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    a6121738.htm

    December
15, 2009

    John
Reynolds

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
DC 20549

                RE:

                Stratus
      Media Group, Inc.

                Form
      10-K/A (No. 1) for the Fiscal Year ended December 31,
  2008

                Form
      10-Q for the Fiscal Quarter Ended June 30, 2009

                Response
      Letter Dated September 4, 2009

                File
      No.:  0-24477

Dear Mr.
Reynolds:

    This
letter is in response to the above.  The following responses are
numbered to correspond to the comments made in your letter of October 16, 2009,
which appear in italics as a means of reference:

              1.

              We
      note in an Item 4.01 Form 8-K filed on August 5, 2008, that you engaged
      Goldman Parks Kurkland Mohidin LLC on July 30, 2008.  We further
      note in a Form 8-K filed on March 14, 2008, that Singer Lewak Greenbaum
      & Goldstein, opined on the financial statements of Pro Sports &
      Entertainment, Inc. as of and for the years ended December 31, 2006 and
      2005.  Unless the same accountant reported on the most recent
      financial statements of both the registrant (Feris International, Inc.)
      and the accounting acquirer (Pro Sports & Entertainment, Inc.), a
      reverse acquisition results in a change in accountants. Please file an
      Item 4.01 8-K to report the change in accountants that occurred upon the
      reverse acquisition that provides the disclosures required by Item 304 of
      Regulation S-K, treating the accountant that no longer will be associated
      with the registrant's financial statements as the predecessor
      accountant.

    We will
file the requested 8-K within five business days.

              2.

              We
      note your responses to comment 4 of our letter dated May 22, 2009, and
      comment 2 of our letter dated July 24, 2009.  For each event
      right owned and the Stratus Rewards program, please provide us with the
      valuations and describe for us the basis for your estimates involving all
      significant assumptions employed. We expect that the significant
      assumptions would include, at a minimum, the year revenues begin, the
      amount of discounted cash flows, the growth rate, and discount
      rate.  To support your estimate of the year revenues begin
      describe in greater detail the amount of lead time necessary to conduct
      the event and the steps you have taken to date to plan the
      event.  Explain why it has taken so long to conduct events after
      the date of their respective
acquisitions.

    The
following are the results and assumptions used for the valuation of intangibles
and goodwill as of December 31, 2008:

                As
      of 12/31/2008

                Year

                Annual

                Annual
      Growth

                Book

                Discounted

                Discount

                Revenues

                Growth

                Growth
      for

                Event/Item

                Balance

                Cash
      Flows

                Rate

                Begin

                Rate

                Term.
      Value

                Long
      Beach Marathon

              $
              300,000

              $
              412,284

              27.0
              %

              2011

              10.00
              %

              2.00
              %

                Concours
      on Rodeo

              600,000

              802,367

              27.0
              %

              2010

              17.76
              %

              2.00
              %

                Santa
      Barbara Concours

              243,000

              499,394

              27.0
              %

              2009

              10.00
              %

              2.00
              %

                Core
      Tour

              1,067,069

              1,397,676

              27.0
              %

              2010

              10.00
              %

              2.40
              %

                Freedom
      Bowl

              344,232

              1,409,762

              27.0
              %

              2011

              10.04
              %

              2.00
              %

                Maui
      Music

              725,805

              1,578,854

              27.0
              %

              2010

              9.52
              %

              2.00
              %

                Athlete
      Management

              15,000

              1,795,166

              69.0
              %

              2011

              41.38
              %

              2.00
              %

                    Total
      Events

              3,295,106

              7,895,503

                Stratus Rewards:

                Technology

              227,849

                Membership
      list

              71,100

                Corporate
      partner list

              23,300

                Corporate
      membership

              450,000

                Goodwill

              1,073,345

                   Total
      Stratus Rewards

              1,845,594

              3,578,747

              79.00
              %

              2010

              45.64
              %

              2.00
              %

                Total
      Events & Stratus

              $
              5,140,700

              $
              11,474,250

    Events
usually require at least four to six months of advance planning and specific
assumptions and details per event are as follows:

    Long Beach
Marathon:  It is not part of the company’s strategic direction
to  operate this event in 2010 and no plans have been made so far to
do so.  Revenues in 2011 are assumed to be $1,100,000, compared with
peak revenues in 1998 of $2,300,000.

