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CORRESP
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CORRESP

[Letterhead of AirMedia Group Inc.]

November 18, 2010

VIA EDGAR AND FACSIMILE

Larry Spirgel, Assistant Director

Kyle Moffatt, Accountant Branch Chief

Rahim Ismail, Staff Accountant

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    AirMedia Group Inc. (the “Company”)

Form 20-F for Fiscal Year Ended December 31, 2009 (“2009 20-F”)

Filed May 28, 2010

File No. 001-33765

Dear Mr. Spirgel, Mr. Moffatt and Mr. Ismail:

This letter sets forth the Company’s response to the comments contained in the letter
dated September 21, 2010 from the staff of the Securities and Exchange Commission (the “Staff”)
regarding the 2009 20-F. The comments are repeated below and followed by the response thereto.

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

Please describe the process you used to determine whether internal control over financial reporting
effectively considered controls to address financial reporting risks that are relevant to all
locations where you have operations.

If you have an internal audit function, please describe it and explain how, if at all, that
function impacted your evaluation of your internal control over financial reporting.

Company response:

The Company is headquartered in Beijing, China and currently has offices in some other major cities
in China where we maintain our sales network, such as Shenzhen, Xi’an, Tianjin and Wenzhou.
Offices at these other locations are all operational units, and all accounting records and
financial closing and reporting functions are centrally handled by the financial department at the
Company’s headquarters in Beijing.

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Internal control over financial reporting

The Company has established and maintained its internal control over financial reporting according
to the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework, which
includes five key components of the control environment, risk assessment, control activities,
information and communication, and monitoring. Our internal control over financial reporting is a
process that is designed to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of financial statements in accordance with U.S. GAAP for
financial reporting to the public.

These controls include policies and procedures relating to both entity-wide processes and
activities and controls over detailed processes.

Control Environment: On the entity-wide control, we establish the “tone at the top” by
demonstrating a commitment to character, integrity, and high ethical values through our attitudes
and actions. The Company has adopted a Code of Business Conduct and Ethics for all employees
regarding acceptable business practices, conflicts of interest, and expected standards of ethical
behavior, which was approved by the board of directors. As part of the Company’s new hire
orientation, all new employees are required to sign an acknowledgement indicating that they have
read and understand the Code of Business Conduct and Ethics. The signed acknowledgement is
maintained by our human resources department in the respective employee file. An actively
involved audit committee understands and exercises oversight responsibility over financial
reporting and the internal control over financial reporting process. The audit committee meets at
least once each quarter. Meetings are held in advance of each earnings release and filing of the
annual report with the SEC. The Company retains individuals competent in financial reporting and
related oversight roles. In addition, for anti-fraud purposes, the Company has also established
whistle blowing procedures, which include a hotline and an email account monitored by the
compliance staff, to exclusively receive any complaints regarding potential fraud activities.

Risk Assessment: The management of the Company is in charge of specifying the financial reporting
objectives with sufficient clarity and criteria to enable the identification of risks to reliable
financial reporting. Financial reporting objectives include preparing financial statements for
external purposes that are fairly presented in conformity with US GAAP. The Company has policies
and procedures in place to ensure timely and proper identification of business risks relevant to
financial reporting objectives, including the risks of material misstatement in significant
accounts and related potential errors in the financial statements and other disclosure. Regular
executive staff meetings are held to discuss current development, sales, risks and other factors
relevant to the Company. These meetings generally occur on a monthly basis and include the
Company’s Chief Executive Officer (the “CEO”) and all vice presidents (“VPs”). The Company has
required all members of its senior management team to complete risk evaluation questionnaires or
hold risk evaluation discussion meetings at least annually. These meetings are held more
frequently if an event has occurred or circumstance has changed that may indicate new risk
factors. Questionnaire or discussion results are summarized and analyzed in a risk evaluation
report. The corresponding risk evaluation policy and mechanism to avoid or solve the identified
risks have been set up based on the risk evaluation report. The board of directors establishes and
approves new policies to address new risks, if any new risk factors are identified. In addition,
industrial risks or business risks are discussed during board meetings or communicated regularly
among board members and senior management if necessary.

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Control Activities: All the business cycle control procedures are applied to all subsidiaries and
variable interest entities (“VIEs”) of the Company wherever located to ensure unity and integrity
of the operation. Under such condition, business control procedures relating to financial
reporting control objectives are standardized and centralized among different subsidiaries and
VIEs. Control activities across the Company entities are also reflected at all levels of the
entity, including individual operating units and business processes, such as well defined approval
hierarchy of each transaction, segregation of duties, etc. For financial reporting purposes,
management identifies risks relevant to the preparation of financial statements in accordance with
US GAAP, analyzes them, and decides upon actions to manage them. Appropriate segregation of duties
is achieved in the financial department. Although the Company has offices at different locations,
they are all operational units, which do not hold any financial booking and reporting functions,
and all accounting records and financial closing and reporting functions are centrally handled by
the financial department at the Company’s headquarters in Beijing. Accounting work includes
booking, account settling, and financial statements generation, all of which are reviewed and
double-checked by relevant senior staffs. The financial department completes the work of closing
accounts at the end of each month by using the unified financial closing checklist, which is
applied to all subsidiaries and VIEs, to ensure that all required procedures for financial closing
are implemented in the financial closing stage. The quarterly and annual financial reports are
reviewed by the disclosure committee, the audit committee and the Board of Directors prior to the
public releases of the quarterly earnings results and the filings of the annual reports on Form
20-F with the Securities and Exchange Commission (the “SEC”).

