SecProbe.io

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

        September 21, 2010  Xiaoya Zhang
President and Chief Financial Officer
AirMedia Group Inc. 17/F, Sky Plaza No. 46 Dongzhimenwai Street, Dongcheng District Beijing 10027 People’s Republic of China
Re:  AirMedia Group Inc.
Form 20-F for Fiscal Year Ended December 31, 2009 Filed May 28, 2010 File No. 001-33765

Dear Mr. Zhang:

We note that you conduct substantially all of your  operations outside of the United States.
In order to enhance our understa nding of how you prepare your financial statements and assess
your internal control over financial reporting, we ask that you provide us with information that
will help us answer the following questions.

How do you evaluate and assess internal control over financial reporting?

Please describe the process you used to determ ine whether internal control over financial
reporting effectively considered c ontrols to address financial repor ting risks that are relevant to
all locations where you have operations.

If you have an internal audit f unction, please describe it and explai n how, if at all, that function
impacted your evaluation of your intern al control over fina ncial reporting.

How do you maintain your books and records and prepare your financial statements?

If you maintain your books and records in accordance with US GAAP, describe the controls you
maintain to ensure that the activities you conduct and the tran sactions you consummate are
recorded in accordance with US GAAP.    If you do not maintain your books and records in  accordance with US GAAP, tell us what basis
of accounting you use and describe the proce ss you go through to convert your books and
records to US GAAP for SEC reporting.  Describe  the controls you maintain to ensure that you
have made all necessary and appropriate adju stments in your convers ions and disclosures.

Xiaoya Zhang
AirMedia Group Inc.
September 21, 2010 Page 2
Who is involved in your financial reporting?

We would like to understand more about the background of the people who are primarily
responsible for preparing and s upervising the preparation of your financial statements and
evaluating the effectiveness of your internal cont rol over financial reporting and their knowledge
of US GAAP and SEC rules and regulations.  Without identifying people by name, for each
person, please tell us:

• what role he or she takes in preparing your financial statements and evaluating the
effectiveness of your internal control;
• what relevant education and ongoing training he or she has had relating to US GAAP;
• the nature of his or her contractual or other relationship to you;
• whether he or she holds and maintains any pr ofessional designations such as Certified
Public Accountant (US) or Cert ified Management Accountant; and
• about his or her professional experience, including experience in preparing and/or
auditing financial statements prepared in accordance with US GAAP and evaluating
effectiveness of internal cont rol over financial reporting.
 If you retain an accounting firm or an organiza tion to prepare your financial statements or
evaluate your internal control over financial re porting, please tell us:

• the name and address of the acc ounting firm or organization;
• the qualifications of their employees who perform the services for your company;
• how and why they are qualified to prepare your financial statemen ts or evaluate your
internal control over financial reporting;
• how many hours they spent last year performing these services for you; and
• the total amount of fees you paid to each accounting firm or organization in connection
with the preparation of your financial statemen ts and in connection wi th the evaluation of
internal control over financial reporting fo r the most recent fiscal year end.

If you retain individual s who are not your employees to prep are your financial statements or
evaluate your internal control ov er financial reporting, without pr oviding us with their names,
please tell us:

• why you believe they are qualifie d to prepare your financial st atements or evaluate your
internal control over financial reporting;
• how many hours they spent last year performing these services for you; and
• the total amount of fees you paid to each indivi dual in connection with the preparation of
your financial statements and in connection wi th the evaluation of internal control over
financial reporting for the most recent fiscal year end.

Xiaoya Zhang
AirMedia Group Inc. September 21, 2010 Page 3
Do you have an audit committee financial expert?

We note that you have identified an audit comm ittee financial expert in your filing.  Please
describe his qualifications, including the extent of his knowledge of US GAAP and internal control over financial reporting.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  After reviewing the information you provide in response to these co mments, we may have additional comments.
Please file all correspondence over EDGAR.  You may contact Rahim Ismail, Staff Accountant,
at (202) 551-4965 or Kyle Moffatt, Accountant Branch Chief, at (202) 551-3836 if you have questions regarding these comments.  Please contact me at (202) 551-3810 with any other
questions.
     S i n c e r e l y ,
Larry Spirgel Assistant Director