SecProbe.io

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 September 24, 2025

William Elder
CFO and General Counsel
CervoMed Inc.
20 Park Plaza
Suite 424
Boston, MA 02116

 Re: CervoMed Inc.
 Form 10-K for the year ended December 31, 2024
 Filed March 17, 2025
 File No. 001-37942
Dear William Elder:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 crvo20250923_corresp.htm

 One Financial Center

 Boston, MA 02111

 617 542 6000

 September 23, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E. Washington, D.C. 20549

 Attention: Sasha Parikh and Jenn Do

 Re:

 CervoMed Inc.

 Form 10-K for the year ended December 31, 2024

 Filed March 17, 2025 File No. 001-37942

 Ladies and Gentlemen:

 We are submitting this letter on behalf of our client, CervoMed Inc., a Delaware corporation (the “ Company ”), in response to the written comments from the staff (the “ Staff ”) of the U.S. Securities and Exchange Commission (the “ Commission ”) received by your letter dated September 12, 2025 (the “ Comment Letter ”), relating to the above-referenced Annual Report on Form 10-K.

 For reference, we have set forth below in italics the Staff’s comment from the Comment Letter and have keyed the Company’s responses to the numbering of the comment and the headings used in the Comment Letter.

 Form 10-K for the year ended December 31, 2024

 Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

 Results of Operations

 Research and Development Expenses, page 84

 1.

 Please provide proposed revised disclosure to be included in future filings to disclose the costs incurred during each period presented for each of your key research and development projects. If you do not track your research and development costs by project, please disclose that fact, explaining why you do not maintain and evaluate research and development costs by project, and provide other quantitative disclosure that provides more transparency as to the type of research and development expenses incurred (i.e., by nature or type of expense) for any unallocated expenses which should reconcile to total research and development expense on the Statements of Operations. In this regard, quantify the change in each of the factors noted for the increase in research and development expense for each period presented. This would also apply to the factors noted for the increase in your general and administrative expenses.

 BOSTON LOS ANGELES MIAMI NEW YORK SAN DIEGO SAN FRANCISCO TORONTO WASHINGTON

 MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

 MINTZ

 September 23, 2025

 Page 2

 The Company respectfully acknowledges the Staff’s comment and, in future filings, will expand its disclosure in accordance with the Staff’s comment.

 By way of example, using information regarding the Company’s research and development expenses and general and administrative expenses for the six months ended June 30, 2025 and 2024, the Company expects future disclosure to read substantially as follows:

 Research and Development Expenses

 Although neflamapimod is our only drug candidate in active development and research and development expenses are reported as a single segment, we track certain outsourced development, outsourced personnel costs and other external research and development costs of our neflamapimod clinical and non-clinical development programs on an indication-by-indication basis. A portion of our external costs are related to neflamapimod’s development generally and therefore not allocated on such a basis and, similarly, we do not track internal research and development costs by indication.

 The following table summarizes our research and development expenses for the six months ended June 30, 2025 and 2024.

 Six Months Ended,

 June 30,

 2025

 2024

 $ Change

 % Change

 Neflamapimod (Clinical / Non-Clinical)

 DLB

 4,185,507

 5,436,645

 (1,251,138)

 (23)%

 PPA

 533,226

 0

 553,226

 (a)

 Recovery After Stroke

 555,703

 0

 555,703

 (a)

 Other Clinical and Non-Clinical

 1,020,140

 1,807

 1,018,333

 56,355%

 Personnel costs, excluding stock-based compensation

 2,293,539

 592,533

 1,701,007

 287%

 Stock-based Compensation

 244,861

 104,134

 140,727

 135%

 Other research and development expenses, including CMC

 1,113,446

 451,530

 661,916

 147%

 Total Research and Development Expenses

 9,946,423

 6,586,649

 3,359,774

 51%

 (a)

 No expenses in prior year period.

 The aggregate $3.4 million increase in research and development expenses was primarily due to an increase of $1.7 million in personnel costs, driven by higher headcount and outsourced consulting costs, and increases of $1.0 million and $0.7 million in other clinical and non-clinical costs and other research and development costs, respectively, driven by increased non-clinical and CMC activities to evaluate, analyze and address the drug product issue identified in December 2024. These increases were offset by a net decrease in costs related to our neflamapimod clinical programs, as a $1.3 million decrease in costs related to our DLB program – where the final patient visit of the Extension Phase of our RewinD-LB Trial was completed during the quarter – was partially offset by an aggregate increase of $1.1 million in costs related to our recovery after stroke and PPA programs, as our Restore Trial and Phase 2a trial in the nonfluent/agrammatic variant of PPA were both initiated in the second quarter of 2025.

 MINTZ

 September 23, 2025

 Page 3

 General and Administrative Expenses

 The following table summarizes our general and administrative expenses for the six months ended June 30, 2025 and 2024.

 Six Months Ended,

 June 30,

 2025

 2024

 $ Change

 % Change

 Personnel costs, excluding stock-based compensation

 2,835,869

 2,007,066

 828,803

 41%

 Stock-based Compensation

 613,321

 692,662

 (79,341)

 (11)%

 Professional fees

 1,342,677

 1,297,963

 44,714

 3%

 Insurance, taxes and similar fees

 659,585

 512,195

 147,390

 29%

 Other general and administrative expenses, including IT, facilities, supplies and similar costs

 196,499

 129,724

 66,776

 51%

 Total General and Administrative Expenses

 5,647,951

 4,639,609

 1,008,342

 22%

 The aggregate $1.0 million increase in general and administrative expenses was primarily due to an increase of $0.7 million in personnel costs (inclusive of stock-based compensation), driven by higher headcount and severance costs related to the separation of our Former COO, plus an increase of $0.3 million in professional fees, insurance, taxes, and other miscellaneous general and administrative expenses.

 * * * * *

 If the Staff should have any further questions, or would like further information, concerning the responses above, please do not hesitate to contact me at (617) 348-4416 or jsmccaffrey@mintz.com . We thank you for your time and attention.

 Sincerely,

 /s/ Jason S. McCaffrey

 Jason S. McCaffrey

 cc:

 CervoMed Inc.

 John Alam, Chief Executive Officer

 William Elder, Chief Financial Officer and General Counsel

 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

 William Hicks

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<TEXT>
 September 12, 2025

William Elder
CFO and General Counsel
CervoMed Inc.
20 Park Plaza
Suite 424
Boston, MA 02116

 Re: CervoMed Inc.
 Form 10-K for the year ended December 31, 2024
 Filed March 17, 2025
 File No. 001-37942
Dear William Elder:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the year ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Research and Development Expenses, page 84

1. Please provide proposed revised disclosure to be included in future
filings to disclose
 the costs incurred during each period presented for each of your key
research and
 development projects. If you do not track your research and development
costs by
 project, please disclose that fact, explaining why you do not maintain
and evaluate
 research and development costs by project, and provide other
quantitative disclosure
 that provides more transparency as to the type of research and
development expenses
 incurred (i.e. by nature or type of expense) for any unallocated
expenses which should
 reconcile to total research and development expense on the Statements of
Operations.
 In this regard, quantify the change in each of the factors noted for the
increase in
 research and development expense for each period presented. This would
also apply
 to the factors noted for the increase in your general and administrative
expenses.
 September 12, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Sasha Parikh at 202-551-3627 or Jenn Do at 202-551-3743
if you have
questions regarding comments on the financial statements and related matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
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October 8, 2024
John Alam, M.D.
President and Chief Executive Officer
CervoMed Inc.
20 Park Plaza, Suite 424
Boston, Massachusetts 02216
Re:CervoMed Inc.
Registration Statement on Form S-3
Filed October 3, 2024
File No. 333-282494
Dear John Alam M.D.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jason S. McCaffrey, Esq.

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CERVOMED INC.

20 Park Plaza

Suite 424

Boston, MA 02116

October 8, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Chris Edwards

			Re:

			CervoMed Inc.

			Registration Statement on Form S-3 (File No. 333-282494)

			Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, CervoMed Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) and declare the Registration Statement effective as of 5:00 p.m., Eastern Time, on October 10, 2024, or as soon as practicable thereafter.

The Registrant requests that it be notified of such effectiveness by a telephone call to Jason S. McCaffrey, Esq., of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (617) 348-4416 or by an email to JSMcCaffrey@mintz.com.

Thank you for your assistance. If you should have any questions, please contact Mr. McCaffrey at (617) 348-4416.

			Very truly yours,

			CERVOMED INC.

			By: /s/ William Elder

			Name: William Elder

			Title:   Chief Financial Officer, General Counsel and Corporate Secretary

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CERVOMED INC.

20 Park Plaza

Suite 424

Boston, MA 02116

June 3, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Doris Stacey Gama

			Re:

			CervoMed Inc.

			Registration Statement on Form S-1, as amended (File No. 333-279343)

			Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, CervoMed Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration Statement”) and declare the Registration Statement effective as of 5:00 p.m., Eastern Time, on June 5, 2024, or as soon as practicable thereafter.

The Registrant requests that it be notified of such effectiveness by a telephone call to Jason S. McCaffrey, Esq., of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (617) 348-4416 or by an email to JSMcCaffrey@mintz.com

Thank you for your assistance. If you should have any questions, please contact Mr. McCaffrey at (617) 348-4416.

			Very truly yours,

			CERVOMED INC.

			By: /s/William R. Elder

			Name: William R. Elder

			Title: Chief Financial Officer, General Counsel and Corporate Secretary

United States securities and exchange commission logo
May 16, 2024
John Alam, M.D.
Chief Executive Officer
CervoMed Inc.
20 Park Plaza, Suite 424
Boston, MA 02116
Re:CervoMed Inc.
Registration Statement on Form S-1
Filed May 10, 2024
File No. 333-279343
Dear John Alam:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jason McCaffrey, Esq.

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DIFFUSION PHARMACEUTICALS INC.

300 East Main Street

Suite 201

Charlottesville, Virginia 22902

July 12, 2023

VIA EDGAR

Suzanne Hayes

Dillon Haigus

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Diffusion Pharmaceuticals Inc.

Registration Statement on Form S-4

(File No. 333-271823)

Originally filed on May 11, 2023, as amended

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Diffusion Pharmaceuticals Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on Form S-4 to become effective on Thursday, July 13, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

The Registrant requests that it be notified of such effectiveness by a telephone call to David Rosenthal, Esq. of Dechert LLP, counsel to the Registrant, at (212) 698-3616 or by an email to david.rosenthal@dechert.com.

Thank you for your assistance. If you should have any questions, please contact Mr. Rosenthal at (212) 698-3616.

			Very truly yours,

			/s/ Robert J. Cobuzzi, Jr., Ph.D.

			Robert J. Cobuzzi, Jr., Ph.D.

			President and Chief Executive Officer

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July 11, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

			Attention:

			Suzanne Hayes

Dillon Hagius

Gary Newbury

Lynn Dicker

			Re:

			Diffusion Pharmaceuticals Inc.

			Amendment No. 1 to Registration Statement on Form S-4

			Filed June 23, 2023

File No. 333-271823

Dear Ms. Hayes:

This letter is in response to the comments of the staff of the United States Securities and Exchange Commission (the “Staff”) contained in your letter dated July 5, 2023, regarding Amendment No. 1 to the Registration Statement on Form S-4, which was filed by Diffusion Pharmaceuticals Inc. (the “Company”) with the United States Securities and Exchange Commission (the “Commission”) on June 23, 2023.

The Company has filed today Amendment No. 2 to the Registration Statement (“Amendment No. 2”) together with this letter via EDGAR correspondence. For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the text of which we have incorporated into this response letter in italicized type, and which is followed by the Company’s response. Unless otherwise indicated, all page references in the responses are to page numbers in Amendment No. 2. Capitalized terms used herein but not defined shall have the meanings ascribed to them in Amendment No. 2.

Amendment No. 1 to Registration Statement on Form S-4

Certain Unaudited Long Range Financial Projections of EIP's Business, page 132

			1.

			Comment: We note your response to comment 11. Please revise to specifically clarify that your projections do not take into account the possibility of the introduction of competing products that do not violate patents, the possibility that you might not obtain FDA approval for nemflamapimod, and other factors that would have a materially negative impact on your projections.

U.S. Securities and Exchange Commission

July 11, 2023

Page 2

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 132, 133 and 134 of Amendment No. 2.

Certain Material U.S. Federal Income Tax Consequences of the Merger, page 140

			2.

			Comment: Please revise to clarify that all material federal income tax consequences are discussed by revising the caption and the discussion.

Response: The Company acknowledges the Staff’s comment and has revised the caption, the discussion and related references in Amendment No. 2.

* * * * *

If you have any questions regarding the responses to the comments of the Staff, or require additional information, please contact me by phone at (212) 698-3616.

Sincerely,

/s/ David S. Rosenthal

David S. Rosenthal

			cc:

			William Elder (Diffusion Pharmaceuticals Inc.)

			John E. Alessi (Dechert LLP)

United States securities and exchange commission logo
July 5, 2023
Robert Cobuzzi, Jr., Ph.D.
President and Chief Executive Officer
Diffusion Pharmaceuticals Inc.
300 East Main Street, Suite 201
Charlottesville, Virginia 22902
Re:Diffusion Pharmaceuticals Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed June 23, 2023
File No. 333-271823
Dear Robert Cobuzzi:
            We have reviewed your amended registration statement 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 this letter by amending your registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 9, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Certain Unaudited Long Range Financial Projections of EIP's Business, page 132
1.We note your response to comment 11.  Please revise to specifically clarify that
your projections do not take into account the possibility of the introduction of competing
products that do not violate patents, the possibility that you might not obtain FDA
approval for nemflamapimod, and other factors that would have a materially negative
impact on your projections.
Certain Material U.S. Federal Income Tax Consequences of the Merger, page 140
2.Please revise to clarify that all material federal income tax consequences are discussed by
revising the caption and the the discussion.

 FirstName LastNameRobert Cobuzzi, Jr., Ph.D.
 Comapany NameDiffusion Pharmaceuticals Inc.
 July 5, 2023 Page 2
 FirstName LastName
Robert Cobuzzi, Jr., Ph.D.
Diffusion Pharmaceuticals Inc.
July 5, 2023
Page 2
            You may contact Gary Newberry at 202-551-3761 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related matters. Please
contact Dillon Hagius at 202-551-7967 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John Alessi

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June 22, 2023

VIA EDGAR

Suzanne Hayes

Dillon Haigus

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Diffusion Pharmaceuticals Inc.

			Registration Statement on Form S-4

			Filed May 11, 2023

			File No. 333-271823

Dear Mr. Newberry:

This letter is in response to the comments of the staff of the United States Securities and Exchange Commission (the “Staff”) contained in your letter dated June 9, 2023, regarding the Registration Statement on Form S-4 (the “Registration Statement”), which was filed by Diffusion Pharmaceuticals Inc. (the “Company”) with the United States Securities and Exchange Commission (the “Commission”) on May 11, 2023.

The Company has filed today Amendment No. 1 to the Registration Statement (“Amendment No. 1”) together with this letter via EDGAR correspondence. For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter, the text of which we have incorporated into this response letter in italicized type, and which is followed by the Company’s response. Unless otherwise indicated, all page references in the responses are to page numbers in Amendment No. 1. Capitalized terms used herein but not defined shall have the meanings ascribed to them in Amendment No. 1.

Registration Statement on Form S-4

Questions and Answers About Diffusion’s Special Stockholder Meeting And The Merger

What is the Merger, page 12

			1.

			Comment: Please briefly discuss Diffusion’s $12.0 million net cash Merger closing condition and the potential impact of this condition on the merger. Additionally, given the Exchange Ratio is subject to adjustment based on Diffusion’s net cash at the time of the Merger’s closing, please disclose Diffusion’s current amount of net cash, as calculated pursuant to the terms of the Merger Agreement.

Ms. Suzanne Hayes

Mr. Dillon Haigus

June 22, 2023

Page 2

Response: The Company acknowledges the Staff’s comment and has added disclosure to the response to the question “What is the Merger?” beginning on page 13 of Amendment No. 1. The Company advises the Staff that it has estimated net cash as calculated under the Merger Agreement based on its cash, cash equivalents and marketable securities as of March 31, 2023, the most current date as of which it has financial statements. The Company notes in its revised disclosure that it expects to continue to incur losses in future periods primarily related to the proposed Merger with EIP and, as a result, available cash, cash equivalents and marketable securities will continue to decrease.

