August 23, 2019

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

       Re: Troika Media Group, Inc.
           Draft Registration Statement on Form S-1
           Filed on August 1, 2019
           CIK No. 0001021096

Dear Mr. Machinist:

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

Draft Form S-1 filed August 1, 2019

Proposed Acquisition, page 3

1.     Please provide financial statements and related pro forma information
for YellowHammer
       Media Group, Inc. with your next amendment or tell us why you are not
required to do
       so. Refer to Rules 8-04 and 8-05 of Regulation S-X.
We rely on senior management and key personnel to grow our business., page 12

2.     Please revise to identify the senior management and key personnel upon
whom you rely to
       grow your business.
 Robert Machinist
FirstName LastNameRobert Machinist
Troika Media Group, Inc.
Comapany NameTroika Media Group, Inc.
August 23, 2019
August 23, 2019 Page 2
Page 2
FirstName LastName
Special Note Regarding Forward-Looking Statements, page 21

3.       Please revise to delete the references to the Safe Harbor Provisions,
insofar as they are
         inapplicable to initial public offerings such as yours, as well as to
issuers of penny stocks.
         Please similarly revise at page 31.
Legal Proceedings, page 42

4.       We note your disclosure of a dispute with the co-founders of Mission
Media and that "the
         Company discovered significant financial discrepancies in the
financial statements
         delivered at the closing of the Mission Acquisition." Please disclose,
in detail, the nature
         of these financial discrepancies and quantify the amounts involved.
Also, tell us if your
         anticipate making, or have made, material adjustments to your
financial statements as a
         result of your investigations.
Summary Compensation Table, page 50

5.       Please update to include executive compensation disclosures for your
most recently
         completed fiscal year.
Legal Proceedings Concerning Robert DePalo, page 54

6.       Please revise to identify "SPHC," and to explain its relationship to
the company.
Experts, page 65

7.       Please identify the auditor of Mission as an expert and file as an
exhibit to your Form S-1
         a currently dated, signed consent from the auditor for the use of
their reports.
Financial Statements
Note 2 - Acquisitions
Mission Group, page F-16

8.       Provide a pro forma income statement, prepared in accordance with Rule
8-05 of
         Regulation S-X, to give effect to the acquisition of Mission.
General

9.       We note that you cite to industry research for information and
statistics regarding digital
         media and internet advertising. Please provide us with marked copies
of any materials
         that support these and other third party statements, clearly
cross-referencing a statement
         with the underlying factual support. Confirm for us that these
documents are publicly
         available. Tell us whether any of the reports were prepared for you or
in connection with
         the offering. We note, by way of example only, the reference to
statistics attributed to
         Kleiner Perkins on page 5, and to Magna at page 35.
 Robert Machinist
Troika Media Group, Inc.
August 23, 2019
Page 3

        You may contact Charles Eastman, Staff Accountant, at 202-551-3794, or
Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361,if you have questions
regarding
comments on the financial statements and related matters. Please contact Paul
Fischer, Staff
Attorney, at 202-551-3415, or Celeste M. Murphy, Legal Branch Chief, at
202-551-3257, with
any other questions.



                                                          Sincerely,
FirstName LastNameRobert Machinist
                                                          Division of
Corporation Finance
Comapany NameTroika Media Group, Inc.
                                                          Office of
Telecommunications
August 23, 2019 Page 3
cc:       Elliot Lutzker
FirstName LastName