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Correspondence

 SearchMedia Holdings Limited

Floor 13, Central Modern Building

 468 Xinhui Road

 Shanghai, China 200060

January 26, 2012

 VIA
EDGAR

 Larry Spirgel

 Assistant
Director

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549-6010

Re:
SearchMedia Holdings Limited (the “Company” or “SearchMedia”)

Form 20-F for the fiscal year ended December 31, 2010

 Filed June 30, 2011

 File No. 333-158336

Dear Mr. Spirgel:

 We hereby respond to
the Staff’s comment letter, dated December 23, 2011, regarding the Company’s Form 20-F for the year ended December 31, 2010 (the “20-F”).

 Further, pursuant to a call with the Staff on January 11, 2012, the Staff asked that the Company provide the following additional information in this response letter:

1. Why did SearchMedia previously need a variable interest entity (“VIE”) structure in place?

2. What is the reason that SearchMedia no longer needs a VIE structure in place?

3. How did SearchMedia determine that eliminating the VIE structure was in the best interest of the Company and its shareholders?

 4. Provide an updated organizational chart.

 In October 2009, Ideation Acquisition Corp. acquired SearchMedia International Limited (“SMIL”), a leading nationwide multi-platform media company and one of the largest operators of integrated
outdoor billboard and in-elevator advertising networks in China. Chinese regulations restrict foreign ownership of media and advertising businesses, and

 Larry Spirgel

 Assistant Director

 United States Securities and Exchange Commission

January 26, 2012

  Page
 2

because the surviving corporation in the business combination was a Cayman Islands corporation, the Company is deemed to be a foreign legal person under Chinese laws. The Company therefore
initially had to conduct substantially all of its activities through its subsidiaries and a VIE named Jingli Shanghai (the “VIE” or “Jingli Shanghai”) in China. To provide the Company the ability to receive the majority of the
expected residual returns of the VIE and its subsidiaries, the Company entered into various contractual arrangements with the VIE to purchase the equity interest of an affiliated entity. The paid-in capital of the VIE was funded by the Company
through a loan extended to the equity shareholders. As a result of these contractual arrangements, the Company is the primary beneficiary of the VIE, and the Company has consolidated the financial results of the VIE and its subsidiaries in the
consolidated financial statements since the later of the date of inception or acquisition until December 23, 2011.

 After the acquisition
of SMIL, one of the Company’s subsidiaries, Ad-Icon Company Limited, which is an entity deemed eligible to establish a wholly-owned foreign advertisement company in China in accordance with The Administrative Regulations on Foreign-invested
Advertising Enterprises (2004, as amended in 2008), established a wholly-foreign owned enterprise (“WFOE”) named Ad-Icon Advertising (Shanghai) Co. Ltd. (“Ad-Icon Advertising”) in China in December 2009. The Administrative
Regulations on Foreign-invested Advertising Enterprises (2004, as amended in 2008), requires foreign entities that directly invest in the advertising industry in China to have at least three years of direct operations in the advertising industry
outside of China. Accordingly, the Company determined to transfer the advertisement business and resources of Jingli Shanghai to Ad-Icon Advertising. In 2010 and 2011, Ad-Icon Advertising acquired the equity interest of the subsidiaries of Jingli
Shanghai. Furthermore, Jingli Shanghai ceased its advertisement business gradually, and, effective December 23, 2011, Jingli Shanghai and its subsidiaries have all ceased their respective advertisement business so that the VIE structure is no
longer required or in place.

 The Company believes that operating the business through the WFOE, rather than pursuant to the VIE structure is
beneficial to the Company and its stockholders because the new structure:

•

 provides the Company full and direct control of its business;

•

 eliminates the uncertainties and risks associated with the VIE structure, including the following uncertainties and risks:

•

 Shareholders of Jingli Shanghai may have potential conflicts of interest with us.

•

 If the PRC government determines that the contractual arrangements that establish the structure for operating our China business do not comply with
applicable PRC laws and regulations, we could be subject to severe penalties.

•

 We rely on contractual arrangements with Jingli Shanghai and its shareholders for our China operations, which may not be as effective in providing
operational control as would be the case through ownership of a controlling equity interest in such operating entities.

 Larry Spirgel

 Assistant Director

 United States Securities and Exchange Commission

January 26, 2012

  Page
 3

 An updated organizational chart, as of the date of this letter, is attached as Annex 1
hereto.

 Set forth below are the Company’s responses to the Staff’s comment letter, dated December 23, 2011. The
Company’s responses below provide a description of the VIE structure as it previously existed, including the contractual arrangements put in place to provide effective control and the risks associated with the VIE structure as it then existed
before the termination of the VIE structure effective December 23, 2011. For the Staff’s convenience, we have recited the Staff’s comments in boldface type and provided the response to each comment immediately thereafter.

 Form 20-F for the fiscal year ended December 31, 2010

 Item 5 Operating and Financial Review and Prospects, page 41

1.
Since a substantial amount of your consolidated operations are attributed to your variable interest entity, please provide the following disclosures:

a.
Your assumptions, risks and uncertainties in accounting for VIEs and consolidating the operations of the VIEs.

b.
A condensed consolidating balance sheet, income statement and cash flow statement, presented in tabular form, for the most recent periods presented. The information
should be in sufficient detail to allow investors to understand the assets and operations that are not subject to involvement with the consolidated variable interest entity, so investors may understand the uncertainties that could cause the reported
financial information not to be necessarily indicative of future operating results or financial condition.

c.
a discussion of risks and uncertainties that may result in deconsolidation of the variable interest entity.