As a holder of Diffusion Common Stock, what happens if I do not return a proxy card or otherwise provide proxy instructions, as applicable?, page 17

			2.

			Comment: Please revise to explain what happens if shareholders of Diffusion Common Stock do not return their proxy card. As currently drafted, this Q&A only explains what happens if shareholders return a signed proxy card without marking any selections or do not give instruction to their brokers.

Response: The Company acknowledges the Staff’s comment and has revised the Q&A and related response beginning on page 18 of Amendment No. 1.

Risk Factors

Risks Related to Diffusion, page 47

			3.

			Comment: Please include a risk factor addressing any material risks associated with the pending legal proceeding by Paul Feller, the former Chief Executive Officer of Diffusion’s legal predecessor, which you mention on page 195. Alternatively, tell us why you believe risk factor disclosure is not required.

Response: In response to the Staff’s comment, the Company added a risk factor on page 51 of Amendment No. 1.

Background of the Merger, page 106

			4.

			Comment:  Please revise to more specifically describe the criteria proposed to assess potential counterparties. For example, if you were looking for parties with a candidate that had achieved a specific stage of development, what stage was that? What were you looking for with respect to the depth of the pipeline table? Additionally, please discuss whether the criteria and/or the prioritization of the criteria changed over time. We note that the counterparty’s willingness to commit to continuing to develop TSC following the consummation of the transaction is included in the list of criteria, but we also note your statement on page 21 that you will continue to look for opportunities to sell or out-license TSC in newly diagnosed GMB patients. Please clarify when it was determined that the combined company would not continue to develop TSC.

Ms. Suzanne Hayes

Mr. Dillon Haigus

June 22, 2023

Page 3

Response: The Company acknowledges the Staff’s comment and has revised the disclosure beginning on page 109 of Amendment No. 1.

			5.

			Comment: Please clarify how you narrowed the 16 companies that submitted non-binding indications of interest between November 14, 2022 and November 18, 2022 to the five companies that Diffusion’s board of directors, members of management, representatives of CG and Dechert identified on November 21, 2022. To the extent that you used the Criteria to eliminate the other nine, please explain how the Criteria was used in the selection process.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure beginning on page 113 of Amendment No. 1.

EIP Reasons for the Merger, page 122

			6.

			Comment: Please expand the bullet point indicating that the shares of Diffusion Common Stock issued to EIP equity holders will be registered on a Form S-4 registration statement to clarify that certain stockholders who have agreed to vote all of their shares of EIP capital stock in favor of the merger will also not have their shares registered on the Form S-4.

Response: The Company acknowledges the Staff’s comment and respectfully notes for clarification that all equity holders of EIP that are issued shares of the Company’s common stock pursuant to the Merger will have their shares registered on the Registration Statement on Form S-4, with the only caveat that certain holders that are affiliates and/or parties to lock-up agreements will not have shares that are freely tradable. The Company revised the disclosure beginning on page 123 of Amendment No. 1 to clarify.

The Merger

Opinion of Diffusion’s Financial Advisor, page 123

			7.

			Comment: We note disclosure on page 124 that, in connection with Canaccord Genuity’s review of the Merger and developing of its opinion, it reviewed certain information, “among other things.” Please revise to include all material information reviewed by Canaccord Genuity.

Response: We have been advised by Canaccord Genuity that the disclosure on page 124 includes all material information that Canaccord Genuity reviewed in developing its fairness opinion. In connection therewith, the Company acknowledges the Staff’s comment and has revised the disclosure on page 125 of Amendment No. 1 to delete “among other things”.

Summary of Financial Analyses, page 125

Ms. Suzanne Hayes

Mr. Dillon Haigus

June 22, 2023

Page 4

			8.

			Comment: Please revise the discussions of the “Diffusion Selected Reverse Mergers Analysis,” “EIP Selected Public Companies Analysis,” and “EIP Selected Initial Public Offering Precedent Analysis” to describe the factors CG used in determining they were “relevant to consider,” including classifications of industry sector(s) and key product development stage(s) used. To the extent CG determined that they shared “similar business characteristics,” describe these characteristics and any other factors that warranted inclusion in the analyses. To the extent there were other companies or transactions that met the selection criteria that were not included in the analyses, please disclose this information and explain why they were excluded from the analyses.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 127, 128 and 129 of Amendment No. 1, including the disclosure of any companies or transactions that met the selection criteria that were not included in the analyses, if applicable.

			9.

			Comment: Please explain the statement, “[b]ased on its analysis and other considerations that CG deemed relevant in its experience and professional judgement, CG derived a range of implied total enterprise values for Diffusion based on the first quartile and third quartile enterprise values of the companies in the selected reverse mergers of ($15.8) million and $2.6 million, respectively.” Please explain what other considerations CG deemed relevant and how they impacted CG’s analysis.

Response: The statement referenced in the Staff’s comment is intended to explain how Canaccord Genuity derived a range of implied total enterprise values for Diffusion using the first quartile and third quartile implied total enterprise values of the companies in the selected reverse mergers, which first and third quartiles were selected based on Canaccord Genuity’s experience and professional judgment. Please refer to the Company’s revised disclosure on pages 127, 128 and 129 of Amendment No. 1.

			10.

			Comment: For each of the analysis presented, please disclose the values calculated for each company or transaction and clarify what value(s) were used to calculate the implied value for Diffusion post-merger. For example, did CG use the mean, median, high or low value from the calculations of the comparable companies/transactions?

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 127, 128 and 129 of Amendment No. 1. We respectfully note that, as indicated in the prior response and the disclosure on pages 127, 128 and 129 of the Registration Statement, Canaccord Genuity used the first and third quartile implied total enterprise values derived from the “Diffusion Selected Reverse Mergers Analysis,” “EIP Selected Public Companies Analysis,” and “EIP Selected Initial Public Offering Precedent Analysis” to calculate the implied total enterprise value range for Diffusion.

Ms. Suzanne Hayes

Mr. Dillon Haigus

June 22, 2023

Page 5

Certain Unaudited Long-Range Financial Projections of EIP, page 131

			11.

			Comment: Please revise to:

			●

			explain why you chose to use a 14-year time period for the Financial Projections;

			●

			explain how you arrived at the probability of regulatory approval for neflamapimod;

			●

			disclose the date you assumed that neflamapimod will be granted regulatory approval;

			●

			discuss whether the Financial Projections factored in the possibility of FDA approval of new competitive products.

Additionally, confirm that all information that Canaccord Genuity considered in reaching its fairness determination, including any of these assumptions, is disclosed in this filing, or revise the filing accordingly.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 133 of Amendment No. 1.

Diffusion Business, page 177

			12.

			Comment: Please clarify that the combined company’s business following the merger will not include continuing to develop TSC.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 178 of Amendment No. 1.

TSC’s Demonstrated Clinical Safety Profile, page 178

			13.

			Comment: Please revise this heading and paragraph to remove any implication that TSC, which has not been approved by the FDA, is safe or effective. Safety and efficacy determinations are in the exclusive purview of the FDA or other comparable foreign regulators. In this regard, please similarly revise your disclosures on this page that “TSC has been observed to be safe” and that your clinical trials have demonstrated “TSC’s safety and effects on oxygenation[.]”.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 179 of Amendment No. 1.

EIP Business

Overview, page 196

			14.

			Comment: We note the pipeline table on page 197. Please define the term “WW.”.

Ms. Suzanne Hayes

Mr. Dillon Haigus

June 22, 2023

Page 6

Response: The Company acknowledges the Staff’s comment and has revised the table on page 198 of Amendment No. 1 to reflect that “WW” refers to “Worldwide.”

			15.

			Comment: Please include a description of the Vertex agreement, including amounts paid to date, aggregate potential development milestone payment obligations, aggregate potential sales milestone payment obligations, the royalty percentage (or a range no greater than 10 points), minimum annual expenditures, diligence requirements and when your royalty obligation expires.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 215 of Amendment No. 1 and included a cross-reference on page 198 of Amendment No. 1.

Our Strengths, page 198

			16.

			Comment: Given your phase 2b trial of neflamapimod is still ongoing, your disclosure that “approval for neflamapimod could be obtained with the conduct of a single 24-week treatment duration Phase 3 study involving a few hundred subjects, that would have to simply replicate the results of the planned Phase 2b trial” is speculative. Moreover, it does not align with your risk factor disclosure on page 73 that there has never been an approval of a drug in DLB which “could result in a longer than expected regulatory review process[.]” Please revise.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 199 of Amendment No. 1, deleting the phrase, “that would have to simply replicate the results of the planned Phase 2b trial,” clarifying that there is a significant difference between placebo and neflamapimod treatment and adding qualifying language, including that “there can be no assurances,” with a cross-reference to the applicable risk factors. As revised, the Company believes that the disclosure is appropriately caveated. Specifically, the Company has been advised by EIP that EIP has had discussions with the FDA in which the FDA, in written comments, indicated that a single 24-week treatment duration phase 3 trial would be sufficient for approval. The Company believes that the disclosure aligns with the risk factor language via the phrase “pending confirmation in an end-of-Phase 2 meeting with the FDA that we plan to have after Phase 2b.” While the Company respectfully acknowledges the risk that approval for neflamapimod could take longer, the statement in the disclosure acknowledges that it will only hold true when confirmed in the end-of-Phase 2 meeting with the FDA with the Phase 2b clinical trial result.

Efficacy Results in Phase 2a Trial of Neflamapimod in DLB, page 203

			17.

			Comment: Please expand your discussion to explain how to interpret p-values.

Ms. Suzanne Hayes

Mr. Dillon Haigus

June 22, 2023

Page 7

Response: The Company acknowledges the Staff’s comment and has added disclosure on page 203 of Amendment No. 1.

Planned Phase 2b Clinical Study in DLB, page 209

			18.

			Comment: We note disclosure on page 210 that EIP was awarded a $21 million grant from the National Institutes of Health’s National Institute on Aging in January 2023 that is estimated to fully fund development costs associated with the planned Phase 2b trial. We also note disclosure on page 66 that these funds will be disbursed over the course of the trial as costs are incurred and that the grant is “subject to certain conditions for funding in subsequent years.” Please disclose what portion of these funds have been disbursed and any material conditions for future funding. If there is a written agreement underlying this grant, please file the agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S‐K.

Response: The Company acknowledges the Staff’s comment and has added disclosure on p

United States securities and exchange commission logo
June 9, 2023
Robert Cobuzzi, Jr., Ph.D.
President and Chief Executive Officer
Diffusion Pharmaceuticals Inc.
300 East Main Street, Suite 201
Charlottesville, Virginia 22902
Re:Diffusion Pharmaceuticals Inc.
Registration Statement on Form S-4
Filed May 11, 2023
File No. 333-271823
Dear Robert Cobuzzi:
            We have reviewed your registration statement 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 this letter by amending your registration statement and providing the
requested information.  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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Questions and Answers About Diffusion's Special Stockholder Meeting And The Merger
What is the Merger, page 12
1.Please briefly discuss Diffusion's $12.0 million net cash Merger closing condition and the
potential impact of this condition on the merger.  Additionally, given the Exchange Ratio
is subject to adjustment based on Diffusion's net cash at the time of the Merger's closing,
please disclose Diffusion's current amount of net cash, as calculated pursuant to the terms
of the Merger Agreement.

 FirstName LastNameRobert Cobuzzi, Jr., Ph.D.
 Comapany NameDiffusion Pharmaceuticals Inc.
 June 9, 2023 Page 2
 FirstName LastName
Robert Cobuzzi, Jr., Ph.D.
Diffusion Pharmaceuticals Inc.
June 9, 2023
Page 2
As a holder of Diffusion Common Stock, what happens if I do not return a proxy card or
otherwise provide proxy instructions, as applicable?, page 17
2.Please revise to explain what happens if shareholders of Diffusion Common Stock do not
return their proxy card.  As currently drafted, this Q&A only explains what happens
if shareholders return a signed proxy card without marking any selections or do not give
instruction to their brokers.
Risk Factors
Risks Related to Diffusion, page 47
3.Please include a risk factor addressing any material risks associated with the pending legal
proceeding by Paul Feller, the former Chief Executive Officer of Diffusion’s legal
predecessor, which you mention on page 195.  Alternatively, tell us why you believe risk
factor disclosure is not required.
Background of the Merger, page 106
4.Please revise to more specifically describe the criteria proposed to assess potential
counterparties.  For example, if you were looking for parties with a candidate that had
achieved a specific stage of development, what stage was that?  What were you looking
for with respect to the depth of the pipeline table?  Additionally, please discuss whether
the criteria and/or the prioritization of the criteria changed over time.  We note that the
counterparty's willingness to commit to continuing to develop TSC following the
consummation of the transaction is included in the list of criteria, but we also note your
statement on page 21 that you will continue to look for opportunities to sell or out-license
TSC in newly diagnosed GMB patients.  Please clarify when it was determined that the
combined company would not continue to develop TSC.
5.Please clarify how you narrowed the 16 companies that submitted non-binding indications
of interest between November 14, 2022 and November 18, 2022 to the five companies
that Diffusion's board of directors, members of management, representatives of CG and
Dechert identified on November 21, 2022.  To the extent that you used the Criteria to
eliminate the other nine, please explain how the Criteria was used in the selection process.
EIP Reasons for the Merger, page 122
6.Please expand the bullet point indicating that the shares of Diffusion Common Stock
issued to EIP equity holders will be registered on a Form S-4 registration statement to
clarify that certain stockholders who have agreed to vote all of their shares of EIP capital
stock in favor of the merger will also not have their shares registered on the Form S-4.

 FirstName LastNameRobert Cobuzzi, Jr., Ph.D.
 Comapany NameDiffusion Pharmaceuticals Inc.
 June 9, 2023 Page 3
 FirstName LastName
Robert Cobuzzi, Jr., Ph.D.
Diffusion Pharmaceuticals Inc.
June 9, 2023
Page 3
The Merger
Opinion of Diffusion's Financial Advisor, page 123
7.We note disclosure on page 124 that, in connection with Canaccord Genuity's review of
the Merger and developing of its opinion, it reviewed certain information, "among other
things."  Please revise to include all material information reviewed by Canaccord
Genuity.
Summary of Financial Analyses, page 125
8.Please revise the discussions of the "Diffusion Selected Reverse Mergers Analysis," "EIP
Selected Public Companies Analysis," and "EIP Selected Initial Public Offering Precedent
Analysis" to describe the factors CG used in determining they were "relevant to consider,"
including classifications of industry sector(s) and key product development stage(s) used.
To the extent CG determined that they shared "similar business characteristics," describe
these characteristics and any other factors that warranted inclusion in the analyses.  To the
extent there were other companies or transactions that met the selection criteria that were
not included in the analyses, please disclose this information and explain why they were
excluded from the analyses.
9.Please explain the statement, "[b]ased on its analysis and other considerations that CG
deemed relevant in its experience and professional judgement, CG derived a range of
implied total enterprise values for Diffusion based on the first quartile and third quartile
enterprise values of the companies in the selected reverse mergers of ($15.8) million and
$2.6 million, respectively."  Please explain what other considerations CG deemed relevant
and how they impacted CG's analysis.
10.For each of the analysis presented, please disclose the values calculated for each company
or transaction and clarify what value(s) were used to calculate the implied value for
Diffusion post-merger.  For example, did CG use the mean, median, high or low value
from the calculations of the comparable companies/transactions?
Certain Unaudited Long-Range Financial Projections of EIP, page 131
11.Please revise to:
•explain why you chose to use a 14-year time period for the Financial Projections;
•explain how you arrived at the probability of regulatory approval for neflamapimod;
•disclose the date you assumed that neflamapimod will be granted regulatory
approval;
•discuss whether the Financial Projections factored in the possibility of FDA approval
of new competitive products.
Additionally, confirm that all information that Canaccord Genuity considered in reaching
its fairness determination, including any of these assumptions, is disclosed in this filing, or
revise the filing accordingly.

