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June 6, 2023
Neil Watanabe
Chief Financial Officer
Loop Media, Inc.
700 N. Central Ave, Suite 430
Glendale, CA 91203
Re:Loop Media, Inc.
Form 10-K for Fiscal Year Ended September 30, 2022
Filed December 20, 2022
File No. 001-41508
Dear Neil Watanabe:
            We have reviewed your April 20, 2023 response to our comment letter and have the
following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 11, 2023 letter.
Form 10-K for Fiscal Year Ended September 30, 2022
Item 1. Business
The Loop Platform
O&O Platform and OOH Locations, page 11
1.Here and numerous places elsewhere you use the acronym "DOOH."  Please explain to us
and disclose what this means and how it relates to "OOH" locations.

 FirstName LastNameNeil  Watanabe
 Comapany NameLoop Media, Inc.
 June 6, 2023 Page 2
 FirstName LastName
Neil  Watanabe
Loop Media, Inc.
June 6, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Consolidated Results of Operations
Gross Profit Margin, page 58
2.The second sentence under Partner Platform on page 5 of your response to comment 3
appears to be useful information in further explaining the lower gross profit margin for the
Partner Platform disclosed on page 58.  Please consider expanding your disclosure
accordingly.
Liquidity and Capital Resources
Cash Flows ...
Net Cash Flow From/Used In Operating Activities, page 61
3.Refer to your response to comment 2.  Please note your present disclosure
discussing items impacting results reported on the accrual basis of accounting does not
necessarily adequately explain how actual cash for operating activities was impacted.
Also note your present disclosure discussing aspects of your cash flows from operations
that breaks out amounts related to each component primarily focuses on noncash items
that do not affect cash.  Refer to section IV.B.1 of Release No. 33-8350 and revise your
disclosure as appropriate.
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue recognition, page F-13
4.
The chart on page 11 indicates your customers are (i) OOH locations for the O&O
Platform and (ii) third parties with their own distribution platform for the Partner
Platform.  On page F-13 it appears your customers are advertising demand partners,
advertising agencies and direct advertisers and sponsors because you state amounts billed
to these parties are recorded as revenues.  Please clarify for us who your customers are for
each platform and for each customer type within each platform how you (a) generate
revenue from the customer and (b) incur the associated cost of revenue and what these
costs consist of.  In connection with this, explain to us precisely what your performance
obligation is (i.e., the service you provide) for each customer type within each platform
and how you fulfil the performance obligation.
5.Please explain to us the difference between “advertising demand partners,” “advertisers”
and "sponsors.".
6.You state you distribute your content and advertising inventory through your O&O
Platform and Partner Platform.  Please explain to us how the content and advertising
inventory is yours and whether such was created or purchased by you.  Explain to us what
this content and advertising inventory consists of.  In connection with this, you disclose in
regard to your revenue model for the Partner Platform that content delivered may be

 FirstName LastNameNeil  Watanabe
 Comapany NameLoop Media, Inc.
 June 6, 2023 Page 3
 FirstName LastName
Neil  Watanabe
Loop Media, Inc.
June 6, 2023
Page 3
content sourced by your Partner Platform clients or by Loop.  Explain to us what this
means and how it relates to your generation of revenue.
7.You disclose you expanded advertising sales directly to companies that seek to advertise
on your platform and to companies interested in providing sponsorship of your content if
any.  Through such arrangements you may receive payments from a company in return for
allowing such company to be associated with one of your channels, playlists, other content
or company events.  Please explain to us how this relates to your advertising based
revenue model and your accounting for the payments received and associated costs.
8.You disclose you derive revenues from providing advertising impressions to advertisers
looking to advertise in OOH locations across the Loop Platforms.  Please explain to us
and disclose as appropriate how the amount of revenue for each impression is determined
and how this amount determined relates to the transaction price for the performance
obligation for the contract.
9.You state you evaluate all advertising revenue sources to determine if you should report
revenues on a gross basis or net.  Please tell what all your advertising revenue
sources/types are and your consideration of presenting disaggregation of revenue by these
sources pursuant ASC 606-10-50-5.
10.You disclose you are considered the principal in your arrangements with content providers
in the O&O Platform business and third-party partners in the Partner Platforms
business.  For advertising inventory provided to advertisers through the use of an
advertising demand partner or agency whose fees or commission is calculated based on a
stated percentage of gross advertising spending you disclose your revenues are reported
net of agency fees and commissions.  Please explain to us how you distinguish between
these two types of arrangements.
11.In the first paragraph under Partner Platform on page 5 of your response to comment
3 you state your revenue from advertising contracts is recorded on a gross basis, after first
deducting the Demand Partner fees.  Please explain to us what these fees represent and
how they are determined.  Also, as requested in our comment, explain to us how you
determine the amount of deduction of allocated infrastructure costs and the basis for your
accounting.
12.Refer to your response to comment 3.  In the second paragraph on page 4 you refer to
further detail about the two revenue share arrangements used in both the O&O Platform
and the Partner Platform.  However, we did not identify this detail.  Please clarify the
detail about these two revenue share arrangements.
13.At the top of page 12 you refer to your switch to a free ad-supported business model.
Please explain to us what this means and how it relates to the advertising-based model you
moved to from which you generate revenue.

 FirstName LastNameNeil  Watanabe
 Comapany NameLoop Media, Inc.
 June 6, 2023 Page 4
 FirstName LastName
Neil  Watanabe
Loop Media, Inc.
June 6, 2023
Page 4
Cost of revenue, page F-14
14.The description of cost of revenue on page 56 differs from that on page F-14.  Please
reconcile these descriptions for us and in your disclosure as appropriate.
15.You disclose depreciation expense associated with Loop players is not included in costs of
sales.  It appears the Loop Player is integral to providing the service from which you
generate your revenue.  Please explain to us why the depreciation of this equipment is not
included in your cost of revenue.
            You may contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services