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CORRESP
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CORRESP

[Letterhead of AirMedia Group Inc.]

January 28, 2011

VIA EDGAR AND FACSIMILE

Larry Spirgel, Assistant Director

Brandon Hill, Attorney-advisor

Paul Fischer, Attorney-advisor

Kyle Moffatt, Accountant Branch Chief

Sharon Virga, 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. Hill, Mr. Fischer, Mr. Moffatt and Ms. Virga:

This letter sets forth the Company’s responses to the comments contained in the letter
dated December 29, 2010 from the staff of the Securities and Exchange Commission (the
“Staff”) regarding the 2009 20-F. The Staff’s comments are repeated below and each
comment is followed by the Company’s response thereto.

    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 considering that those primarily responsible for
the preparation of your books and records and financial statements, e.g. your Chief
Financial Officer, Vice President of Finance, Internal Audit Manager, U.S. GAAP
Reporting Manager, Accounting Manager and Consolidation Manager, have very limited
U.S. GAAP experience. It is unclear 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
whether any individuals have specific experience in preparing, and/or auditing
financial statement in accordance with U.S. GAAP and evaluating the effectiveness of
internal control over financial reporting. We further note that most of your
accounting department’s professional experience with U.S. GAAP was solely obtained
while preparing your financial statements. Please advise.

    •

    Explain how your CFO is able to review financial statements in accordance with
U.S. GAAP and take the ultimate responsibilities related to financial reporting and
the effectiveness of your internal control over financial reporting with no relevant
knowledge of these areas of expertise.

    •

    Further, please provide us with more specific details of the audit experience
that your Vice President of Finance obtained from only two years of audit experience
at a public accounting firm in Hong Kong including the nature those engagements, her
specific work on those engagements and whether those financial statements were
prepared in accordance with U.S. GAAP. Similarly provide that information for your
Internal Audit Manager and U.S. GAAP Reporting Manager with five and eight years,
respectively, of professional experience at a Big Four public accounting firm in
China.

    •

    Finally, describe in greater detail the internal and external accounting training
that each of the members of your accounting department has had on U.S. GAAP and SEC
rules and regulations and explain why you believe only 5-6 hours of quarterly or
biannual training on U.S. GAAP and SEC rules and 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 the background as detailed in your
response to prepare financial statements in accordance with U.S. GAAP.

Although none of the current members of the Company’s accounting and financial
reporting department is a U.S. Certified Public Accountant (“CPA”), based on
the facts set forth below, the Company believes its team is equipped with the
appropriate level of knowledge on U.S. GAAP and SEC rules and regulations from their
past educational background, work experiences and continuing professional education
in relation to U.S. GAAP and SEC rules and regulations.

2

In addition to the information the Company has provided in its responses, dated
November 12, 2010 (the “Previous Response”), to the Staff’s comments dated
September 21, 2010, the Company would like to provide the Staff with the following
additional supporting information to address each of the four bullet point questions
above:

The Company’s former chief financial officer (“CFO”), Mr. Conor Yang,
resigned from the Company as the CFO on March 10, 2010. He had
conducted his review on the Company’s draft financial statements prepared under
U.S. GAAP before he left the Company and before the Company’s financial results for
the quarter ended December 31, 2009 and year ended December 31, 2009 were released on
March 3, 2010. During the 2009 fiscal year, Mr. Yang, as the Company’s CFO,
satisfied his responsibilities in overseeing the Company’s financial reporting under
U.S. GAAP and the Company’s internal controls over financial reporting for the whole
year.

Mr. Yang joined the Company in March 2007 and led the Company’s financial and
accounting team during its initial public offering process. Before joining the
Company, he had occupied various executive roles in several companies, including more
than four years as the CFO for the Asia Pacific region of another U.S.-listed
company, where his primary responsibilities included the preparation and reviewing of
financial statements under U.S. GAAP. In this capacity, Mr. Yang spent a significant
amount of time working on accounting treatment under U.S. GAAP, reported directly to
the global CFO, and routinely discussed U.S. GAAP issues with external auditors.
While working as the Company’s CFO, Mr. Yang continually interacted with the
Company’s financial team and discussed U.S. GAAP-related issues with the relevant
team members, educating them in the process. Mr. Yang has led the Company’s
financial team in setting up a strong foundation for the Company’s financial
reporting and internal control over financial reporting since the Company became
public in November 2007.