 FirstName LastNameRobert Cobuzzi, Jr., Ph.D.
 Comapany NameDiffusion Pharmaceuticals Inc.
 June 9, 2023 Page 4
 FirstName LastName
Robert Cobuzzi, Jr., Ph.D.
Diffusion Pharmaceuticals Inc.
June 9, 2023
Page 4
Diffusion Business, page 177
12.Please clarify that the combined company's business following the merger will not include
continuing to develop TSC.
TSC's Demonstrated Clinical Safety Profile, page 178
13.Please revise this heading and paragraph to remove any implication that TSC, which has
not been approved by the FDA, is safe or effective.  Safety and efficacy determinations
are in the exclusive purview of the FDA or other comparable foreign regulators.  In this
regard, please similarly revise your disclosures on this page that "TSC has been observed
to be safe" and that your clinical trials have demonstrated "TSC's safety and effects on
oxygenation[.]"
EIP Business
Overview, page 196
14.We note the pipeline table on page 197.  Please define the term "WW."
15.Please include a description of the Vertex agreement, including amounts paid to date,
aggregate potential development milestone payment obligations, aggregate potential sales
milestone payment obligations, the royalty percentage (or a range no greater than 10
points), minimum annual expenditures, diligence requirements and when your royalty
obligation expires.
Our Strengths, page 198
16.Given your phase 2b trial of neflamapimod is still ongoing, your disclosure that "approval
for neflamapimod could be obtained with the conduct of a single 24-week treatment
duration Phase 3 study involving a few hundred subjects, that would have to simply
replicate the results of the planned Phase 2b trial" is speculative.  Moreover, it does not
align with your risk factor disclosure on page 73 that there has never been an approval of a
drug in DLB which "could result in a longer than expected regulatory review process[.]"
Please revise.
Efficacy Results in Phase 2a Trial of Neflamapimod in DLB, page 203
17.Please expand your discussion to explain how to interpret p-values.
Planned Phase 2b Clinical Study in DLB, page 209
18.We note disclosure on page 210 that EIP was awarded a $21 million grant from the
National Institutes of Health’s National Institute on Aging in January 2023 that is
estimated to fully fund development costs associated with the planned Phase 2b trial.  We
also note disclosure on page 66 that these funds will be disbursed over the course of the
trial as costs are incurred and that the grant is "subject to certain conditions for funding in

 FirstName LastNameRobert Cobuzzi, Jr., Ph.D.
 Comapany NameDiffusion Pharmaceuticals Inc.
 June 9, 2023 Page 5
 FirstName LastName
Robert Cobuzzi, Jr., Ph.D.
Diffusion Pharmaceuticals Inc.
June 9, 2023
Page 5
subsequent years."  Please disclose what portion of these funds have been disbursed and
any material conditions for future funding.  If there is a written agreement underlying this
grant, please file the agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-
K.
Principal Stockholders of EIP, page 293
19.Please identify in a footnote to the table all natural persons who have voting and/or
investment power over the shares held by AI New Holdings 12 LLC.  Please make
a corresponding revision to the footnote to the Principal Stockholders of the Combined
Company table on page 296, as appropriate.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Gary Newberry at 202-551-3761 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Dillon Hagius at 202-551-7967 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John Alessi

CORRESP
1
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	dffn20221201_corresp.htm

December 1, 2022

VIA EDGAR

Michael Killoy

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:

			Diffusion Pharmaceuticals Inc.

			Revised Preliminary Proxy Statement on Schedule 14A

			Filed November 28, 2022

			File No. 001-37942

Dear Mr. Killoy:

This letter is in response to the comments of the staff of the United States Securities and Exchange Commission (the “Staff”) contained in your letter dated November 30, 2022, regarding the revised preliminary proxy statement on Schedule 14A (the “Preliminary Proxy Statement”), which was filed by Diffusion Pharmaceutical Inc. (the “Company”) with the United States Securities and Exchange Commission (the “Commission”) on November 28, 2022.

For your convenience, the Staff’s comments are summarized below and each comment is followed by the Company’s response, which includes references to the changes the Company will reflect in an amended Preliminary Proxy Statement to be filed with the Commission in response to such comments. Unless otherwise indicated, all page references are to page numbers in the Preliminary Proxy Statement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Preliminary Proxy Statement.

Preliminary Proxy Statement on Schedule 14A

Proxy Card, page 40

			1.

			Comment: We note that you have added a “FOR ALL” option on the form of proxy card for the Company’s nominees. Rule 14a-19(f) permits a “FOR ALL” option for a group of nominees provided there is a similar means for the security holder to withhold authority vote for such group of nominees. Accordingly, please revise to include a “WITHHOLD ALL” option for the Company’s nominees.

			Response: The Company acknowledges the Staff’s comment and will revise the form of proxy to include a “WITHHOLD ALL COMPANY NOMINEES” option.

			2.

			Comment: Please revise to label the “FOR ALL” and the “WITHHOLD ALL” options as relating to the Company’s nominees.

			Response: The Company acknowledges the Staff’s comment and will revise the form of proxy to include options “FOR ALL COMPANY NOMINEES” and “WITHHOLD ALL COMPANY NOMINEES.”

* * * * *

If you have any questions regarding the responses to the comments of the Staff, or require additional information, please contact me by phone at (212) 698-3616.

Sincerely,

/s/ David S. Rosenthal

David S. Rosenthal

			cc:

			Christina Chalk, Senior Special Counsel

			William Elder (Diffusion Pharmaceuticals Inc.)

			John E. Alessi (Dechert LLP)

United States securities and exchange commission logo
November 30, 2022
Andrew Freedman
Partner
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019
Re:Diffusion Pharmaceuticals, Inc.
Preliminary Proxy Statement on Schedule 14A filed by LifeSci Special
Opportunities Master Fund Ltd., et al.
Filed November 22, 2022
File No. 001-37942
Dear Andrew Freedman:
            We have reviewed your filing 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 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.
All defined terms have the same meaning as in your proxy statement.
Preliminary Proxy Statement on Schedule 14A
Letter to Stockholders, page ii
1.Since shareholders may vote for the nominees of either soliciting party on either proxy
card, revise to explain what you mean by the following statement:  "We believe that
voting on the BLUE universal proxy card provides the best opportunity for stockholders
to elect all of LifeSci’s nominees and achieve the best Board composition overall."
We Believe Our Nominees are the Right Individuals to Help Maximize Value for Diffusion
Stockholders, page 16
2.There appear to be words missing the first sentence of this section on page 16.  Please
revise.

 FirstName LastNameAndrew Freedman
 Comapany NameOlshan Frome Wolosky LLP
 November 30, 2022 Page 2
 FirstName LastNameAndrew Freedman
Olshan Frome Wolosky LLP
November 30, 2022
Page 2
Stockholder Proposals, page 33
3.Include the disclosure required by Rule 14a-5(e)(4) regarding the deadline to provide
notice of solicitation of proxies pursuant to Rule 14a-19 for Diffusion's next annual
meeting.
General
4.Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis must exist for such opinion or belief.  Support for any
such opinions or beliefs should be self-evident, disclosed in the soliciting materials or
otherwise provided to the staff on a supplemental basis with a view toward
disclosure.  Some examples of opinions presented as fact that should be recharacterized
and/or supported include the following:

•"Although Diffusion has spent over a decade attempting to develop its lead asset....it
has yet to accomplish any sort of meaningful operational milestones other than the
seemingly wasteful spending of immense cash resources...." (pg. 10)
•"We believe that the Company's operational efforts to develop TSC have failed to
accomplish anything other than a catastrophic erosion of Diffusion's cash balances
and stockholder value." (pg. 15)
•"It is clear to Us that the Company Has Failed to Generate any Meaningful Value
from TSC Since Going Public and Cannot Be Trusted to Lead the Company Going
Forward." (pg. 15)
•"The points below are a non-comprehensive list of what appear to us to be
operational missteps, poor capital allocation decisions and other actions generally not
in the best interest of stockholders:" (pg. 15).
5.In your response letter, explain why LifeSci Capital LLC has not been included as a
participant in this solicitation.  See Instructions 3(a) to Items 4 and 5 of Schedule 14A.
We note the disclosure in the Background section stating that Mr. Dobkin is a Managing
Director of LifeSci Capital and it has, on behalf of unnamed clients, made an offer to
acquire the Company.
6.See our last comment above.  Whether or not it is a participant in this solicitation, LifeSci
Capital is an affiliate of existing participants in this solicitation, including Mr. Dobkin,
who is its Managing Director.  According to disclosure in the proxy statement, it acted as
an investment bank and presented an offer to acquire the Company on behalf of its client.
In addition, it appears that LifeSci Capital also sought to engage with the Company on
behalf of additional clients with respect to other kinds of strategic alternatives involving
Diffusion.  Therefore, please provide the information required by Item 5 of Schedule 14A
regarding interests in the Company.  For example, if participants in this solicitation, by
virtue of their interest in or affiliation with LifeSci Capital, stand to gain through a
transaction between clients of LifeSci and Diffusion, this interest should be described (and
quantified, to the extent possible) in the proxy statement.

 FirstName LastNameAndrew Freedman
 Comapany NameOlshan Frome Wolosky LLP
 November 30, 2022 Page 3
 FirstName LastName
Andrew Freedman
Olshan Frome Wolosky LLP
November 30, 2022
Page 3
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Michael Killoy at 202-551-7576 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

CORRESP
1
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	dffn20221128_corresp.htm

November 28, 2022

VIA EDGAR

Michael Killoy

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:
			Diffusion Pharmaceuticals Inc.

			PREC14A

			Filed November 18, 2022

			File No. 001-37942

Dear Mr. Killoy:

This letter is in response to the comments of the staff of the United States Securities and Exchange Commission (the “Staff”) contained in your letter dated November 22, 2022, regarding the preliminary proxy statement on Schedule 14A (the “Preliminary Proxy Statement”), which was filed by Diffusion Pharmaceutical Inc. (the “Company”) with the United States Securities and Exchange Commission (the “Commission”) on November 18, 2022.

For your convenience, the Staff’s comments are summarized below and each comment is followed by the Company’s response, which includes references to the changes the Company will reflect in an amended Preliminary Proxy Statement to be filed with the Commission (“Amendment No. 1”) in response to such comments. Unless otherwise indicated, all page references are to page numbers in the Preliminary Proxy Statement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Preliminary Proxy Statement.

Preliminary Proxy Statement on Schedule 14A

Cover Page

			1.

			Comment: We note the statement at the bottom of the cover page of the proxy statement, to the effect that shareholders can consent to electronic delivery of proxy materials on the proxy card. However, we are unable to locate the referenced instructions on the form of proxy. Please advise or revise.

			Response: The Company acknowledges the Staff’s comment and will revise the cover page of the proxy statement to delete the following sentence:

			●

			“You can help us make a difference by eliminating paper proxy mailings. With your consent, we will provide all future proxy materials electronically. Instructions for consenting to electronic delivery can be found on your proxy card. Your consent to receive stockholder materials electronically will remain in effect until canceled.”

Mr. Michael Killoy

November 28, 2022

Page 2

General Information About the Annual Meeting and Voting

How will my shares be voted?, page 5

			2.

			Comment: We note your statement on the proxy card that "if you mark a vote 'FOR' with respect to fewer than six nominees, your shares will be voted 'FOR' those nominees as you instructed and any remaining votes will be allocated to the Company's nominees for director in the proxyholders' discretion." We also note the disclosure on page 6 of the proxy statement that states if an undervote occurs "your shares will only be voted 'FOR' those nominees you have so marked and any remaining votes on Proposal No.1 shall not be voted and will have the same effect as a vote to 'WITHOLD' for the other nominees." These statements are inconsistent. Please clarify. To the extent that you seek to use your discretion to allocate votes to the Company's nominees, describe with reasonable specificity how you will exercise your discretion in determining how to allocate those votes.

			Response: The Company advises the Staff that if a stockholder undervote occurs the shares will only be voted 'FOR' those nominees the stockholder has so marked and any remaining votes will not be voted and will have the same effect as a vote to 'WITHOLD' for the other nominees.

			The Company will revise the form of proxy to delete the following language:

			●

			"If you mark a vote 'FOR' with respect to fewer than six nominees, your shares will be voted 'FOR' those nominees as you instructed and any remaining votes will be allocated to the Company's nominees for director in the proxyholders' discretion."

			In addition, the Company will add an instruction to the form of proxy in place of the foregoing as follows:

			●

			“If you mark a vote 'FOR' with respect to at least one but fewer than six nominees, your shares will only be voted 'FOR' those nominees. Any remaining votes will not be voted and will have the same effect as a vote to 'WITHOLD' for all other nominees. However, if you do not specify how you want to vote any of your shares (i.e., you do not mark a vote ‘FOR’ or to ‘WITHOLD’ with respect to any nominees), the proxies will vote their shares ‘FOR’ the Board’s six nominees for director, in accordance with the Board’s recommendation.”

			The Company will also the delete the following sentence, which is on page 5 of the Preliminary Proxy Statement:

			●

			“If you are a registered holder and you send in your WHITE proxy card or use Internet or telephone voting as instructed on your WHITE proxy card, but do not specify how you want to vote your shares, the proxies will vote their shares ‘FOR’ the Board’s six nominees for director, in accordance with the Board’s recommendations. To the extent a registered holder votes ‘FOR’ with respect to fewer than six nominees on Proposal No. 1, his or her shares will be voted ‘FOR’ those nominees he or she has marked and any remaining votes on Proposal No. 1 will be allocated to the Company’s nominees for director in the proxyholders’ discretion.”

Mr. Michael Killoy

November 28, 2022

Page 3

			In addition, the Company will amend the Preliminary Proxy Statement to add the following sentence in place of the deleted sentence:

			●

			“To the extent a registered stockholder votes ‘FOR’ with respect to at least one but fewer than six nominees on Proposal No. 1, his or her shares will only be voted ‘FOR’ those nominees he or she has marked. Any remaining votes on Proposal No. 1 shall not be voted and will have the same effect as a vote to 'WITHHOLD' for all other nominees. However, if he or she does not specify how to vote any shares (i.e., he or she does not mark a vote ‘FOR’ or to ‘WITHOLD’ with respect to any nominees), the proxies will vote their shares ‘FOR’ the Board’s six nominees for director, in accordance with the Board’s recommendation.”

			The Company will also the delete the following sentences, which are on page 6 of the Preliminary Proxy Statement:

			●

			"To the extent an undervote (i.e., voting ‘FOR’ with respect to fewer than six nominees on Proposal 1) occurs on a record holder’s WHITE universal proxy card, your shares will only be voted ‘FOR’ those nominees you have so marked and any remaining votes on Proposal No. 1 shall not be voted and will have the same effect as a vote to ‘WITHHOLD’ for the other nominees.

			If you are a registered holder and you send in your WHITE proxy card or use Internet or telephone voting as instructed on your WHITE proxy card, but do not specify how you want to vote your shares, the proxies will vote their shares 'FOR' the Board’s six nominees for director, in accordance with the Board’s recommendations. To the extent a registered stockholder votes 'FOR' with respect to fewer than six nominees on Proposal No. 1, his or her shares will be voted 'FOR' those nominees he or she has marked and any remaining votes on Proposal No. 1 will be allocated to the Company's nominees for director in the proxyholders' discretion."

			In addition, the Company will amend the Preliminary Proxy Statement to add the following sentences in place of the foregoing:

			●

			"To the extent a registered stockholder votes ‘FOR’ or to ‘WITHHOLD’ with respect to at least one but fewer than six nominees on Proposal No. 1, his or her shares will only be voted ‘FOR’ those nominees he or she has marked. Any remaining votes on Proposal No. 1 will not be voted and will have the same effect as a vote to ‘WITHHOLD’ for all other nominees.

Mr. Michael Killoy

November 28, 2022

Page 4

			However, if you are a registered stockholder and you send in your WHITE proxy card or use Internet or telephone voting as instructed on your WHITE proxy card, but do not specify how you want to vote any of your shares (i.e., you do not vote ‘FOR’ or to ‘WITHOLD’ with respect to any nominees), the proxies will vote their shares ‘FOR’ the Board’s six nominees for director, in accordance with the Board’s recommendation."

