SecProbe.io

December 29, 2010

 Herman Man Guo Chief Executive Officer AirMedia Group Inc. 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 People’s Republic of China
Re:  AirMedia Group Inc.
Form 20-F Filed May 28, 2010 File No. 001-33765

Dear Mr. Guo:
We have reviewed your filings 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 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 a pply 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 the information you provide in
response to these comments, we may have additional comments.
General

1. We note your response to our prior comments from our letter dated September 21, 2010.
• It is unclear to us how you were able to  conclude that your internal control over
financial reporting was effective consideri ng that those primarily responsible for the
preparation of your books and records a nd financial statements, e.g. your Chief
Financial Officer, Vice President of Finan ce, Internal Audit Manager, U.S. GAAP
Reporting Manager, Accounting Manager a nd Consolidation Manager, have very
limited U.S. GAAP experience.  It is unc lear from your response whether any of
those individuals have attended any U.S. institutions or educational programs that
have provided relevant education relating to U.S. GAAP, whether any individuals
hold professional designations such as Certified Public Accountant in the U.S., and

Herman Man Guo
AirMedia Group Inc.
December 29, 2010 Page 2

whether any individuals have specific e xperience in preparing and/or auditing
financial statements in accordance with U.S. GAAP and evaluating the effectiveness
of internal control over financial repor ting.  We further note that most of your
accounting department’s professional e xperience with U.S. GAAP was solely
obtained while preparing your financ ial statements.  Please advise.

• Explain how your CFO is able to review fina ncial statements in accordance with U.S.
GAAP and take the ultimate responsibilitie s related to financial reporting and the
effectiveness of your internal control ove r financial reporti ng with no relevant
knowledge of these areas of expertise.

• Further, please provide us with more speci fic details of the aud it experience that your
Vice President of Finance obtained from only two years of au dit experience at a
public accounting firm in Hong Kong including the nature of those engagements, her
specific work on those engagements and wh ether those financial statements were
prepared in accordance with U.S. GAAP.  Si milarly provide that information for your
Internal Audit Manager and U.S. GAAP Reporting Manager with five and eight
years, respectively, of professional experien ce at a Big Four public accounting firm in
China.

• Finally, describe in greater detail the inte rnal and external accounting training that
each of the members of your accounting depa rtment has had on U.S. GAAP and SEC
rules and regulations and explain why you believe only 5-6 hours of quarterly or bi-
annual training on U.S. GAAP and SEC rules a nd regulations is sufficient to maintain
the requisite knowledge to prepare financial statements in accordance with U.S. GAAP considering most of your staff have little to no prior experience with U.S.
GAAP outside of your company.  Please note that we believe that information or
trainings provided over the internet do not  provide the relevant education and ongoing
training necessary for individuals with th e background as detailed in your response to
prepare financial statements in accordance with U.S. GAAP.

• With respect to the audit committee financia l expert, please explain to us in greater
detail why you believe he has the knowledge of U.S. GAAP and internal control over
financial reporting to be considered an “audit committee financial expert.”

2. We note that on page 24 you state that change s in laws and regulations regarding your
business licenses pose a risk to your business.   In addition, we not e that on page 37 you
disclose that your variable interest entiti es hold business licences that include operation
of an advertising business within their scope .  In your future filings please disclose
whether Shenzhen AirMedia Information Technology Co., Ltd(“Shenzhen AM”), AirMedia Technology (Beijing) Co., Ltd. (“ AM Technology”) and Xi’an AirMedia
Chuangyi Technology Co., Ltd. (“Xi’an AM”) also  have business licenses, and, if so, the
scope of such licenses.

Herman Man Guo
AirMedia Group Inc.
December 29, 2010 Page 3

We derive a significant porti on of our revenues…, page 7

3. In your future filings please quantify the adverse effect the economic slowdown has had
on the air travel industry in China.
 If we are unable to carryout  out our operations…, page 7

4. We note that on page 32 you disclose that 26 of your 115 concession rights contracts are
subject to renewal by the end of 2010.  In  your future filings please quantify the
anticipated, aggregate renewal amount of the concession cont racts that will expire during
the next twelve months.

If we do not succeed in our expansion into the business of outdoor…, page 10

5. We note your statement that you “now hold Beijing AirMedi City Outdoor Advertising
Ltd…” and that you hold a 75% interest in  Beijing DongDing Gongyi Advertising Media
Ltd.  Please revise this disclosu re to clarify that you have no direct or indirect ownership
in these entities.  Please make similar re visions throughout your annual report to avoid
the implication that you have any ownership inte rest in your variable interest entities or
their subsidiaries.

6. We note that you may be unable to obtain a ll of the necessary approvals required to
operate your outdoor media platforms.  Please provide additional context regarding this
risk so that investors may bette r assess its likelihood and severity.

If advertising regist ration certificates are not obtain ed for our airport…, page 11

7. Disclose whether you have sought the opinion of PRC counsel rega rding the likelihood
that the risk described in this  risk factor will be realized.