The Company’s President and co-founder, Xiaoya Zhang, took over as the Company’s
interim CFO after Mr. Yang resigned, and completed the necessary review processes
that were required before the Company’s annual report on Form 20-F for the year ended
December 31, 2009 was filed. Mr. Zhang has basic knowledge about U.S. GAAP reporting
requirements from working for the Company and reviewing the Company’s financial
statements, and leads a team that includes the Vice President of Finance and U.S.
GAAP Reporting Manager (whose qualifications are discussed below) to ensure that the
Company’s financial statements are prepared in accordance with U.S. GAAP. Like many
CFOs, Mr. Zhang overseas the U.S. GAAP reporting process and internal controls
assessment at a higher level, and is intimately familiar with the key operations of
the Company’s business operations.

As disclosed in a press release dated January 28, 2011, Mr. Zhang has resigned
as the Company’s president, interim CFO and director of the board, effective as of
February 1, 2011, to pursue other entrepreneurial opportunities. The Company has
appointed Ms. Ping Sun as the CFO, effective February 1, 2011. A brief description
of Ms. Sun’s background is included in the press release, which will be furnished on
a Form 6-K via EDGAR.

3

The Company’s Vice President of Finance has been a member of the Association of
Chartered Certified Accountants (“ACCA”) in the United Kingdom since 1997. For
ACCA members, the examination for Financial Accounting and Financial Reporting is based on
International Financial Reporting Standards (“IFRS”). She has attended continuing
education for five
years and became a fellowship member of ACCA (FCCA) in 2002. Prior to working for
the Company, the Vice President of Finance had worked as the Financial Controller for a
subsidiary of Hutchison Whampoa for over three years. Hutchison Whampoa is one of the
largest listed companies in Hong Kong. In her capacity as Financial Controller there, she
took primary responsibility for the preparation of financial statements under Hong Kong
Financial Reporting Standards (“HKFRS”) and for the establishment of internal
controls over financial reporting. Her understanding of both IFRS and HKFRS provided her
with a solid foundation upon which she developed her knowledge of the applicable
accounting standards under U.S. GAAP. Prior to her role as a Financial Controller, she
worked for two years at a Big Four accounting firm, working primarily on audit engagements
in which the financial statements were prepared in accordance with HKFRS. Although she
did not participate in U.S. GAAP audit engagements as an auditor with the Big Four public
accounting firm, she gained her knowledge and experience in the U.S. GAAP and SEC
reporting through: (i) her educational background and relevant work experience within the
respective IFRS and HKFRS frameworks have enabled her to learn U.S. GAAP concepts
efficiently; (ii) her past primary responsibilities of preparing financial statements
under U.S. GAAP in connection with the Company’s initial public offering have provided her
with hands-on U.S. GAAP financial reporting experience; and (iii) she has attended a
number of external trainings offered by Big Four accounting firms about U.S. GAAP and the
differences between U.S. GAAP and IFRS and SEC reporting updates, including a two-day
onsite training on U.S. GAAP rules that are important and relevant to the Company,
quarterly U.S. GAAP training covering updates on FASB, SEC rules and regulations and tax
rules as well as various topics relevant to US registrants with significant operations in
the PRC which includes revenue recognition, VIE arrangements, share-based compensation,
business combinations and purchase price allocation, earning per share calculation and
impairment of long-lived assets and goodwill, among others. Furthermore, she has been
able to learn U.S. GAAP and keep herself updated on developments in U.S. GAAP through
using the electronic technical library software that the Company subscribed from a Big
Four accounting firm, as well as through self-learning and on-the-job experience.