Additional Information Regarding Proposal 1 Voting, page 8

			3.

			Comment: We note the statement that the "only way to support your Board's nominees is to vote 'FOR ALL' your Board's nominees on the WHITE proxy card." However, we note your card does not have a "FOR ALL" option as permitted under Rule 14a-19(f). Please revise the disclosure accordingly.

			Response: The Company acknowledges the Staff’s comment and will revise the form of proxy to add a "FOR ALL" option.

			In addition, the Company will the delete the following sentence, which is on page 8 of the Preliminary Proxy Statement:

			“The only way to support your Board's nominees is to vote 'FOR ALL' your Board's nominees on the WHITE proxy card.”

			The Company will also amend the Preliminary Proxy Statement to add the following sentence in place of the foregoing:

			“The only way to support your Board’s nominees is to vote ‘FOR’ all of your Board’s nominees, which registered stockholders can do by marking the ‘FOR ALL’ box on the WHITE proxy card.”

Stockholder Proposals for 2023 Annual Meeting and Director Nominations, page 3

			4.

			Comment: Include the disclosure required by Rule 14a-5(e)(4) regarding the deadline to provide notice of solicitation of proxies pursuant to Rule 14a-19 for Diffusion's next annual meeting.

			Response: The Company acknowledges the Staff’s comment and will amend the Preliminary Proxy Statement to add the following disclosure to the section "OTHER MATTERS—Stockholder Proposals for 2023 Annual Meeting and Director Nominations" on page 39:

			●

			"In addition to satisfying the requirements under our Bylaws with respect to advance notice of any nomination, any stockholder that intends to solicit proxies in support of director nominees other than the Company’s director nominees in accordance with Rule 14a-19 must provide notice so that the Corporate Secretary of the Company receives it no later than the date which is 90 days prior to the one year anniversary of this Proxy Statement and no earlier than the date which is 120 days prior to the one year anniversary of this Proxy Statement, subject to certain exceptions described in our Bylaws."

Mr. Michael Killoy

November 28, 2022

Page 5

Proxy Card, page 40

			5.

			Comment: Please revise to identify the dissident nominee as John Ziegler MD as disclosed in the dissident's DFAN14A filed on November 17, 2022. See Rule 14a-19(e)(1).

			Response: The Company acknowledges the Staff’s comment and will identify the dissident nominee as John Ziegler MD in the form of proxy.

			6.

			Comment: See our comment above. We note your disclosure here that "If you mark a vote 'FOR' with respect to fewer than six nominees, your shares will be voted by the named proxies as you instructed with respect to those nominees." However, on Proposal 1, you state that "if you mark a vote 'FOR' with respect to fewer than six nominees, your shares will be voted 'FOR' those nominees as you instructed and any remaining votes will be allocated to the Company's nominees for director in the proxyholders' discretion." Please revise to clarify these inconsistent statements and to describe how under votes will be allocated. Your revised disclosure should clarify that the Company will not exercise discretion where a stockholder marks "WITHHOLD" for nominees, even if that stockholder votes "FOR" fewer than six nominees.

			Response: The Company will revise the form of proxy to delete the following language:

			●

			"If you mark a vote 'FOR' with respect to fewer than six nominees, your shares will be voted 'FOR' those nominees as you instructed and any remaining votes will be allocated to the Company's nominees for director in the proxyholders' discretion."

			In addition, the Company will add an instruction to the form of proxy as follows:

			●

			"If you mark a vote 'FOR' with respect to at least one but fewer than six nominees, your shares will only be voted 'FOR' those nominees. Any remaining votes will not be voted and will have the same effect as a vote to 'WITHOLD' for all other nominees. However, if you do not specify how you want to vote any of your shares (i.e., you do not mark a vote ‘FOR’ or to ‘WITHOLD’ with respect to any nominees), the proxies will vote their shares ‘FOR’ the Board’s six nominees for director, in accordance with the Board’s recommendation."

* * * * *

Mr. Michael Killoy

November 28, 2022

Page 6

If you have any questions regarding the responses to the comments of the Staff, or require additional information, please contact me by phone at (212) 698-3616.

Sincerely,

/s/ David S. Rosenthal

David S. Rosenthal

			cc:
			Christina Chalk, Senior Special Counsel

			William Elder (Diffusion Pharmaceuticals Inc.)

			John E. Alessi (Dechert LLP)

United States securities and exchange commission logo
November 22, 2022
David Rosenthal
Partner
Dechert LLP
3 Bryant Park
1095 Avenue of the Americas
New York, NY 10036-6797
Re:Diffusion Pharmaceuticals Inc.
PREC14A
Filed November 18, 2022
File No. 001-37942
Dear David Rosenthal:
            We have reviewed your filing 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 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.
All defined terms have the same meaning as in your proxy statement.
Preliminary Proxy Statement on Schedule 14A
Cover Page
1.We note the statement at the bottom of the cover page of the proxy statement, to the effect
that shareholders can consent to electronic delivery of proxy materials on the proxy card.
However, we are unable to locate the referenced instructions on the form of proxy.  Please
advise or revise.
General Information About the Annual Meeting and Voting
How will my shares be voted?, page 5
2.We note your statement on the proxy card that "if you mark a vote 'FOR' with respect to
fewer than six nominees, your shares will be voted 'FOR' those nominees as you
instructed and any remaining votes will be allocated to the Company's nominees for

 FirstName LastNameDavid Rosenthal
 Comapany NameDechert LLP
 November 22, 2022 Page 2
 FirstName LastNameDavid Rosenthal
Dechert LLP
November 22, 2022
Page 2
director in the proxyholders' discretion." We also note the disclosure on page 6 of the
proxy statement that states if an undervote occurs "your shares will only be voted 'FOR'
those nominees you have so marked and any remaining votes on Proposal No.1 shall not
be voted and will have the same effect as a vote to 'WITHOLD' for the other nominees."
These statements are inconsistent.  Please clarify.  To the extent that you seek to use your
discretion to allocate votes to the Company's nominees, describe with reasonable
specificity how you will exercise your discretion in determining how to allocate those
votes.
Additional Information Regarding Proposal 1 Voting, page 8
3.We note the statement that the "only way to support your Board's nominees is to vote
'FOR ALL' your Board's nominees on the WHITE proxy card."  However, we note your
card does not have a "FOR ALL" option as permitted under Rule 14a-19(f).  Please revise
the disclosure accordingly.
Stockholder Proposals for 2023 Annual Meeting and Director Nominations, page 39
4.Include the disclosure required by Rule 14a-5(e)(4) regarding the deadline to provide
notice of solicitation of proxies pursuant to Rule 14a-19 for Diffusion's next annual
meeting.
Proxy Card, page 40
5.Please revise to identify the dissident nominee as John Ziegler MD as disclosed in the
dissident's DFAN14A filed on November 17, 2022.  See Rule 14a-19(e)(1).
6.See our comment above. We note your disclosure here that "If you mark a vote 'FOR' with
respect to fewer than six nominees, your shares will be voted by the named proxies as you
instructed with respect to those nominees."  However, on Proposal 1, you state that "if you
mark a vote 'FOR' with respect to fewer than six nominees, your shares will be voted
'FOR' those nominees as you instructed and any remaining votes will be allocated to the
Company's nominees for director in the proxyholders' discretion."  Please revise to clarify
these inconsistent statements and to describe how under votes will be allocated. Your
revised disclosure should clarify that the Company will not exercise discretion where a
shareholder marks "WITHHOLD" for nominees, even if that shareholder votes "FOR"
fewer than six nominees.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 FirstName LastNameDavid Rosenthal
 Comapany NameDechert LLP
 November 22, 2022 Page 3
 FirstName LastName
David Rosenthal
Dechert LLP
November 22, 2022
Page 3
            Please direct any questions to Michael Killoy at 202-551-7576 or Christina Chalk at 202-
551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

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DIFFUSION PHARMACEUTICALS INC.

1317 Carlton Avenue, Suite 200

Charlottesville, Virginia 22902

September 30, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

			Re:

			Diffusion Pharmaceuticals, Inc.

			Registration Statement on Form S-3 (File No. 333-249057).

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Diffusion Pharmaceuticals Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Registration Statement be accelerated so that it will become effective as of 3:00 p.m. Eastern Time on October 2, 2020, or as soon thereafter as practicable.

We request that we be notified of such effectiveness by a telephone call to David S. Rosenthal of Dechert LLP at (212) 698-3616 or the Company’s General Counsel, William Elder, at (484) 429-1899, and that such effectiveness also be confirmed in writing. Thank you for your cooperation and attention to this matter.

			Very truly yours,

			DIFFUSION PHARMACEUTICALS INC.

			Signature:

			/s/ Robert J. Cobuzzi, Jr., Ph.D.

			  Name:

			Robert J. Cobuzzi, Jr., Ph.D.

			Title:

			President & Chief Executive Officer

			cc:

			William Hornung, Diffusion Pharmaceuticals Inc.

			William Elder, Diffusion Pharmaceuticals Inc.

			David S. Rosenthal, Dechert LLP

			Ada Sarmento, United States Securities and Exchange Commission

United States securities and exchange commission logo
September 29, 2020
Robert J. Cobuzzi, Jr.
Chief Executive Officer
Diffusion Pharmaceuticals Inc.
1317 Carlton Avenue
Suite 200
Charlottesville, VA 22902
Re:Diffusion Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed September 25, 2020
File No. 333-249057
Dear Dr. Cobuzzi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David S. Rosenthal, Esq.

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June 3, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

			RE:

			Diffusion Pharmaceuticals Inc.

			Registration Statement on Form S-1

			File No. 333-238818

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Diffusion Pharmaceuticals Inc. (the “Registrant”) hereby respectfully requests, subject to telephone confirmation, that the effectiveness of the above-captioned Registration Statement be accelerated so that it will become effective as of 3:00 p.m. EST on June 5, 2020, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes each of David Rosenthal and Curtis Weber of Dechert LLP, counsel to the Registrant, to make such request on its behalf.

			Very truly yours,

			DIFFUSION PHARMACEUTICALS INC.

			/s/ David G. Kalergis

			David G. Kalergis

			Chief Executive Officer

United States securities and exchange commission logo
June 2, 2020
David G. Kalergis
Chief Executive Officer
Diffusion Pharmaceuticals Inc.
1317 Carlton Avenue, Suite 200
Charlottesville, VA 22902
Re:Diffusion Pharmaceuticals Inc.
Registration Statement on Form S-1
Filed May 29, 2020
File No. 333-238818
Dear Mr. Kalergis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David S. Rosenthal, Esq.

December 23, 2019
David G. Kalergis
Chief Executive Officer
Diffusion Pharmaceuticals Inc.
1317 Carlton Avenue, Suite 200
Charlottesville, VA 22902
Re:Diffusion Pharmaceuticals Inc.
Registration Statement on Form S-1
Filed December 20, 2019
File No. 333-235670
Dear Mr. Kalergis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David S. Rosenthal, Esq.

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	dffn20191223_corresp.htm

December 23, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

			RE:

			Diffusion Pharmaceuticals Inc.

			Registration Statement on Form S-1

			File No. 333-235670

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Diffusion Pharmaceuticals Inc. (the “Registrant”) hereby respectfully requests, subject to telephone confirmation, that the effectiveness of the above-captioned Registration Statement be accelerated so that it will become effective as of 4:00 p.m. EST on December 27, 2019, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Dechert LLP, confirming this request. The Registrant hereby authorizes each of David Rosenthal and Curtis Weber of Dechert LLP, counsel to the Registrant, to make such request on its behalf.

			Very truly yours,

			DIFFUSION PHARMACEUTICALS INC.

			/s/ David G. Kalergis

			David G. Kalergis

			Chief Executive Officer

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November 8, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

			RE:

			Diffusion Pharmaceuticals Inc.

Registration Statement on Form S-1

File No. 333-234234

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Diffusion Pharmaceuticals Inc. (the “Registrant”) hereby respectfully requests, subject to telephone confirmation, that the effectiveness of the above-captioned Registration Statement be accelerated so that it will become effective as of 5:15 p.m. EST on November 12, 2019, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Dechert LLP, confirming this request. The Registrant hereby authorizes each of David Rosenthal and Curtis Weber of Dechert LLP, counsel to the Registrant, to make such request on its behalf.

			Very truly yours,

			DIFFUSION PHARMACEUTICALS INC.

			/s/ David G. Kalergis

			David G. Kalergis

			Chief Executive Officer

CORRESP
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	dffn20191030_corresp.htm

October 30, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

			RE:

			Diffusion Pharmaceuticals Inc. Withdrawal of Request for Acceleration of

Registration Statement on Form S-1 (File No. 333-234234)

Ladies and Gentlemen:

Diffusion Pharmaceuticals Inc. (the “Registrant”) hereby withdraws its request, dated October 28, 2019, that the Registration Statement on Form S-1 (File No. 333-234234) (the “Registration Statement”) become effective on Wednesday, October 30, 2019, at 5:15 p.m., or as soon as practicable thereafter. The Registrant is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

If you have any questions regarding the foregoing, please contact our counsel, David Rosenthal of Dechert LLP at (212) 698-3616, or Curtis Weber of Dechert LLP at (212) 649-8705.

			Very truly yours,

			DIFFUSION PHARMACEUTICALS INC.

			/s/ David G. Kalergis

			David G. Kalergis

			Chief Executive Officer

CORRESP
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	dffn20191028_corresp.htm

October 28, 2019

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

			 Re:

			Diffusion Pharmaceuticals Inc.

			Registration Statement on Form S-1 (Registration No. 333-234234) -

			Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”), as managing underwriter for the referenced offering, hereby concurs in the request by Diffusion Pharmaceuticals Inc. that the effective date of the above-referenced registration statement be accelerated to 5:15 P.M. Eastern Time on Wednesday, October 30, 2019, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

			Very truly yours,

			H.C. WAINWRIGHT & CO., LLC

			By:

			/s/ Mark W. Viklund

			Name:  Mark W. Viklund

			Title:    Chief Executive Officer

430 Park Avenue | New York, New York 10022 | 212.356.0500

Security services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

CORRESP
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	dffn20191028b_corresp.htm

October 28, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

			RE:

			Diffusion Pharmaceuticals Inc.

Registration Statement on Form S-1

File No. 333-234234

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Diffusion Pharmaceuticals Inc. (the “Registrant”) hereby respectfully requests, subject to telephone confirmation, that the effectiveness of the above-captioned Registration Statement be accelerated so that it will become effective as of 5:15 p.m. EST on October 30, 2019, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Dechert LLP, confirming this request. The Registrant hereby authorizes each of David Rosenthal and Curtis Weber of Dechert LLP, counsel to the Registrant, to make such request on its behalf.

			Very truly yours,

			DIFFUSION PHARMACEUTICALS INC.

			/s/ David G. Kalergis

			David G. Kalergis

			Chief Executive Officer

October 22, 2019
David G. Kalergis
Chief Executive Officer
Diffusion Pharmaceuticals Inc.
1317 Carlton Avenue, Suite 200
Charlottesville, VA 22902
Re:Diffusion Pharmaceuticals Inc.
Registration Statement on Form S-1
Filed October 16, 2019
File No. 333-234234
Dear Mr. Kalergis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David S. Rosenthal, Esq.

CORRESP
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	dffn20191004_corresp.htm

October 4, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

			RE:

			Diffusion Pharmaceuticals Inc.

Registration Statement on Form S-1

File No. 333-233686

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Diffusion Pharmaceuticals Inc. (the “Registrant”) hereby respectfully requests, subject to telephone confirmation, that the effectiveness of the above-captioned Registration Statement be accelerated so that it will become effective as of 4:00 p.m. EST on October 8, 2019, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Dechert LLP, confirming this request. The Registrant hereby authorizes each of David Rosenthal and Curtis Weber of Dechert LLP, counsel to the Registrant, to make such request on its behalf.

			Very truly yours,

			DIFFUSION PHARMACEUTICALS INC.