Information and communication: Furthermore, a wide range of information sources with respect to the
preparation of reliable financial statements and effective communications are in place to ensure
that relevant information is identified, captured, processed and communicated by information
systems to the appropriate individuals on a timely fashion. Different subsidiaries, VIEs and
departments communicate freely and timely under the existing information system. The Company
performs a separate assessment of information technology controls, mainly related to three areas:
change management, access management, and computer operations. Information is gathered from and
disseminated to the appropriate people on a timely basis through regular executive staff meetings
and finance team meetings. Management has responded adequately to the risks arising from
information technology by establishing and following effective general computer controls and
application controls, as well as detail process controls.

Monitoring: Finally, we monitor internal control system to assess the effectiveness of our internal
control performance over time. The Company’s management assesses the design and operation of
controls on an annual basis and takes necessary corrective actions modified for changes in
conditions. The management accomplishes monitoring of controls through ongoing activities,
separate evaluations, or a combination of the two. The Company maintains a control approval
matrix, and a signature checklist to ensure that all the approval is authorized and in accordance
with the Company’s policy. In addition, the internal audit department raises questions to different
department heads for any deficiencies noted in internal control during daily work. Proper feedback
and corrective actions have been taken depending on the decision of executives with proper
authority. The scope and frequency of separate evaluations of our internal control will be modified
depending on the outcome of the assessment of risks and the effectiveness of ongoing monitoring
procedures.

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Evaluation and assessment of internal control over financial reporting

The Company’s management adopted a top-down risk assessment (“TDRA”) framework to determine the
scope and required evidence to support management’s testing of the Company’s internal controls
under Section 404 of Sarbanes-Oxley Act of 2002 (“SOX 404”).

The management follows the TDRA hierarchical framework that involves applying specific risk factors
to determine the scope and evidence required in the assessment of internal control. At each step,
the management team uses qualitative or quantitative risk factors to focus the scope of the SOX 404
assessment effort and determine the evidence required. Key steps include:

    1.

    identifying significant financial reporting elements (accounts or disclosures)

    2.

    identifying material financial statement risks within these accounts or disclosures

    3.

    determining which entity-level controls would address these risks with sufficient
precision

    4.

    determining which transaction-level controls would address these risks in the absence
of precise entity-level controls

    5.

    determining the nature, extent, and timing of evidence gathered to complete the
assessment of in-scope controls

The Company has set up the internal audit department, which reports directly to the audit
committee. The manager of the internal audit department has access to senior management including
the Chief Financial Officer (“CFO”), President and the CEO. The internal auditors possess and
retain full, free and unrestricted access to all company activities, information, records,
personnel and physical properties relevant to the performance of audits and investigations of
fraud, potential fraud or other risks assessments.

The Company’s management team delegated to the internal audit department the responsibility of
planning and conducting audit over the control activities to complete the management assessment of
controls. The internal audit department issues the audit plan on a quarterly basis, takes account
of the risk assessment conducted by the management of the Company and performs the test of the
internal control over financial reporting on an annual basis in order to assess the effectiveness
of the design and implementation of the internal control activities over the financial reporting
process.

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The internal audit department documents how it has interpreted and applied TDRA to arrive at the
scope of controls tested. In addition, the sufficiency of evidence required (i.e., the timing,
nature, and extent of control testing) is based upon the internal auditors’ professional judgment.

The internal audit department communicates with the management of the Company on any identified
deficiency, and retests the remediation controls implemented by the management team if applicable.
Accordingly, such findings and the relevant responses of the management are reported to the audit
committee and the board of directors. With an independent internal audit function, all five key
components of the internal control over financial reporting are effectively monitored and
implemented across the Company.

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 transactions 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 process 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 adjustments in your conversions and disclosures.

Company response:

As a public company listed on the NASDAQ, we maintain our books and records in accordance with US
GAAP for our group financial reporting purpose, although we conduct substantially all of our
operations outside of the United States.

We have established the following controls in place, which can help us to ensure that the
activities we conduct and the transactions we consummate are recorded in accordance with US GAAP:

    1.

    Based on the nature of our business, we have set our significant accounting policies under US
GAAP for the purpose of preparing our consolidated financial statements under US GAAP.

    2.

    We have formulated an Accounting Manual in accordance with US GAAP, which sets out guidance
on the application of these accounting policies for day-to-day business transactions,
covering, among other things, revenue recognition, non-monetary exchanges, concession fees and
agency fees, consolidation of VIEs, acquired intangible assets, business acquisitions, net
income (loss) per share, asset impairment and share-based compensations. These major
accounting policies under US GAAP are reviewed on a regular basis by our financial reporting
team, and are updated on an as needed basis.

    3.

    Following the accounting policies and Accounting Manual under US GAAP, our accounting and
financial team prepares accounting entries for transactions they are responsible for. Their
supervisors review the journal vouchers and conduct a quality control on the appropriateness
of the accounting treatments.

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    4.

    In addition to the controls we have to ensure the proper accounting treatment under US GAAP
for our routine business transactions, we have two controls which can help to ensure that we
properly account for new business transactions as our businesses expand.

    a.

    First, our VP of Finance attends our management meetings (which are held
generally on a monthly basis and are presided by our CEO and attended by our senior
management team) together with our CFO. This gives her the chance to know what is
happening in our business, so that she can share her views about how new business
contracts and new transactions will affect the accounting treatment under US GAAP and
the financial performance of the Company before the relevant new business contracts and
transactions are executed.

    b.

    When our VP o