The Company’s U.S. GAAP Reporting Manager is a member of the Chinese Institute
of Certified Public Accountants (“CICPA”), which provided her with a solid
foundation of accounting knowledge upon which she has developed her U.S. GAAP
knowledge effectively and efficiently. During her eight years of professional
experience in auditing, she worked at one of the Big Four public accounting firms in
China for nearly five years from 2004 to 2009, where she primarily focused on
auditing financial statements prepared under U.S. GAAP, including the audit of one
U.S. registrant and four privately owned entities that prepared financial statements
under U.S. GAAP for the purpose of external financing. She was required to obtain
the appropriate accreditation to work on audit engagements under U.S. GAAP through:
1) the required annual in-house training programs (approximately 40 hours per year)
and on-line training programs (of various lengths) on U.S. GAAP accounting standards,
SEC rules, auditing technical practices, independence and ethics updates and FCPA
updates, among others, and 2) work experience under supervision. In her last two
years at the public accounting firm, she was the senior team
member in charge of a U.S.-listed client where her primary responsibilities
included the completion of the client’s quarterly reviews and annual audits of the
financial statements as well as the testing and evaluation of internal controls over
financial reporting. In her last three years working at the Big Four public
accounting firm, she had accumulated, on average, more than 1,200 working hours
annually on audits of entities that prepared their financial statements in accordance
with U.S. GAAP.

4

The Company’s Internal Audit Manager is also a member of the CICPA. During her
five years of professional experience in auditing, she also worked at one of the Big
Four accounting firms in China for four years from 2006 to 2010. In this capacity,
her primary duties included the auditing of financial statements prepared in
accordance with IFRS and the auditing of internal controls over financial reporting
under Section 404 of the Sarbanes-Oxley Act (“SOX 404”). She worked on the
audit of a company dual-listed on the Hong Kong Stock Exchange and the New York Stock
Exchange for the years ended December 31, 2006, 2007 and 2008. As one of the senior
members of the engagement team, she was in charge of, and took primary responsibility
for, the overall management of the fieldwork audit, including: (i) the
identification of internal control deficiencies; (ii) the audit of interim and annual
financial statements prepared in accordance with IFRS; and (iii) discussions with the
client on audit and internal control-related matters. In addition, the significant
time she spent working on the testing of internal controls over financial reporting
gave her experience with SOX 404 requirements and the auditing standards of the
Public Company Accounting Oversight Board (“PCAOB”). While she worked at the
Big Four public accounting firm, she attended the internal training courses on U.S.
GAAP knowledge and comparison between U.S. GAAP and IFRS. Also, she was required to
complete online training on U.S. GAAP technical updates periodically, which provided
her with a solid foundation to develop her knowledge of U.S. GAAP.

With regard to continuing professional education, the Company’s U.S. GAAP Reporting
Manager and Vice President of Finance both participate in quarterly training updates
provided by a Big Four public accounting firm to CFOs, financial controllers, and U.S.
GAAP reporting managers. The Company’s core financial reporting team has participated in
almost all such training sessions since early 2007. These instructor-led classroom
training sessions generally take about three to four hours each and provide updates
regarding, among other things, U.S. GAAP, current accounting issues, and SEC rules and
regulations.

In addition, the Company’s U.S. GAAP Reporting Manager closely follows the FASB
Accounting Standards Updates, changes in SEC rules and regulations and updates regarding
Sarbanes-Oxley Act issues and other various regulatory standards that affect matters
related to the Company’s financial reporting.

5

Furthermore, like the Company’s Vice President of Finance, the U.S. GAAP Reporting
Manager has access to an electronic technical library offered and maintained by a Big Four
public accounting firm. As mentioned in the
Previous Response, this electronic technical library is designed by a Big Four public
accounting firm in the U.S. and contains the most updated information on the FASB
Accounting Standards Codification Manual, SEC Reporting Interpretations Manual, AICPA
Audit and Accounting Guides, and PCAOB Standards and Related Rules. Whenever the Company
encounters a complicated transaction or has a question about the proper accounting
treatment under U.S. GAAP, the relevant employee uses this resource to conduct the
necessary accounting research, drafts an accounting memorandum on the topic in question,
and provides it to the Vice President of Finance for review and consent. The Company then
documents its final position on the accounting treatment in its Accounting Manual for
future use.

Moreover, the whole financial department of the Company had attended the external
trainings offered by a Big Four public accounting firm on U.S. GAAP and the differences
between U.S. GAAP and IFRS and SEC repor