			David G. Kalergis

			Chief Executive Officer

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	dffn20190925_corresp.htm

			Three Bryant Park

			1095 Avenue of the Americas

			New York, NY  10036-6797

			+1  212  698  3500  Main

			+1  212  698  3599  Fax

			www.dechert.com

			September 26, 2019

			David S. Rosenthal

			david.rosenthal@dechert.com

			+1 212 698 3616  Direct

			+1 212 698 0416  Fax

VIA EDGAR AND ELECTRONIC MAIL

Division of Corporation Finance

Office of Healthcare & Insurance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Attn: Jeffrey Gabor, Joe McCann

Re:          Diffusion Pharmaceuticals Inc.

Registration Statement on Form S-1

Filed September 9, 2019

File No. 333-233686

Gentlemen:

On behalf of Diffusion Pharmaceuticals Inc., a Delaware corporation (the “Company”), set forth below is the Company’s response to the comment provided by the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission to the Company on September 13, 2019 regarding the above-captioned Registration Statement on Form S-1 (the “Registration Statement”).

For your convenience, the Staff’s comment is presented in bold, italicized text, and the comment is followed by the Company’s response.

			1.

			We note that the forum selection provision set forth in your Bylaws identifies the Court of Chancery of the State of Delaware as the exclusive forum for certain litigation, including any "derivative action." Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to actions arising under the Securities Act or Exchange Act, please tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

			Page 2

Response:

The Company acknowledges that the forum selection provision set forth in the Bylaws of the Company (as amended, the “Bylaws”) would not apply to suits arising under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and it further acknowledges that with respect to suits arising under the Securities Act of 1933, as amended (the “Securities Act”), the enforceability of forum selection provisions has been challenged in legal proceedings and that it is possible that, in connection with any applicable action brought against the Company, a court could find the choice of forum provisions contained in the Bylaws with respect to any such suit to be inapplicable or unenforceable in such action. The Company agrees that it will include in the prospectus included in the Registration Statement the risk factor disclosure set forth below. The Company will also add this risk factor to its Form 10-Q for the quarter ending September 30, 2019 and in subsequent Forms 10-K.

The Bylaws of the Company include a forum selection clause, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents.

Our Bylaws (the “Bylaws”) require that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim for breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our Certificate of Incorporation or our Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to said Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein.

This exclusive forum provision will not apply to claims under the Exchange Act, but will apply to other state and federal law claims including actions arising under the Securities Act (although our stockholders will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder). Section 22 of the Securities Act, however, creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock is deemed to have notice of and consented to the foregoing provisions. This forum selection provision in our Bylaws may limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or agents, which may discourage lawsuits against us and such persons. It is also possible that, notwithstanding the forum selection clause included in our Bylaws, a court could rule that such a provision is inapplicable or unenforceable.

			Page 3

We look forward to resolving any outstanding issues with respect to the Registration Statement as quickly as possible. Please do not hesitate to contact me at (212) 698-3616 with any questions or further comments you may have regarding the Registration Statement or if you wish to discuss the above or enclosed.

Sincerely,

/s/ David S. Rosenthal

David S. Rosenthal, Dechert LLP

cc: (via e-mail)

David Kalergis, Chief Executive Officer, Diffusion Pharmaceuticals Inc.

September 13, 2019
David G. Kalergis
Chief Executive Officer
Diffusion Pharmaceuticals Inc.
1317 Carlton Avenue, Suite 200
Charlottesville, VA 22902
Re:Diffusion Pharmaceuticals Inc.
Registration Statement on Form S-1
Filed September 9, 2019
File No. 333-233686
Dear Mr. Kalergis:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-1 filed September 9, 2019
General
1.We note that the forum selection provision set forth in your Bylaws identifies the Court of
Chancery of the State of Delaware as the exclusive forum for certain litigation, including
any "derivative action."  Please disclose whether this provision applies to actions arising
under the Securities Act or Exchange Act.  In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.  If the provision applies to Securities Act claims, please
also revise your prospectus to state that there is uncertainty as to whether a court would
enforce such provision and that investors cannot waive compliance with the federal

 FirstName LastNameDavid G. Kalergis
 Comapany NameDiffusion Pharmaceuticals Inc.
 September 13, 2019 Page 2
 FirstName LastName
David G. Kalergis
Diffusion Pharmaceuticals Inc.
September 13, 2019
Page 2
securities laws and the rules and regulations thereunder.  If this provision does not apply
to actions arising under the Securities Act or Exchange Act, please tell us how you will
inform investors in future filings that the provision does not apply to any actions arising
under the Securities Act or Exchange Act.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeffrey Gabor at 202-551-2544 or Joe McCann at 202-551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       David S. Rosenthal, Esq.

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May 22, 2019

VIA EDGAR

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C.  20549

			Re:

			Diffusion Pharmaceuticals Inc.

			Registration Statement on Form S-3 (File No. 333-231541)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Diffusion Pharmaceuticals Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Registration Statement be accelerated so that it will become effective as of 5:00 p.m. Eastern Time on May 22, 2019, or as soon thereafter as practicable.

We request that we be notified of such effectiveness by a telephone call to David S. Rosenthal of Dechert LLP at (212) 698-3616, and that such effectiveness also be confirmed in writing. Thank you for your cooperation and attention to this matter.

Sincerely,

Diffusion Pharmaceuticals Inc.

			By:

			/s/ David Kalergis

			Name:

			David Kalergis

			Title:

			Chief Executive Officer

			cc:

			William Hornung, Diffusion Pharmaceuticals Inc.

			David S. Rosenthal, Dechert LLP

May 21, 2019
David G. Kalergis
President and Chief Executive Officer
Diffusion Pharmaceuticals Inc.
1317 Carlton Avenue
Suite 200
Charlottesville, VA 22902
Re:Diffusion Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed May 16, 2019
File No. 333-231541
Dear Mr. Kalergis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       David S. Rosenthal, Esq.

February 12, 2018
David Kalergis
Chief Executive Officer
Diffusion Pharmaceuticals Inc.
1317 Carlton Avenue, Suite 200
Charlottesville, VA 22902
Re:Diffusion Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed February 6, 2018
File No. 333-222879
Dear Mr. Kalergis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: David Rosenthal

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February 12, 2018

VIA EDGAR

Suzanne Hayes

Assistant Director

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C.  20549

			Re:
			Diffusion Pharmaceuticals Inc.

			Registration Statement on Form S-3 (File No. 333-222879)

Dear Ms. Hayes:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Diffusion Pharmaceuticals Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Registration Statement be accelerated so that it will become effective as of 4:00 p.m. Eastern Time on February 13, 2017, or as soon thereafter as practicable.

If you have any questions, or if you require additional information, please do not hesitate to contact me at (212) 698-3616.

Sincerely,

/s/ David S. Rosenthal

David S. Rosenthal

Cc:     Jeff Gabor

David G. Kalergis

Ben L. Shealy

 Diffusion Pharmaceuticals Inc.

CORRESP
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January 17, 2018

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

			Re:
			Diffusion Pharmaceuticals Inc.

			Registration Statement on Form S-1 (Registration No. 333-222203) -

			Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”), as managing underwriter for the referenced offering, hereby concurs in the request by Diffusion Pharmaceuticals Inc. that the effective date of the above-referenced registration statement be accelerated to 5:00 P.M. Eastern Time on Wednesday, January 17, 2018, or as soon as practicable thereafter, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

			Very truly yours,

			H.C. WAINWRIGHT & CO., LLC

			By:

			  /s/ Mark W. Viklund

			  Name: Mark W. Viklund

			  Title: Chief Executive Officer

CORRESP
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January 16, 2018

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

			RE:

			Diffusion Pharmaceuticals Inc.

			Registration Statement on Form S-1

			File No. 333-222203

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Diffusion Pharmaceuticals Inc. (the “Registrant”) hereby respectfully requests, subject to telephone confirmation, that the effectiveness of the above-captioned Registration Statement be accelerated so that it will become effective as of 4:00 p.m. EST on January 17, 2018, or as soon thereafter as practicable, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Dechert LLP, confirming this request. The Registrant hereby authorizes each of David Rosenthal and William Elder of Dechert LLP, counsel to the Registrant, to make such request on its behalf.

			Very truly yours,

			DIFFUSION PHARMACEUTICALS INC.

			/s/ David G. Kalergis

			David G. Kalergis

			Chief Executive Officer

December 27, 2017
David G. Kalergis
Chief Executive Officer
Diffusion Pharmaceuticals Inc.
1317 Carlton Avenue, Suite 200
Charlottesville, VA 22902
Diffusion Pharmaceuticals Inc.
Registration Statement on Form S-1
Filed December 20, 2017
File No. 333-222203Re:
Dear Mr. Kalergis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: David S. Rosenthal, Esq.

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May 30, 2017

VIA EDGAR

Suzanne Hayes

Assistant Director

Division of Corporation Finance
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C.  20549

Re:      Diffusion Pharmaceuticals Inc.

Registration Statement on Form S-3 (File No. 333-218062)

Dear Ms. Hayes:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Diffusion Pharmaceuticals Inc. (the “Company”) hereby requests that the effectiveness of the above-captioned Registration Statement be accelerated so that it will become effective as of 4:00 p.m. Eastern Time on June 1, 2017, or as soon thereafter as practicable.

If you have any questions, or if you require additional information, please do not hesitate to contact me at (212) 698-3616.

Sincerely,

/s/ David S. Rosenthal

David S. Rosenthal

Cc:          Dorrie Yale

David G. Kalergis

Ben L. Shealy

Diffusion Pharmaceuticals Inc.

May 26, 2017
David Kalergis
Chief Executive Officer
Diffusion Pharmaceuticals Inc.
2020 Avon Court, #4
Charlottesville, VA 22902
Diffusion Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed May 17, 2017
File No. 333-218062Re:
Dear Mr. Kalergis:
        This is to advise you that we have not reviewed and will not review your registration
statement.
        Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
        Please contact Dorrie Yale at 202-551-8776 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance

December 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 14C
Filed  October 31, 2013
  File No.  000-24477

Dear Mr. Rubinstein :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not  foreclose the Commission from taking
any action with respect to the company or 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 Unite d States.  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 rules require.

Sincerely,

 /s/ Loan Lauren P. Nguyen

 Loan Lauren P. Nguyen
Special Counsel

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

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November 25, 2013

VIA EDGAR AND FACSIMILE

Loan Lauren P. Nguyen, Esq.

Special Counsel

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, DC 20549

 Re: Stratus Media Group, Inc.

Preliminary Information Statement on Schedule 14C (the “Initial Statement”)

Filed October 31, 2013

File No. 000-24477

Dear Ms. Nguyen:

This is in response to your November 18, 2013
letter to Stratus Media Group, Inc. (the “Company”).

We have reproduced below the text of your comments,
followed in bold face by our responses. The numbered paragraphs below correspond to the numbered paragraphs in your letter. Please
note that concurrently with the filing of this of this letter, the Company is filing Amendment No. 1 to the Schedule 14C (the
“Amendment”) as discussed below.

Preliminary Information Statement on Schedule 14C

General

1.	We note that you will not have sufficient
shares to complete the transactions to the extent that they require 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/Hygeia
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 of 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.

Loan Lauren P. Nguyen

Special Counsel

U.S. Securities and Exchange Commission

November 25, 2013

Page 2

COMPANY RESPONSE:

The Company believes that it is not required
to provide the information requested. In this regard, the facts as set forth in the Initial Statement have changed in that the
Company currently has no plans to complete the acquisition of Histogen, Inc. While the Company is reviewing potential acquisition
targets, the Company has not entered into any binding or non-binding agreement with respect thereto. On November 18, 2013, the
Company did acquire all of the equity interests of Canterbury/Hygeia and issued an aggregate of 115,011,563 to the stakeholders
thereof. Accordingly, as of November 18, 2013, there are 537,327,815 shares of the Company’s Common Stock outstanding out
of 1,000,000,000 as authorized after giving effect to the Canterbury/Hygeia acquisition. As set forth in the Amendment, the Company
does plan to conduct one or more private placements to obtain funds for working capital for its operations and to extinguish outstanding
debt. The Merger Agreement for Canterbury/Hygeia does allow for rescission by the equity holders of Canterbury/Hygeia if at least
$7.5 million of gross proceeds is not raised by January 15, 2014. However, the authorization of the reverse split (and the additional
securities available as a result thereof) is not being used in connection with or as a condition to the acquisition of Canterbury/Hygeia
(as that has already occurred) or any other specific company.

Effects of the Reverse Stock Split, page 5

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

COMPANY RESPONSE:

The Amendment now contains a section on the
potential effects of the reverse 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.

Loan Lauren P. Nguyen

Special Counsel

U.S. Securities and Exchange Commission

November 25, 2013

Page 3

COMPANY RESPONSE:

We have revised the disclosure to provide
that it is a summary of certain material tax consequences.

*       *       *

This will acknowledge 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 Securities and Exchange 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.

    Very truly yours,

    Stratus Media Group, Inc.

    By:       /s/ Jerold Rubinstein

    Name:    Jerold Rubinstein

    Title:     Chief Executive Officer

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.

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February 10, 2012

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Stratus Media Group, Inc.

Registration Statement on Form S-1

Filed February 10, 2012

File No. 333-176298

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Stratus Media Group, Inc. (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated to 4:30 p.m., Washington, D.C. time, on Monday, February 13, 2012, or as soon thereafter as is practicable.

In making its request, the Company acknowledges that:

(i)           should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, that act will not foreclose the Commission from taking any action with respect to the filing;

(ii)           the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosures in the Registration Statement;

(iii)           the Company may not assert staff comments or 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; and

Stratus Media Group, Inc.

3 East de la Guerra, Santa Barbara, CA 93101

Securities and Exchange Commission

February 10, 2012

Page 2

(iv)           the Company is aware of its obligations under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

Please call David Ficksman (on 310-789-1290) of TroyGould PC as soon as the Registration Statement has been declared effective.

Very truly yours,

/s/ Paul Feller

Paul Feller

President and Chief Executive Officer

Cc:           Justin Dobbie (SEC)

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February 10, 2012

VIA EDGAR and FEDERAL EXPRESS

Justin Dobbie

Legal Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Stratus Media Group, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed September 22, 2011

File No. 333-176298

Dear Mr. Dobbie:

By letter dated October 5, 2011, the staff (the “Staff”) of the Securities and Exchange Commission (“SEC) provided Stratus Media Group, Inc. (the “Company”) with comments to the Company’s pre effective Amendment No. 1 to the Form S-1 filed on September 22, 2011.  This letter contains the Company’s responses to the Staff’s comments.  The numbered responses and the headings set forth below correspond to the numbered comments and headings in the Staff’s October 5, 2011 comment letter.

Concurrently with the delivery of this letter, the Company is filing via EDGAR pre-effective Amendment No. 2 to the Form S-1.

In addition to the changes made in response to the Staff’s comments, the amended preliminary prospectus includes updated financials for the quarterly period ended September 30, 2011 and related Management’s Discussion and Analysis together with the financial statements of ProElite, Inc.  The amended registration statement also includes an updated auditors’ consent for the Company and auditors’ consent for ProElite, Inc. and updated disclosure with respect to the Company.

General

1.

We note your response to our prior comment one and we are unable to agree with your conclusion based on the facts and circumstances presented.  Please revise accordingly.

Mr. Justin Dobbie

February 10, 2012

Page 2

COMPANY RESPONSE

We have reduced the number of shares of the Company’s common stock to be registered for resale under the Form S-1 by West Charitable Remainder Trust, Liberty Charitable Remainder Trust and River Charitable Remainder Trust (collectively, the “Trusts”) to 16,317,588 shares, representing approximately 1/3rd of the outstanding shares of the Company’s common stock owned by non-affiliates.  As such, we respectfully submit to the Staff that the Trusts are not, and should not be considered, “underwriters” under Section 2(a)(11) of the Securities Act of 1933, as amended, with respect to the resale of the Company's common stock acquired by the Trusts in the Company's May 24, 2011 private placement.

Exhibit 5.1

2.

It does not appear that counsel has included an opinion with respect to the Dividend Shares.  Please revise accordingly.

COMPANY RESPONSE

We enclose a revised opinion as Exhibit 5.1.

