 125,000   $        -    $        -   $        -

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*    Debt  incurred in  connection  with  acquisition  of Stratus.  Repayment is
     triggered  by first  funding of at least  $3,000,000.  For purposes of this
     schedule such funding is assumed to occur during 2009.
</TABLE>

                                       4
<PAGE>

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
     obligation 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  contractual  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

The  balance  sheet  will be  revised to  reflect  the  $375,000  portion of the
$1,000,000 liability as current rather than long term.

8.   Please  tell us how you  considered  paragraphs  25-26  of SFAS 154 for the
     correction of an error in previously issued financial statements.

The Amended 10K will reflect the  disclosures  required by  paragraphs  25-26 of
SFAS 154.

9.   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 with your restated financial statements.

To be provided  separately by Goldman Parks Kurland  Mohidin LLP, our registered
public accounting firm.

10.  Please expand your  footnotes to describe the nature of the following  line
     items...Deferred    Salary...Accrued   Expense...Line   of   Credit...Other
     (income)/expense.

The footnotes in the Amended 10K will include the following

     Deferred Salary - our President has an employment  contract that stipulates
an annual  salary of $240,000 per year.  He has not received  cash  payments for
salary  since prior to 2006 and the  $240,000 per year is accrued on a quarterly
basis.

     Accrued  Expense - Legal Jud