    Concours on
Rodeo:  we are planning on running the car shows in 2010 and
have initiated a number of internal meetings and planning sessions to do so,
with a planned event date in June 2010.  Revenues in 2010 are forecast
at $483,000, compared with peak revenues in 2001 of $1,304,000.

    Santa Barbara
Concours:  as noted above, we are planning on running the car
show in 2010 with the Santa Barbara Concours d’ Elegance projected to be held in
April 2010.  The Company planned to operate the Santa Barbara Concours
in October 2009 but had to postpone the event due to venue site
problems.  As part of planning this event, the company obtained
preliminary approval from the Santa Barbara County Parks and Recreation and,
based on this approval are comfortable that the event will be held as
planned.  Revenues in 2010 are forecast at $802,800.

    Core
Tour:  The Company has been in discussions with the former
principals of the Core Tour for them to play active operations management
consulting roles to initiate the Core Tour in 2010.  Revenues are
forecast to be $2,667,500, compared with peak revenues in 2002 of
$2,300,000.

    Freedom
Bowl:  this event is planned to begin recertification
in  2011 to allow for sufficient time for the National College
Athletics Association to recertify this event and strategic negotiations with
target NCAA Conference alignment.  Revenues in 2012 are forecast to be
$3,074,197, compared with peak revenues in 1996 of $3,603,000.

    Maui Music
Festival:  this even is planned for summer 2011, with forecast
revenues of $1,428,530, compared with peak revenues in 2000 of
$923,000.  The higher level of revenues results from an additional day
added to the event.

    Athlete
Management:  this activity is not forecast to start until 2011,
when $2,300,000 of revenues are forecast, compared with peak revenues in 1999 of
$1,150,000, when a smaller number of athletes were represented than assumed in
the 2011 forecast.

    Stratus Rewards
VISA Program:  we have initiated discussions with a large
private bank Switzerland regarding their involvement as the affiliate bank for
this program in the European markets with a tentative launch for summer of
2010.  This bank is one of the top credit card issuers in
Europe.  Revenues for 2010 are forecast to be $7,958,000, which is
substantially higher than the $517,620 of revenues realized in the 22 months the
program was run by Stratus. This is based on the assumption that this Swiss bank
will activate more users than the passive bank involvement and failure to
process applications shown by the prior sponsoring bank.

    The
Company’s plan has been to obtain sufficient content within key event marketing
verticals then to capitalize and roll out these events in a combined package
offering economies of scale by consolidating common cost centers and leverage
greater opportunity for sponsorship revenue.  In order to do so, the
Company first had to become a public entity, which occurred March 14,
2007.  The challenges in raising capital since that point have delayed
the Company from executing this plan.  The Company is expecting to
raise sufficient capital in the first half of 2010 that will allow this roll out
to occur.

    It should
be noted that the Company is nearing its annual review of the values for
intangible assets and goodwill on the balance sheet as of December 31,
2009.  Given that these events were not held during the twelve months
ended December 31, 2009, it is possible that this annual review may result in
impairment charges and it is also possible that these impairment charges may be
significant, but we have not conducted our review and are not prepared to reach
any conclusions regarding possible impairment charges at this time.

              3.

              We
      note in your response to comment 6 in our letter dated July 24, 2009 that
      the Company has reached the conclusion that both the ICFR and DC&P
      were ineffective as of December 31, 2008. We also note your revised Item
      9A(T) disclosure, and it appears to us that you have combined your
      DC&P and ICFR disclosures.  Please provide us with your
      entire revised disclosure for each heading under Item 9A(T) (i.e.
      Evaluation of Disclosure Controls and Procedures, Management's Report on
      Internal Control Over Financial Reporting, and Changes in Internal Control
      over Financial Reporting).