Concurrently with the filing of Amendment No. 2, the Company is filing via EDGAR its request for acceleration of the effectiveness of the Registration Statement, a copy of which is enclosed.  The request contains the acknowledgements requested by the Staff in its previous comment letters.

Please direct questions regarding this response letter to the undersigned at 310-789-1290.

Very truly yours,

/s/ David L. Ficksman

DLF:tms

Cc:          Charles Bearchell

John Moynahan

Paul Feller

October 5, 2011
 Via E-mail

Paul H. Feller President and Chief Executive Officer Stratus Media Group, Inc. 3 East De La Guerra Street Santa Barbara, CA 93101
Re: Stratus Media Group, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed September 22, 2011 File No. 333-176298

Dear Mr. Feller:
 We have received your response to our comm ent letter dated September 8, 2011 and have
the following additional comments.    General

1. We note your response to our prior comment one  and we are unable to agree with your
conclusion based on the facts and circumstances as presented.  Please revise accordingly.
 Exhibit 5.1

2. It does not appear that couns el has included an opinion w ith respect to the Dividend
Shares.  Please revise accordingly.  Please contact Chanda DeLong at (202) 551- 3490 or me at (202) 551-3469 with any
questions.
Sincerely,
   /s/ Justin Dobbie
Justin Dobbie Legal Branch Chief

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
        February 22, 2010

Via U.S. Mail and Facsimile to (805) 884-9972
 Mr. Paul Feller Principal Executive Officer Stratus Media Group, Inc. 3 East De La Guerra Street Santa Barbara, CA 93001
 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 Form 10-Q/A (No. 1) for the Fiscal Quarter Ended June 30, 2009 Response Letter Dated December 15, 2009 File No. 0-24477

Dear Mr. Feller:
We issued comments to you on the above captioned filings on January 22, 2010.
As of the date of this letter, these comments remain outstanding and unresolved.  We expect you to contact us by March 4, 2010 to provide a substantive response to these comments or to advise us why you are unable to respond and when you will be able to do so.   If you do not respond to the outstanding comments or contact us by March 4, 2010, we will, consistent with our obligations under the federal securities laws, decide how we will seek to resolve material outstanding comments and complete our review of your filings and your disclosure.  Among other things, we may decide to release publicly, through the agency’s EDGAR system, all correspondence, including this letter, relating to the review of your filing, consistent with the staff’s decision to release publicly comment letters and response letters relating to disclosure filings it has reviewed.  You can find more information about the staff’s decision to release filing correspondence at http://www.sec.gov/news/press/2004-89.htm
 and http://www.sec.gov/news/press/2005-
72.htm .

Mr. Paul Feller
Stratus Media Group, Inc. February 22, 2010 Page 2

You may contact John Archfield at ( 202) 551-3315 or Ryan Milne at (202) 551-
3688 if you have any questions.

                 Sincerely,                     Tia Jenkins                  Senior Assistant Chief Accountant                  Office of Beverages, Apparel and

                                                                                   Health Care Services

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    February
22, 2010

    John
Archfield

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E., Mail Stop 3561

    Washington,
DC 20549

    Re:  January 22, 2010 Letter from
the Commission to Stratus Media Group Inc.

    Mr.
Archfield:

    As
discussed, given the timing of our annual audit and impairment testing, Stratus
is requesting an extension to Friday, March  12, 2010 for a reply to
the above letter.

    Sincerely,

    /s/ Paul
Feller

    Paul
Feller

    Principal
Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
       January 22, 2010

Via U.S. Mail and Facsimile to (805) 884-9972
 Mr. Paul Feller Principal Executive Officer Stratus Media Group, Inc. 3 East De La Guerra Street Santa Barbara, CA 93001
 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 Form 10-Q/A (No. 1) for the Fiscal Quarter Ended June 30, 2009 Response Letter Dated December 15, 2009 File No. 0-24477

Dear Mr. Feller:
We have reviewed your filings and response and have the following comments.
Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments we may ask you to provide us with additional information so we may better understand your disclosure.  Please do so within the time frame set forth below.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Paul Feller
Stratus Media Group, Inc. January 22, 2010 Page 2

Form 10-K/A (No. 1) for the Fiscal Year Ended December 31, 2008
 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 18
 Critical Accounting Policies, page 19

 Goodwill and Intangible Assets, page 20

 1. We note your proposed disclosure in response to comment four in our letter dated
May 22, 2009, and to comment two in our letter dated July 24, 2009.  We also note in your response to comment two in our letter dated October 16, 2009 that given that your events were not held during the twelve months ended December 31, 2009, it is possible that your annual impairment review may result in impairment charges and it is also possible that these impairment charges may be significant.  Please revise your disclosure to provide information for investors to
assess the probability of a future material impairment charge to goodwill and other intangible assets, pursuant to Item 303(a)(3)(ii) of Regulation S-K.  In that regard, we believe that the following disclosures should be provided for each reporting unit that is at risk of failing step one and each event intangible asset:

a. State the percentage by which fair value exceeded carrying value as of the
date of the most recent test;

b. State the amount of goodwill allocated to each reporting unit;
 c. Describe the methods and key assumptions used in determining the fair value
of the reporting units and intangible assets, as applicable, and how the key assumptions were determined;

d. Discuss the degree of uncertainty associated with the key assumptions.  The
discussion regarding uncertainty should provide specifics to the extent possible (e.g. the valuation model assumes revenue forecasts that are substantially higher than the revenues realized in the 22 months the Stratus rewards program was run by the Company and the valuation model assumes event revenue forecasts that are substantially higher than the revenues realized by the Company since it purchased each respective event); and

e. Describe potential events and/or changes in circumstances that could
reasonably be expected to negatively affect the key assumptions (e.g., financing cannot be obtained to allow operation of the events, continued problems with venue sites, lack of certification from the NCAA, etc.).

Mr. Paul Feller
Stratus Media Group, Inc. January 22, 2010 Page 3

Please tell us how you intend to further revise your disclosure, and provide us with the text of your proposed critical accounting policies, goodwill and intangible assets disclosure in your response to us.
2. We remind you to provide the disclosure that you proposed in your previous
response to us dated September 4, 2009.
 Item 9A(T). Controls and Procedures, page 44

 Management’s Report on Internal Control Over Financial Reporting, page 44

 3. We note in your proposed Item 9A(T) disclosure that you have now identified
material weaknesses in internal control over financial reporting (ICFR) as of December 31, 2008.  We also note that you believe the material weaknesses set forth did not have an effect on the Company’s financial results.  Please advise us the following with respect to your material weaknesses:

a. Describe to us the actual control deficiency, or combination of deficiencies
that you identified in your ICFR that caused you to conclude there are material weaknesses (i.e. describe the nature of your material weaknesses); and

b. Tell us how you considered the restatements of your December 31, 2008 Form
10-K and June 30, 2009 Form 10-Q in your determination that the material weaknesses did not have an effect on the Company’s financial results.
 4. Notwithstanding your belief that the materi al weaknesses did not have an effect
on your financial results, tell us how each material weakness does impact all significant areas of your financial reporting and ICFR, as applicable.  We believe that such disclosure would provide adequate information to allow investors to evaluate whether the control weaknesses have a pervasive impact on the Company’s ICFR or financial reporti ng when making investment decisions.
 5. Please explain to us your process to assess and evaluate each control deficiency to
arrive at your conclusion that there is a reasonable possibility that a material misstatement of your annual or interim financial statements will not be prevented or detected on a timely basis (i.e. a material weakness).
 Form 10-Q for the Fiscal Quarter Ended June 30, 2009

 Item 4T. Controls and Procedures, page 23

 Evaluation of Disclosure Controls and Procedures, page 23

Mr. Paul Feller
Stratus Media Group, Inc. January 22, 2010 Page 4

6. We note that you did not respond to comment seven in our letter dated October
16, 2009 and we reissue our previous comment seven.
 Form 10-Q/A (No. 1) for the Fiscal Quarter Ended June 30, 2009

 7. We note that the amendment of your June 30, 2009 Form 10-Q does not contain
Item 4T. Controls and Procedures.  Please further amend your Form 10-Q to include Item 4T.
 8. Please also tell us what impact the restatement of your June 30, 2009 financial
statements and new facts discovered by management, including any additional material weaknesses you may have identified, had on your original conclusion on the effectiveness of DC&P as of June  30, 2009.  If the initial conclusion on the
effectiveness of DC&P remains the same, please discuss the basis of this determination.  If after further consideration you determine that your DC&P was not effective, please revise your disclosure accordingly.

*   *   *   *
 Closing Comments

As appropriate, please amend your filings and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendments to expedite our review.  Please furnish a cover letter with your amendments that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.
You may contact John Archfield at ( 202) 551-3315 or Ryan Milne at (202) 551-
3688 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3871 with any other questions.

Sincerely,    Tia Jenkins Senior Assistant Chief Accountant
       Office of Beverages, Apparel and
Health Care Services

CORRESP
1
filename1.htm

    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

CORRESP
1
filename1.htm

    a6116697.htm

      December
8, 2009

      John
Archfield

      United
States Securities and Exchange Commission

      Division
of Corporation Finance

      100 F
Street, N.E., Mail Stop 3561

      Washington,
DC 20549

      Re:  October 16, 2009 Letter from
the Commission to Stratus Media Group Inc.

      Mr.
Archfield:

      This
letter is to confirm the recent conversation you had with John Moynahan
that we are requesting an extension to Friday, December 11, 2009 for a
reply to the above letter.

      Sincerely,

      /s/ Paul
Feller

      Paul
Feller

      Principal
Executive Officer

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
November 10, 2009

John Archfield
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3561
Washington, DC 20549

Re:  October 16, 2009 Letter from the Commission to Stratus Media Group Inc.
     -----------------------------------------------------------------------

Mr. Archfield:

This letter is to confirm the recent conversation you had with John Moynahan.
Given the quarterly reporting cycle, business travel requirements and
Thanksgiving week, we are requesting an extension to Friday, December 4, 2009
for a reply to the above letter.

Sincerely,

/s/ Paul Feller
---------------

Paul Feller
Principal Executive Officer
</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
       October 16, 2009

Via U.S. Mail and Facsimile to (805) 884-9972
 Mr. Paul Feller Principal Executive Officer Stratus Media Group, Inc. 3 East De La Guerra Street Santa Barbara, CA 93001
 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. Feller:
We have reviewed your filings and response and have the following comments.
Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments we may ask you to provide us with additional information so we may better understand your disclosure.  Please do so within the time frame set forth below.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Paul Feller
Stratus Media Group, Inc. October 16, 2009 Page 2

Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2008
 1. We note in an Item 4.01 Form 8-K filed on August 5, 2008, that you engaged
Goldman Parks Kirklands 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.
 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 18
 Critical Accounting Policies, page 19

 Goodwill and Intangible Assets, page 20

 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.
 Item 9A(T). Controls and Procedures, page 44

 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).

Mr. Paul Feller
Stratus Media Group, Inc. October 16, 2009 Page 3

Management’s Report on Internal Control Over Financial Reporting, page 44
 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.
 Form 10-Q for the fiscal quarter ended June 30, 2009

 Item 4T. Controls and Procedures, page 23

 Evaluation of Disclosure Controls and Procedures, page 23

 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.

*   *   *   *

Mr. Paul Feller
Stratus Media Group, Inc. October 16, 2009 Page 4

 Closing Comments

As appropriate, please amend your filings and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendments to expedite our review.  Please furnish a cover letter with your amendments that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.
You may contact John Archfield at ( 202) 551-3315 or Ryan Milne at (202) 551-
3688 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3871 with any other questions.

Sincerely,    Tia Jenkins Senior Assistant Chief Accountant
       Office of Beverages, Apparel and
Health Care Services

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
September 4, 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.
     Supplemental Correspondence Submitted July 6, 2009 Re Forms 10-K and 10-K/A
     For Fiscal Year Ended December 31, 2008 and Form 8-K filed March 14, 2008
     Form 10-Q for the Fiscal Quarter Ended March 31, 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 July 24, 2009, which appear in
italics as a means of reference:

     1.   We note in your response to comment 4 in our letter dated May 22,
          2009, that generally the Company reviews the value of intangible
          assets and related goodwill in February or March, as part of its
          annual reporting process. Please disclose the as of date on which the
          annual impairment test of your reporting units is conducted.

The tests are conducted as of December 31 of the year being reported, which we
will make clear in the disclosure.

     2.   We note the assumptions by reporting unit in your response to comment
          4 in our letter dated May 22, 2009. We further note the reasons you
          believe each intangible asset is recoverable in your response to
          comment 13, and your response to comment 16 on the event acquisition
          liabilities. In light of the fact that your events and the Stratus
          Rewards program have not generated any substantial revenues since you
          made the respective acquisitions over the course of 1998 through 2005,
          please expand your disclosure to explain the basis for your
          determination that each event will take place by the year designated
          in your response and how you will find a sponsor for and re-commence
          the Stratus Rewards program by 2010. In addition, tell us the basis
          for your belief that the events would generate profits in addition to
          revenues.

We believe that the events carried as intangible assets on the balance sheet
will generate revenues and be profitable because they were profitable when they
were acquired by Stratus and the Company has demonstrated that it can operate
events in a profitable manner.

<PAGE>

The following chart shows each event with an intangible value on the balance
sheet and the peak revenue and gross margin that each event achieved prior to
acquisition. It should be noted that most events while privately owned tend to
commingle business and personal expenses in an attempt to minimize profitability
and the attendant tax liability, and that once owned by the Company we have or
intend to eliminate those personal expenses in an attempt to maximize
profitability.

<TABLE>
<CAPTION>
                                             Pre- Acquisition Peak Year Results (rounded to nearest thousand)
                                            -------------------------------------------------------------------
                                Peak Year              Revenues          Gross Margin $           Gross Margin %
                             -------------- ---------------------- ---------------------- ---------------------
<S>                                   <C>             <C>                    <C>                         <C>
Long Beach Marathon                   1998            $ 2,300,000            $ 1,326,000                 57.7%
Freedom Bowl                          1996              3,603,000                607,000                 16.8%
Athlete management                    1999              1,150,000                375,000                 32.6%
Santa Barbara Concours                2000                880,000                229,000                 26.0%
Concours on Rodeo                     2001              1,304,000                274,000                 21.0%
Core Tour                             2002              2,300,000                667,000                 29.0%
Maui Music Festival                   2000                923,000                203,000                 22.0%
                                            ---------------------- ----------------------
                                                     $ 12,460,000            $ 3,681,000                 29.5%
                                            ====================== ======================
</TABLE>

Of the above events, only the Core Tour events and a smaller-scale Concours on
Rodeo were run by the Company after being acquired. The following table shows
the revenues and gross margin for these two events, along with the results for
the Stratus Rewards program after it was acquired by the Company:

<TABLE>
<CAPTION>
                                                             Post Acquisition (rounded to nearest thousand)
                                 Period     --------------------------------------------------------------------------
                                Operated                Revenues             Gross Margin $         Gross Margin %
                             -------------- ------------------------ -------------------------- ----------------------
<S>                              <C>                    <C>                          <C>                        <C>
Core Tour                         FY 2004               $ 1,457,406                  $ 379,930                  26.1%
Stratus Rewards                  8/05-10/07                 517,620                    517,620                 100.0%
Concours on Rodeo                    7/07                   129,259                     53,139                  41.1%
                                            ------------------------ --------------------------
                                                        $ 2,104,285                  $ 950,689                  45.2%
                                            ======================== ==========================
</TABLE>

In addition to the above, a Superbowl-related event was held in the first
quarter of 2008 with revenues of $33,606 and direct costs of $24,679, for a
gross margin of 26.6%, which we believe further underscores the Company's
ability to conduct events profitably.

With regard to the expected timing of conducting the events, the disclosure in
the 10K will include the following:

"With regard to the timing of the events in these forecasts, the Santa Barbara
Concours event will be held October 31 to November 1, 2009. Most events are held
during the summer months and require approximately six months of lead time to
adequately plan the event. We believe that with the receipt of adequate funding
by the end of 2009, we will have more than sufficient time to plan and execute
the Concours on Rodeo, Core Tour and Maui Music events for the summer of 2010.
To allow for the NCAA approval process, we deferred the assumed start of the
Freedom Bowl until 2011."

