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                             July 22, 2020

       Robert Machinist
       Chief Executive Officer
       Troika Media Group, Inc.
       101 S. La Brea Avenue
       Los Angeles, CA 90036

                                                        Re: Troika Media Group,
Inc.
                                                            Amendment No. 7 to
Draft Registration Statement on Form S-1
                                                            Submitted July 21,
2020
                                                            CIK No. 0001021096

       Dear Mr. Machinist:

             We have reviewed your amended draft offering 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 providing the requested
information and either submitting
       an amended draft offering statement or publicly filing your offering
statement on EDGAR. 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 draft offering statement or filed offering statement and the
information you provide in
       response to these comments, we may have additional comments.

       Form S-1/A DRS filed July 21, 2020

       Capitalization, page 31

   1.                                                   We note that you have
included the entire amount of proceeds from the Offering in the
                                                        Common Stock line item
in the As Adjusted column. Please revise the As Adjusted
                                                        column to reflect the
common stock par value of $0.001 per share for the 3,333,333 shares
                                                        to be sold in the
offering with the remainder of the proceeds reflected as an increase in
                                                        Additional
paid-in-capital.
       Dilution, page 32

   2.                                                   We note that your
disclosure of Net tangible book value per share includes retroactive
                                                        effect to the issuance
of shares upon conversion of loans and the intended 1 for 15 reverse
                                                        stock split. Please
revise the dilution table to include per share amounts on both an
                                                        historical basis and
separately disclose pro forma net tangible book value per share
 Robert Machinist
Troika Media Group, Inc.
July 22, 2020
Page 2
       assuming the conversion of loans and reverse stock split.
Financial Statements
Note 1 - Presentation of the Financial Statements
Recent Accounting Pronouncements, page F-5

3.     Please revise the disclosure on pages F-11 and F-16 of the amount of
right-of-use assets to
       agree with the amount presented on the balance sheet or tell us the
reason for the
       difference.
Risks and Uncertainties, page F-5

4.     We note you state that "the consolidated fiscal year 2022 forecast for
the combined entity
       is $1.8 million in adjusted EBITDA." Please provide all disclosures
required pursuant to
       Article 11 of Regulation S-X for this forecast or alternatively revise
to delete disclosure of
       any type of forecast.
        You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349 or
Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.



                                                              Sincerely,
FirstName LastNameRobert Machinist
                                                              Division of
Corporation Finance
Comapany NameTroika Media Group, Inc.
                                                              Office of
Technology
July 22, 2020 Page 2
cc:       Elliot Lutzker
FirstName LastName