              4.

              We
      note the exposed weaknesses in your response to comment 6 in our letter
      dated July 24, 2009. Please tell us if you have now identified material
      weaknesses upon further review and examination, and ultimate conclusion
      that ICFR was ineffective as of December 31, 2008. If so, include the
      following in your revised
disclosure:

              a.

              the
      nature of the actual material
weaknesses,

              b.

              the
      impact of the material weaknesses on the financing reporting and control
      environment, and

              c.

              management's
      current plans, if any, for remediating the material
      weaknesses.

    Refer
to Section II.B.3 of SEC Release No. 33-8810.

              5.

              If
      you have instead determined there to be control deficiencies, please
      disclose what, if any, impact the control deficiencies had on the
      Company's ICFR and financial reporting, when considering the effect of any
      compensating controls.  Refer to Sections II.B.1 and II.B.5 of
      SEC Release No. 33-8810 for additional
guidance.

              6.

              In
      your revised Item 9A(T), please also include the proposed ICFR disclosures
      in your response to comment 25 and 26 in our letter dated May 22,
      2009.

              7.

              We
      note your conclusion that DC&P was effective as of June 30, 2009 with
      one exception. Please describe to us the exception and be advised that you
      should not qualify your DC&P conclusion with exceptions. Any
      exception(s) would result in a conclusion that DC&P was not effective.
      Revise to state your conclusion in clear and unqualified language and
      include a description of any exception(s) that causes DC&P to be
      ineffective, as necessary. To the extent you believe that your DC&P
      are effective as of June 30, 2009, please explain why you changed your
      conclusion from March 31, 2009, and disclose the changes in your DC&P
      from March 31, 2009 that resulted in a conclusion that your DC&P were
      effective.

    The
following revised Section Item 9A(T) will address comments 3 through 7 in your
letter:

    Disclosure Controls and
Procedures

    In
connection with the preparation of this annual report on Form 10-K, an
evaluation was carried out by the Company’s management, with the participation
of the Chief Executive Officer and the Acting Chief Financial Officer, of the
effectiveness of the Company’s disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934
(“Exchange Act”)) as of December 31, 2008.  Disclosure controls and
procedures are designed to ensure that information required to be disclosed in
reports filed or submitted under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules and
forms and that such information is accumulated and communicated to management,
including the Chief Executive Officer and the Acting Chief Financial Officer, to
allow timely decisions regarding required disclosures.

    Based on
that evaluation, the Company’s management concluded, as of the end of the period
covered by this report, that the Company’s disclosure controls and procedures
were not effective in recording, processing, summarizing, and reporting
information required to be disclosed, within the time periods specified in the
SEC rules and forms and that such information was accumulated or communicated to
management to allow timely decisions regarding required
disclosure.  Specifically, at the time the Company executed a “reverse
merger” with Feris International, Inc. and filed the related Report on Form 8-K
on March 14, 2008, the Annual Report on Form 10-K for Feris International Inc.
for the fiscal year ended December 31, 2007 had been filed with the Commission
on February 22, 2008 (“Feris Report”).  The Company failed to file a
timely amendment to the Report on Form 8-K containing the required audited
financial statements for the predecessor company, Pro Sports &
Entertainment, Inc., for the fiscal year ended December 31, 2007.

    In
particular, the Company has identified material weaknesses in internal control
over financial reporting, as discussed below.

    Management’s Report on
Internal Controls over Financial Reporting

    Management
is responsible for establishing and maintaining adequate internal control over
financial reporting, as required by Sarbanes-Oxley (SOX) Section 404
A.  The Company’s internal control over financial reporting is a
process designed under the supervision of the Company’s Chief Executive Officer
and Acting Chief Financial Officer to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of the Company’s
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles.  Internal control over financial
reporting includes those policies and procedures that:

              ·

              pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the Company’s
      assets;

              ·

              provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of the financi