With regard to re-commencing the Stratus Rewards program, the disclosure in the
10K will also include the following:

<PAGE>

"We have hired an experienced bank executive as Vice President of Stratus
Rewards with the sole responsibility to obtain one or more new banks as partners
in the program and to relaunch the program by 2010. After becoming acquainted
with the Stratus Rewards program, this executive identified 19 financial
institutions as potential partners with the Company in the Stratus Rewards
program. Following discussions with each institution, it was determined that:
five serve as exclusive outsourcers to other institutions only or use
outsourcing and do not make program decisions; two have their own high-end
cards; and four declined for various reasons (no co-branding, policy of avoiding
high-end market, etc.). Of the eight remaining institutions, five have received
a request for quotation and are in active discussions regarding partnering with
the Company on a co-branded Stratus Rewards program and three are in the
preliminary stages of discussions but have indicated an interest in moving
forward. Given this dedicated resource to obtaining one or more partners for the
Stratus Rewards program, the strong interest in pursuing partnership by five
institutions and the active interest by three other institutions in pursuing
partnership, the Company believes strongly that it will be able to find a
sponsor for and re-commence the Stratus Rewards program by 2010."

     3.   We note in your response to comment 16 in our letter dated May 22,
          2009, that pursuant to the terms of the Concours on Rodeo and Core
          Tour/Action Sports Tour Asset Purchase Agreement you are required to
          make cash payments to ensure that these assets can be utilized without
          additional legal action by the former owners. With respect to the
          Concours on Rodeo and Core Tour/Action Sports Tour intangible assets
          of $600,000 and $1,067,069, respectively, please explain to us how you
          determined these to be assets. In that regard, explain why you believe
          you have acquired the right to the license agreements or control of
          the license agreements when you cannot utilize them without legal
          action being taken by the former owners.

In re-reading our July 4, 2008 response to comment 16, the response should have
read "without threat of additional legal action," rather than "without
additional legal action." The Company held a nationally advertised, but
smaller-scale, Concours on Rodeo event in the third quarter of 2007 that
resulted in $129,259 of revenues and the Company did not hear anything from the
former owners.

The acquisition of Concours on Rodeo closed on June 18, 2004, which resulted in
Pro Sports & Entertainment, Inc. (the predecessor company to Stratus Media
Group, Inc.) acquiring 100% ownership in Concours on Rodeo, LLC, which in turn
owned the rights to the venue on Rodeo Drive in Beverly Hills and a number of
registered trademarks, including "Concours on Rodeo(R)," "Beverly Hills
Concours(R)," and others. As consideration for this acquisition, the Company was
required to pay $600,000, with $200,000 around the time of closing, $200,000
around the time of the 2005 Concours on Rodeo event and $200,000 around the time
of the 2006 Concours on Rodeo event. The Company paid $200,000 in cash at the
time of closing but has not made the remaining payments because the 2005 and
2006 Concours on Rodeo events were not conducted.

The acquisition of Core Tour closed on February 4, 2004 and resulted in the
Company acquiring 100% of Core Tour LLC, which has exclusive license and
ownership of venues and trademarks relating to the Core Tour Events.
Consideration paid by the Company for this acquisition was $200,000 cash at
closing, $200,000 cash payable within 30 days of closing, a percentage of gross
revenues and sponsorship receipts and a series of consulting payments to the
former owners. Of the $1,067,069 required as consideration, the Company paid
$583,351 in cash but was unable to complete the remaining $483,718 due to
liquidity constraints. This remaining payment owed by the Company led to the
lawsuit by the former owners and the resulting settlement agreement dated May
11, 2006, which was subsequently superseded by an agreement dated July 31, 2008
that extended the payment date to December 31, 2008 and called for the accrued
interest to be paid to the former owners through the issuance of the Company's
common stock. This stock has been issued to the former owners.

<PAGE>

In both the Concours on Rodeo and Core Tour acquisitions, the Company paid
substantial amounts of cash consideration, obtained full ownership of the LLC
that ran each event and in turn acquired all the intellectual property for each
event. With regard to the Concours on Rodeo, and event has been held using
related intellectual property without any mention of legal action by the former
owners. As noted below, the settlement agreement reach with Core Tour
specifically leaves ownership of the Core Tour assets with the Company, even in
the event that the Company defaults in payments to the Core Tour. Accordingly,
the Company believes it is appropriate to book these acquisitions as assets.

     4.   We note in your response to comment 16 in our letter dated May 22,
          2009, that you did not make the $482,126 payment in cash to the
          previous owners of the "Core Tour" by December 31, 2008 and that you
          expect to conclude a modification to allow for the delayed payment of
          this amount. Please disclose the consequences of not making the
          payment in the event that you do not come to such an agreement with
          the previous owners.

The Settlement Agreement and General Release among the Company, Core Tour LLC
and the Core Tour Partners dated July 31, 2008 ("Core Tour Agreement") sets
forth the requirement of a cash payment by the Company to the Core Tour Partners
of $482,126.30 in Section 2(a) and the requirement that the Company issue
$144,100 worth of the Company's common stock to the Core Tour Partners to settle
accrued interest and penalties.

Section 12 of the Core Tour Agreement states: "The Core Tour Parties represent
and warrant that they will only file for a Use or Return of Judgment with the
Court in the event the conditions set forth in Paragraph 2(a) and Paragraph 2(d)
of this Settlement Agreement, and all conditions set forth in the Entry of
Judgment, are not met."

Section 14 of the Core Tour Agreement states: "This Settlement Agreement,
including the fully executed exhibits identified herein, contains the sole,
complete, and entire agreement and understanding of the Parties concerning the
matters contained herein...nothing herein shall affect the ownership rights of
any property owned by Pro Sports, intellectual or otherwise, except as provided
in the Entry of Judgment." The Judgment referred to in the Core Tour Agreement
required payment of the $482,126.30, plus accrued interest and penalties, and
did not require the Company to relinquish its ownership in the Core Tour assets.

Therefore, the disclosure in the 10K will include:

"If the Company is not able to agree on a timetable for payment of the $482,126
and/or is not able to pay the Core Tour parties, the Core Tour parties have the
right to enforce their judgment against the Company in that amount, but under
the terms of the settlement agreement, the Company retains all rights to the
Core Tour assets."

<PAGE>

     5.   We note in your response to comment 17 in our letter dated May 22,
          2009, that the accounts payable written off in 2007 and 2008 of
          $560,549 and $20,642, respectively, were originally "set up in error"
          in 2003 and 2004, respectively, and that you determined this upon an
          extensive review of accounts payable. Please tell us how you
          considered SFAS 154 with respect to the accounts payable set up in
          error and written off in 2007 and 2008, in determining whether to
          correct the error in a restatement to your financial statements.

In re-reading our July 4, 2008 response to comment 17, the use of the phrase "in
error" was a poor choice of words and the structure of the explanation should
have paralleled the explanation for the removal of the Snow and Ski Tour
acquisition liability in the paragraph immediately above.

The payables were not set up in error and, as noted in our July 4th response,
they were established in anticipation of events being held in 2004 and 2005 that
were subsequently canceled. Given that these payables were regarded as valid and
the California statute of limitations is four years for enforcement of a written
contract, the Company and its auditors kept these payables on the books for 2005
and

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

August 21, 2009

John Archfield
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3561
Washington, DC 20549

Re:  July 24, 2009 Letter from the Commission to Stratus Media Group Inc.
     --------------------------------------------------------------------

Mr. Archfield:

This letter is to confirm a voicemail I left with you today that due to the need
to locate and research source documents related to acquisitions and travel
schedules for key members of our review team, we are not able to provide the
response to the above comment letter as originally planned and we are requesting
a two-week extension to Friday, September 4, 2009 for a reply to your letter of
July 24, 2009.

Sincerely,

/s/ Paul Feller
---------------

Paul Feller
Principal Executive Officer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
August 12, 2009

John Archfield
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3561
Washington, DC 20549

Re:  July 24, 2009 Letter from the Commission to Stratus Media Group Inc.
     --------------------------------------------------------------------

Mr. Archfield:

As discussed and agreed with you on Tuesday, August 11, 2009, you have granted
Stratus Media Group Inc. an extension to Friday, August 21, 2009 for a reply to
your letter of July 24, 2009.

Sincerely,

/s/ Paul Feller
-- ------------
Paul Feller
Principal Executive Officer

</TEXT>
</DOCUMENT>

Mail Stop 3561           July 24, 2009  via U.S. mail and facsimile

 Paul Feller, Principal Executive Officer Stratus Media Group, Inc. 8439 West Sunset Boulevard West Hollywood, CA 90069
RE:   Stratus Media Group, Inc.
Supplemental Correspondence Submitted Ju ly 6, 2009 Re Forms 10-K and 10-K/A
for Fiscal Year Ended December 3 1, 2008 and Form 8-K filed March 14,
2008
Form 10-Q for the Fiscal Quarter Ended March 31, 2009
 File No.:  0-24477

Dear Mr. Feller:

 We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your documen t(s) in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanati on.  In some of our comments,
we may ask you to provide us with informati on so we may better unders tand your disclosure.
After reviewing this information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our co mments or any other aspect of our  review.  Feel free to call
us at the telephone numbers listed  at the end of this letter.

Paul Feller, Principal Executive Officer
Stratus Media, Inc
July 24, 2009 Page 2 of 5   Form 10-K, Amendment No. 1, for the Fiscal Year Ended December 31, 2008

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 18
 Critical Accounting Policies, page 19

 Goodwill and Intangible Assets, page 20

1. We note in your response to comment 4 in  our letter dated May 22, 2009, that generally
the Company reviews the value of intangible assets and related goodwill in February or
March, as part of its annual reporting proce ss.  Please disclose the as of date on which
the annual impairment test of your reporting units is conducted.

2. We note the assumptions by reporting unit in your response to comment 4 in our letter
dated May 22, 2009.  We further note the r easons you believe each intangible asset is
recoverable in your response to comment 13, and your response to comment 16 on the
event acquisition liabilities.  In  light of the fact that your events and the Stratus Rewards
program have not generated any substantial revenues since you made the respective acquisitions over the course of 1998 through 2005, please expand your disclosure to
explain the basis for your determination that  each event will take place by the year
designated in your response and how you will find a sponsor for and re-commence the
Stratus Rewards program by 2010.  In addition, te ll us the basis for your belief that the
events would generate profits  in addition to revenues.

Item 8. Financial Statements and Supplementary Data, page 25

 Notes to Financial Statements, page 30

 Note 12. Event Acquisition Liabilities, page 38

3. We note in your response to comment 16 in our letter dated May 22, 2009, that pursuant
to the terms of the Concours on Rodeo a nd Core Tour/Action Sports Tour Asset
Purchase Agreements you are required to make cash payments to ensure that these assets
can be utilized without additional legal action by the former owners.  With respect to the
Concours on Rodeo and Core Tour/Action Spor ts Tour intangible assets of $600,000 and
$1,067,069, respectively, please explai n to us how you determined these to be assets.  In
that regard, explain why you believe you have acquired the right to the license
agreements or control of the license agr eements when you cannot utilize them without
legal action being taken by the former owners.

4. We note in your response to comment 16 in  our letter dated May 22, 2009, that you did
not make the $482,126 payment in cash to the previous owners of the “Core Tour” by

Paul Feller, Principal Executive Officer
Stratus Media, Inc
July 24, 2009 Page 3 of 5
December 31, 2008 and that you expect to conclude a modification to allow for the delayed payment of this amount.  Please disc lose the consequences of not making the
payment in the event that you do not come to  such an agreement with the previous
owners.

5. We note in your response to comment 17 in our letter dated May 22, 2009, that the
accounts payable written off in 200 7 and 2008 of $560,549 and $20,642, respectively,
were originally “set up in error” in 2 003 and 2004, respectively, and that you determined
this upon an extensive review of accounts paya ble.  Please tell us how you considered
SFAS 154 with respect to the accounts payabl e set up in error and written off in 2007
and 2008, in determining whether to correct the error in a restatement to your financial statements.
 Item 9A(T). Controls and Procedures, page 44

6. We note in your responses to comments 21 through 27 in our letter dated May 22, 2009,
that you will modify your DC&P and ICFR disclosure in your amended Form 10-K.
Please provide us with the text of your revised Item 9A(T) disclosure that will be included in your amended Form 10-K.  We exp ect that your disclosure with regards to
DC&P will describe the circumstances surround ing the filing of your Form 10-K in error
and how this was considered in your DC&P assessment and effectiveness conclusion.  If
you now determine that your DC&P was in effective as of December 31, 2008, please
add disclosure that describes the factors that support your conclusion that your ICFR was
effective in light of the ine ffectiveness of your DC&P.

Form 10-K, Amendment No. 2, for the Fiscal Year Ended December 31, 2008

7. We note your responses to comments 28, 29 and 30 from our letter dated May 22, 2009,
indicating that you will make such changes in an amendment to your Form 10-K.  We
are unable to clear these comments until the amended Form 10-K has been filed.  To the extent you wish to clear the proposed disclo sure before filing the amendment, please
provide us with your revised narrative di sclosure in response to each comment.
 Form 10-Q for the fiscal quarter ended March 31, 2009

 General

8. Please confirm to us that you will also amend your March 31, 2009 Form 10-Q to conform with the revisions you make to your December 31, 2008 Form 10-K in response to our comments.

Paul Feller, Principal Executive Officer
Stratus Media, Inc
July 24, 2009 Page 4 of 5   Item 4T. Controls and Procedures, page 18

 (a) Evaluation of disclosure c ontrols and procedures, page 18

9. Based on your disclosure, it appears to us th at your principal ex ecutive officer and
principal financial officer only concluded that  your DC&P were not effective to ensure
that information required to be disclosed by th e Company in the reports that it files or
submits under the Exchange Act is recorde d, processed, summarized and reported within
the time period specified in the SEC rules a nd forms.  Please revise your Form 10-Q to
disclose the conclusion of your principal execu tive officer and principal financial officer,
regarding the effectiveness of  your DC&P (as defined in Rule 13a-15(e) or Rule 15d-
15(e) under the Exchange Act).  In this regard, DC&P also includes controls and
procedures designed to ensure that informati on required to be disclo sed by an issuer in
the reports that it files or submits unde r the Exchange Act is accumulated and
communicated to the issuer’s manageme nt, including its principal executive and
principal financial officers, or persons perf orming similar functions , as appropriate to
allow timely decisions regarding required di sclosure.  Refer to It em 307 of Regulation S-
K.
  Form 8-K Filed March 14, 2008

10. We note your response to comment 31 in our letter dated May 22, 2009, that the
amended Form 8-K containing the December 31, 2007 financial statements of Pro Sports
& Entertainment, Inc. will be filed as soon as possible.  Please tell us specifically when
you intend to file the amendment or, alternat ively, explain to us  why you do not believe
it is necessary to file the amended Form 8-K.
 Closing Comments

   As appropriate, please amend your filings and respond to these comments within 10 business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendments to expedite  our review.  Please furnish a cover letter with
your amendments that keys your responses to  our comments and provides any requested
information.  Detailed cover letters  greatly facilitate our review.  Please understand that we may
have additional comments afte r reviewing your amendments a nd responses to our comments.

 You may contact John Archfi eld (202) 551-3315 or Ryan Mi lne at (202) 551-3688 if you

Paul Feller, Principal Executive Officer
Stratus Media, Inc July 24, 2009 Page 5 of 5   have questions regarding comments on the financia l statements and related matters.  Please
contact Susann Reilly at (202) 551-3236 or Pam Ho well at (202) 551-3357 with other questions.

Sincerely,    John Reynolds
       A s s i s t a n t  D i r e c t o r
Office of Beverages, Apparel and  Health Care Services
 cc:  Paul Feller, Prin cipal Executive Officer
 Via facsimile:  (323) 656-2221

<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
-----------------------------------------------------------------------
May 22, 2009
------------

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   $        -    $        -   $        -

------------------------------------------------------------------------------------------------------------------------------
*    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

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

June 9, 2009

Susann Reilly, Attorney
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3561
Washington, DC 20549

Re:  May 22, 2009 Letter from the SEC to Stratus Media Group Inc.
     ------------------------------------------------------------

Dear Ms. Reilly:

As discussed and agreed with you on Thursday, June 4, 2009, you have granted
Stratus Media Group Inc. an extension to June 19, 2009 for a reply to your
letter of May 22, 2009.