Dividends payable to us by our wholly-owned operating subsidiaries…, page 28

8. Please disclose how Shenzhen AM and Qi’an AM generate revenue from their
operations.
 9. Disclose whether you have sought the opinion of PRC counsel rega rding the likelihood
that you will be deemed a “PRC resident enterprise.”

We must rely principally on divide nds and other distributions…, page 21

10. Please disclose the respective registered capital of AM Technology, Shenzhen AM and
Xi’an AM.  In addition, please disclose whether AM Technology, Shenzhen AM and
Xi’an AM have made the required annual appr opriations required under PRC law.  If not,

Herman Man Guo
AirMedia Group Inc.
December 29, 2010 Page 4

please quantify any fines or penalties that these companies may be subject to as a result of non-compliance.
 History and Development of the Company, page 27

11. We note your statement that you acquired an 80 % equity interest in  Flying Dragon Media
Advertising Co., Ltd in 2008.  Pleas e clarify that you did not directly or indirectly acquire
this interest.  In addition, pl ease specify which variable interest entity or subsidiary was
the acquirer in each acquisition described in your annual report.

12. We note that the number of digital TV screens you operate in airports fell from 2,854 in
41 airports in 2008 to 2,231 in 40 airports in 2009.  Please discuss the reasons for this
decline and whether it is  indicative of a trend.
 Contractual Arrangements, page 70

13. We note that pursuant to the contractual arrangement between AM Technology and your
variable interest entities, AM Technology provides exclusive technology support and
service and technology development services in  exchange for payment from them.  These
payments should be made quarterly, subject to  yearly adjustment.  Please disclose the
aggregate amount that has been paid to AM Technology to date by your variable interest
entities pursuant to these agreements.

Consolidated Financial Statements
 Consolidated Balance Sheets, page F-2

14. We note that you have not disclosed your accounting policy for cash which is
approximately 39% of your total assets as of December 31, 2009.  Please disclose your policy in future filings and provide us with your proposed disclosures.
 Notes to Consolidated Financial Statements

1.  Organization and Principal Activities

The VIE arrangements, page F-7
15. We note that your technology support a nd service agreements and technology
development agreements provide for a “net cost-plus rate….” whic h provides that the
VIE can achieve a certain operating profit after deduction of these fees.  Please tell us in
detail how this arrangement is permissible under PRC tax law.  We note your disclosure
on page 21 that under PRC law, arrangements and transactions among related parties may be audited or challenged by the PRC tax authorit ies.  If any transactions you have entered
into among AM Technology and your variable inte rest entities are found not to be on an

Herman Man Guo
AirMedia Group Inc.
December 29, 2010 Page 5

arm’s length basis, or to re sult in an unreasonable reducti on in tax under PRC law, the
PRC tax authorities have the authority to disa llow your tax savings, adjust the profits and
losses of your respective PRC entities and assess late payment interest and penalties.  A finding by the PRC tax authorities that you are ineligible for the tax savings you achieved
would substantially increase your taxes ow ed and reduce your net income.  Please
quantify the effect of such disallowances.  Please tell us how you have concluded that the
methodology used to compute the fees under th ese agreements does not violate PRC tax
law.

14.  Income Taxes, page F-36

16. We note your disclosure on page F-39 about th e uncertainty that exists regarding how the
PRC’s current income tax law applies to your  overall operations.  Please tell us and
expand your disclosure in future filings about the nature of the uncertainties regarding
your tax position and the basis for your belief th at legal entities orga nized outside of the
PRC should not be treated as residents for pur poses of the new EIT Law.  Please quantify
the impact on your results of operatio ns if your belief is not correct.
17. We note your disclosure that you have not record ed a deferred tax liability attributable to
taxable temporary differences attributable to the excess of financial report over tax basis
because you believe the tax law provides a means by which the reported amount of that investment in subsidiary can be recovered tax-free.     Please tell us and disclose in future
filings how you plan to achieve this re sult and your basis under PRC law.
 22.   Contingent Liabilities

(a) Outdoor advertisement registration certificate, page F-51
(b) Approval for non-advertising content, page F-52
18. We note your disclosure on pages F-51 and F- 52 regarding the requirement to register
outdoor advertising locations w ith the local branches of the State Administration for
Industry and Commerce and to obtain approval from SARFT for non-advertising content.
Please expand your disclosure in Note 22 in futu re filings to quantify the potential impact
of failure to obtain the disclose d registrations and approvals.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities and Exchange Act
of 1934 and all applicable Excha nge Act rules require.  Since th e 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 disc losures that they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

Herman Man Guo
AirMedia Group Inc.
December 29, 2010 Page 6

• 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 federa l securities laws of  the United States.

You may contact Sharon Virga, accountan t, at (202) 551-3385 or Kyle Moffatt,
accountant branch chief, at (202) 551-3836 if you have questions regarding comments on the
financial statements and related matters.  Please contact Brandon Hill, attorney-advisor, at (202) 551-3268, Paul Fischer, attorney-advisor, at ( 202) 551-3415 or me at (202) 551-3810 with any
other questions.
               Sincerely,
  /s/ Larry Spirgel
 Larry Spirgel
 Assistant Director
  Fax:  Z. Julie Gao, Esq.
852-3740-4727