Sincerely,

/s/ Paul Feller
---------------

Paul Feller
Principal Executive Officer
</TEXT>
</DOCUMENT>

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

June 15, 2009

John Archfield
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3561
Washington, DC 20549

Re:  May 22, 2009 Letter from the SEC to Stratus Media Group Inc.
     ------------------------------------------------------------

Mr. Archfield:

As discussed and agreed with you on Monday, June 15, 2009, you have granted
Stratus Media Group Inc. an extension to July 3, 2009 for a reply to your letter
of May 22, 2009.

Sincerely,

/s/ Paul Feller
---------------

Paul Feller
Principal Executive Officer
</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

    Mail Stop 3561           May 22, 2009  via U.S. mail and facsimile

 Paul Feller, Principal Executive Officer Stratus Media Group, Inc.
8439 West Sunset Boulevard
West Hollywood, CA 90069
RE:   Stratus Media Group, Inc.
      Form 10-K, as amended for the Fiscal Year Ended December 31, 2008  Form 8-K Filed March 14, 2008  File No.:  0-24477
Dear Mr. Feller:

 We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our co mments or any other aspect of our  review.  Feel free to call
us at the telephone numbers listed  at the end of this letter.
 Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2008

Why This Amendment is Filed, page 3

1. We note that the amendment to your Annual Re port on Form 10K was filed to reflect the
restatement of your fiscal year 2007 and 2008 fi nancial statements.  Please tell us how
you considered the requirements of Item 4.02 of Form 8-K in your decision to not report

Paul Feller, Principal Executive Officer
Stratus Media, Inc
May 22, 2009 Page 2 of 10
the non-reliance on previously issued financia l statements or a related audit report or
complete interim review, on a Form 8-K.
 Item 6. Selected Financial Data, page 17

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

3. We note that you present condensed summary financial information for 2004 and that
you did not provide an audit re port covering such period in your Form 8-K filed March
14, 2008.  Please label the 2004 financia l information as “unaudited”.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 18
 Critical Accounting Policies, page 19

 Goodwill and Intangible Assets, page 20

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 approximatel y 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 Critic al Accounting Policies regarding your
impairment testing policy.  Specifically, we believe you should provide the following
information:

a) Describe the methodology used to as sign goodwill to your reporting units.
Specifically, describe how your reporting units were identified, how goodwill is allocated to reporting units, and whether there have been recent changes in the number of reporting units, or the manner in  which goodwill is allocated.  See Section
II.L.5 of our Current Accounting and Di sclosure Issues in the Division of
Corporation Finance (as upda ted November 30, 2006) at
http://www.sec.gov/divisions/corpf in/cfacctdisclosureissues.pdf
.

b) Disclose the date on which your annual impairment test is conducted, and if you
conducted additional tests throughout the year as a result of impairment indicators.
 c) You disclose, on page 32, your use of a discounted future cash flow method to
estimate the fair value of your events a nd card operations.  Expand your disclosures
to include quantitative and qualitative disc losure of the material assumptions used

Paul Feller, Principal Executive Officer
Stratus Media, Inc
May 22, 2009 Page 3 of 10
under this method.  For each of your re porting units you should disclose the
following at a minimum:

1) how cash flows were determined, includ ing your assumed growth rates, period
of assumed cash flows and your determ ination of the terminal value,
 2) the discount rates for each reporti ng unit and how those discount rates were
determined,   3) your consideration of any market risk premiums, and

4) the sensitivity of your estimates to ch ange based on other outcomes that are
reasonably likely to occur

e) To the extent it is reasonably possible an impairment charge to goodwill will be
recorded in the future, please provide a ta ble showing the carrying value and the fair
value of each reporting unit for which an impairment is reasonably possible.
 f) Please confirm to us that the sellers of St ratus Rewards, LLC were parties that were
unrelated to you.

You may refer to SEC Release No. 33-8098 and SEC Release No. 33-8350 for further
guidance on Critical Accounting Polic ies disclosure within MD&A.

5. Taking into consideration the circumstances that cau sed 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 progra m has not been obtained, tell us whether
you first tested your Stratus Rewards long-live d assets subject to amortization pursuant
to SFAS 144.  If you did test you r long-lived assets for impairment, revise to disclose the
results of your test, how you group your long-lived assets for purposes of testing for impairment, and explain to us why an impa irment charge was not recognized.  If you
have not tested your long-lived  assets for impairment, explain to us why not.  Refer to
paragraph 8 of SFAS 144 for additional guidance.

Summary of Contractua l Obligations, page 23

6. Please revise your contractual ob ligations table here and in No te 16 to include the future
maturities of all of your known contractual ob ligations, including any estimated future
interest payable on such oblig ations, as of December 31, 2008.  In this regard, we note
that your table excludes certain current cont ractual obligations that are shown on your
balance sheet and appear to meet the disc losure requirements of Item 303(a)(5) of
Regulation S-K, such as accrued interest, loans payable to shareholders, current portion
of notes payable-related parties, notes payabl e and event acquisition liabilities.  You may

Paul Feller, Principal Executive Officer
Stratus Media, Inc
May 22, 2009 Page 4 of 10
also refer to paragraph 10 of SFAS 47 fo r disclosure requirements of recorded
obligations.  Alternatively, tell us why you do not believe such disclosure is required.

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 obligati on 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 co ntractual 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.
 Item 8. Financial Statements and Supplementary Data, page 25

8. We note, on page 3, that you restated your fiscal year 2007 and 2008 financial
statements.  Please tell us how you consider ed paragraphs 25-26 of SFAS 154 for the
correction of an error in previously  issued financial statements.
 Report of Independent Registered Public Accounting Firm, page 25

9. We note, on page 3, that you restated your fiscal year 2007 and 2008 financial
statements.  We further note that the aud it report was reissued, in your Form 10-K/A
(Amendment No. 1), with the original re port date of April 13, 2009.  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 w ith your restated financial
statements.
 Notes to Financial Statements, page 30

10. Please expand your footnotes to describe the nature of the following line items:

ƒ Deferred salary of $1,545,512 and $0 as of December 31, 2007 and 2008, respectively;
ƒ Accrued expense – legal judgment of $430,895 and $65,316 as of December 31, 2007 and 2008, respectively;
ƒ Line of credit of $68,041 and $0 as of December 31, 2007 and 2008, respectively;
and
ƒ Other (income)/expense of $(380,659) and $(99,315) for the fiscal years ended
December 31, 2007 and 2008, respectively

Paul Feller, Principal Executive Officer
Stratus Media, Inc
May 22, 2009 Page 5 of 10   Note 3. Basis of Presentation and Sign ificant Accounting Policies, page 30

Net Loss Per Share, page 32

11. We note, on page 27, your basic and dilute d weighted average number of shares
outstanding of 53,959,831 and 48,845,906 for the fi scal years ended December 31, 2008
and 2007, respectively.  Please revise to disclo se the securities that  could potentially
dilute basic EPS in the future that were not  included in the com putation of diluted EPS
because to do so would have been antidil utive for the periods presented.  Refer to
paragraph 40 of SFAS 128.

Note 7,  Goodwill and intangible assets, page 35

12. Please disclose the intangible assets by class.  In other words, disclose the amounts assigned to goodwill, tradenames, licensing rights, etc.

13. Please tell us when you acquired each of the intangible assets by event and tell us why
you believe each intangible asset is recoverabl e.  We note on page 4 that most of the
properties have never been activated by the Company, require the payment of additional
amounts to complete the acquisitions, or have not generated revenues in the last two
years and require reactivation.  Refer to  paragraph 8 of SFAS 144 for additional
guidance.

Note 5. Acquisition of Stratus Rewards, page 35

14. We note your disclosure that despite the inac tive status of Stratus Rewards, the Company
believes that the brand and value of the busine ss remains intact and will increase in value
with the addition of a new sponsoring bank, and accordingly, the Company has not recorded any impairment of the carrying va lue on its financial statements.  Please
reconcile this statement to  the $1.0 million goodwill impairment you recorded for Stratus
Rewards, as of December 31, 2008, or re vise your disclosure as necessary.

Note 10. Notes Payable to Related Parties, page 37

15. We note your $1.0 million note payable and, in Note 9, your $767,488 loan payable to
your President.  Please revise your footnotes to include the following disclosures for each
of these significant related party debt obligations, as applicable:

ƒ The interest rates, whether secured or unsecured, priority, or any subordinate
features;
ƒ Any restrictive covenants (e.g. restrictions  on additional borrowings, obligations to
maintain minimum working capital or re strict dividends) and assets mortgaged,
pledged, or otherwise subject to lien pursuant to paragr aphs 18-19 of SFAS 5; and

Paul Feller, Principal Executive Officer
Stratus Media, Inc
May 22, 2009 Page 6 of 10
ƒ Any subjective clauses in long-term debt agreements that may accelerate the due date, unless acceleration is remote pe r FASB Technical Bulletin 79-3;

Note 12. Event Acquisition Liabilities, page 38

16. Please provide us with a detailed descrip tion of the nature of your Concours on Rodeo
and Core Tour/Action Sports Tour event acquisition liabilities of $430,043 and
$483,717, respectively, as of December 31, 2008.  Please also advise us of the following with respect to these events:

ƒ Confirm to us that you have acquired and main tain the rights to each of these events;
ƒ Given your disclosure on page 4, that mo st of the Event Properties require the
payment of additional amounts to complete the acquisitions  (such as the Core Tour
alternative sports events), confirm to us that the completion of the above acquisitions
is not contingent upon settl ing these liabilities;
ƒ Tell us if the $482,126 “Core Tour” judgment, disclosed on page 34, is included in the $483,717 Core Tour/Action Sports Tour  event acquisition liability as of
December 31, 2008;
ƒ Tell us if you paid the $482,126 in cash to th e previous owners of the “Core Tour” by
December 31, 2008; and
ƒ If you did not make the $482,126 cash payment by December 31, 2008, tell us the consequences of not making this payment, if any.

17. We note that in connection with the Snow a nd Ski Tour asset impairment you also wrote
off the related acquisition liability of $240,000.  We further note, on page 22, that you wrote off accounts payable related to even ts canceled in 2004 and 2005 of $20,642 and
$560,549 in the fiscal years ended December 31, 2008 and 2007, respectively.  Please provide us with a detailed description of the nature of these liabili ties that you wrote off
in 2007 and 2008, and tell us how you satisfied  the conditions in paragraph 16 of SFAS
140 to extinguish the liability.

Note 15.  Shareholders’ Deficit, page 38

Warrants, page 39

18. We note on page 40 that you classified the wa rrants as a liability on the balance sheet,
which requires that they be carried at fair value with changes in fair value reported in
your statement of operations.  Please disclose the amount of the liability as of December
31, 2007 and 2008, how you determined the fair va lue of the liability  to include the
assumptions made, the amount reported in your statement of operations and where you
have classified such amount.

Paul Feller, Principal Executive Officer
Stratus Media, Inc
May 22, 2009 Page 7 of 10   Note 17. Segment Information, page 41

19. We note the March 14, 2008 revers e merger with Pro Sports & Entertainment, Inc. and
your August 15, 2005 acquisition of Stratus Rewards, LLC, on page 3, and your November 2000 acquisition of Pro Sports Tale nt Management on page 6.  We also note
the Event and Stratus revenues and cost of re venues you separately disclose on the face
of your Statements of Operat ions on page 27.  Please tell us how you determined both
your operating segments and reportable segmen ts, and how you considered the disclosure
requirements for your reportable segments pursuant to SFAS 131.

Note 18. Quarterly Results (Unaudited), page 42

20. We note that the sum of your fiscal year 2008 quarterly operating lo sses, shown in your
table, is $990,000.  We furt her note, on page 27, your fiscal year 2008 loss from
operations of $2,006,093.  Please revise your qua rterly results tabl e as appropriate.

Item 9A(T). Controls and Procedures, page 44

21. Please tell us if your acting CFO also partic ipated in the evaluation of, and conclusions
on, the effectiveness of your disc losure controls and procedures , and internal control over
financial reporting, as re quired by Item 307 and Item 308T of Regulation S-K,
respectively.  If so, please revise you r corresponding evaluation and conclusion
disclosures to also include your  CFO.  You may also refer to Exchange Act Rule 13a-15
for the participation requirements of your  certifying officers (i.e . principal executive
officer and principal financial officer).
 Evaluation of Disclosure Cont rols and Procedures, page 44

22. Please revise your disclosure to include the entire definition of disc losure controls and
procedures, as set forth in Ex change Act Rule 13a-15(e).

23. It appears that you did not file your Decem ber 31, 2007 audited financial statements
within your Form 8-K filed on March 14, 2008 or an amended Form 8-K that reports
your reverse merger, and that these audited fi nancial statements were not filed until you
filed your December 31

CORRESP
1
filename1.htm

    October
      9, 2008

    Mr.
      John
      T. Archfield, Jr.

    United
      States Securities and Exchange Commission

    Division
      of Corporate Finance

    100
      F
      Street, N.E., Mail Stop 3561

    Washington,
      DC 20549

            Re:

              Item
                4.01 Form 8-K filed August 5, 2008, file number
                000-24477

    Mr.
      Archfield:

    As
      requested in your letter to us of August 6, 2008, in connection with responding
      to your comments regarding the above and the subsequent amendment to such filing
      (together the “Filings”), we hereby acknowledge that:

              1.

              Stratus
                Media Group, Inc. (“Company”) is responsible for the adequacy and accuracy
                of the disclosure in the Filings;

              2.

              Staff
                comments or changes to disclosure in response to staff comments do
                not
                foreclose the U.S. Securities and Exchange Commission (“Commission”) from
                taking any action with respect to the Filings:
                and

              3.

              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.

    I
      apologize for the delay in furnishing you with this letter.

    Sincerely,

    /s/
      Paul Feller

    Paul
      Feller

    President
      and Chief Executive Officer

    Stratus
      Media Group, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0306

     DIVISION OF
CORPORATION FINANCE

             Mail Stop 3561
October 10, 2008
 Mr. Paul Feller Chief Executive Officer Stratus Media Group, Inc. 8439 Sunset Boulevard, 3
rd Floor
West Hollywood, CA

Re:  Stratus Media Group, Inc.
 Item 4.01 Form 8-K/A  Filed October 06, 2008  Response Letter Dated October 09, 2008
File No. 000-24477

 Dear Mr. Feller:   We have completed our review of your Form 8-K and related filings and have no further comments at this time.           S i n c e r e l y ,
Ryan C. Milne Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

      DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
August 6, 2008
 Mr. Paul Feller Chief Executive Officer Stratus Media Group, Inc. 8439 Sunset Boulevard, 3
rd Floor
West Hollywood, CA

Re:  Stratus Media Group, Inc.
 Item 4.01 Form 8-K  Filed August 5, 2008
File No. 000-24477

 Dear Mr. Feller:
 We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us with more information so we may better understand your disclosure. After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.   1. Please disclose whether there were any disagreements with your former
accountant in the interim period from your fiscal year end December 31, 2007 through the date of dismissal on July 30, 2008.  In the event of disagreement(s), provide the disclosures required by Item 304 (a)(1)(iv) of Regulation S-K.
 2. Please obtain and file an updated letter from your former accountant, indicating
whether they agree with your disclosures in your amended Form 8-K.

*    *    *    *

Mr. Paul Feller
Stratus Media Group, Inc. August 6, 2008 Page 2
As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will respond. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company 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 connection with responding to our comments, please provide, in writing, a statement from the company 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Paul Feller
Stratus Media Group, Inc. August 6, 2008 Page 3

 You may contact John Archfield at  (202) 551-3315, if you have questions
regarding comments on the filing and related matters. Please contact me at (202) 551-3688 with any other questions.

         S i n c e r e l y ,            R y a n  C .  M i l n e
Accounting Branch Chief