In response to the Staff’s comment, we have prepared the following disclosure:

(a)
Consolidating the operations of variable interest entities: Risks and Uncertainties

 A variable interest entity, or VIE, is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or
(ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the
entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE.

 If the Company determines that it has operating power and the obligation to absorb losses or receive benefits, the Company consolidates the VIE as the primary beneficiary, and if not, does

 Larry Spirgel

 Assistant Director

 United States Securities and Exchange Commission

January 26, 2012

  Page
 4

not consolidate the VIE. Assets recognized as a result of consolidating a VIE do not represent additional assets that could be used to satisfy claims against the Company’s general assets.
Conversely, liabilities recognized as a result of consolidating VIEs do not represent claims against the Company’s general assets.

 PRC
regulations prohibit or restrict foreign ownership of media and advertising business, with the exception that foreign entities that directly invest in the advertising industry in China are required to have at least three years of direct operations
in the advertising industry outside of China pursuant to the Administrative Regulations on Foreign-invested Advertising Enterprises (2004, as amended in 2008). As a Cayman Islands corporation, the Company is deemed a foreign legal person under PRC
laws. The Company therefore previously conducted substantially all of its activities through its subsidiaries and the VIE in the PRC. To provide the Company with the ability to receive the majority of the expected residual returns of the VIE and its
subsidiaries, the Company entered into various contractual arrangements with the VIE to purchase the equity interest of affiliated entity. The paid-in capital of the VIE was funded by the Company through a loan extended to the equity shareholders.

 The Company believes that the contractual arrangements between Jieli Investment Management Consulting (Shanghai) Co. Ltd., a wholly owned
subsidiary of the Company (“Jieli Consulting”), with the VIE, are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual
arrangements and if the shareholders of the VIE were to reduce their financial stake in the Company, their interests may conflict with those of the Company and that may potentially increase the risk that they would seek to act contrary to the
contractual terms, for example by influencing the VIE not to pay the service fees when required to do so.

 The Company’s ability to
control the VIE also depends on the voting power obtained in contractual arrangements with the VIE. Jieli Consulting has the power to vote on all matters requiring shareholder approval in the VIE. As noted above, the Company believes that the
contractual arrangements with the VIE are legally enforceable but may not be as effective as direct equity ownership.

 In addition, if the
legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC government could, among other things:

•

 revoke the Company’s business and operating licenses;

•

 require the Company to discontinue or restrict operations;

•

 restrict the Company’s right to issue invoices and collect revenues;

•

 block the Company’s websites;

•

 require the Company to restructure the operations in such a way as to compel the Company to establish a new enterprise, re-apply for the necessary
licenses or relocate our businesses, staff and assets;

 Larry Spirgel

 Assistant Director

 United States Securities and Exchange Commission

January 26, 2012

  Page
 5

•

 impose additional conditions or requirements with which the Company may not be able to comply; and

•

 take other regulatory or enforcement actions against the Company that could be harmful to the Company’s business.

The imposition of any of these penalties may result in a material and adverse effect on the Company’s ability to conduct the Company’s
business. In addition, if the imposition of any of these penalties causes the Company to lose the rights to direct the activities of the VIE and their subsidiaries or the right to receive its economic benefits, the Company would no longer be able to
consolidate the VIE.

 Uncertainties and risks associated with the VIE were disclosed under Item 3D – Risk Factors of the 20-F.

(b)
The following tables break-out and summarize the assets and operations that (1) are not subject to involvement with the consolidated variable interest
entity (under the heading “Non-VIE”) and (2) are subject to involvement with the consolidated variable interest entity:

 SEARCHMEDIA HOLDINGS LIMITED

 CONDENSED BALANCE SHEETS

(Amounts in thousands, except share data)

As of December 31, 2010

Non-VIE

VIE

Total

 ASSETS

 Cash and cash equivalents

$
5,612

$
1,942

$
7,554

 Accounts receivable, net

14,479

3,586

18,065

 Property and equipment, net

774

359

1,133

 LIABILITIES

 Accounts payable

$
8,822

$
5,072

$
13,894

 Accrued expenses and other payables

9,833

8,098

17,931

 Short-term borrowings

729

—

729

 Deferred revenue

2,310

171

2,481

 Larry Spirgel

 Assistant Director

 United States Securities and Exchange Commission

January 26, 2012

  Page
 6

 SEARCHMEDIA HOLDINGS LIMITED

CONDENSED STATEMENTS OF OPERATIONS

 (Amounts in thousands, except share data)

For the Years Ended December 31, 2010

Non-VIE

VIE

Total

 Advertising services revenues

$
28,258

$
20,709

$
48,967

 Gross profit

6,957

5,556

12,513

 Net loss

$
(27,445
)

$
(19,194
)

$
(46,639
)

 SEARCHMEDIA HOLDINGS LIMITED

CONDENSED STATEMENTS OF CASH FLOWS

 (Amounts in thousands, except share data)

For the Years Ended December 31, 2010

Non-VIE

VIE

Total

 Net cash provided by/ (used in) operating activities

$
(408
)

$
2,078

$
1,670

 Net cash used in investing activities

(18,511
)

(1,641
)

(20,152
)

 Net cash provided by/ (used in) financing activities

(3,566
)

101

(3,465
)

 Foreign currency translation adjustment

150

(47
)

103

 Net increase / (decrease) in cash and cash equivalents

(22,335
)

491

(21,844
)

 Cash and cash equivalents at beginning of year

27,947

1,451

29,398

 Cash and cash equivalents at end of year

$
5,612

$
1,942

$
7,554

(c)
Please see the Company’s response above in (a) for a discussion of risks and uncertainties that may result in deconsolidation of the VIE.

 Consolidated statement of operations, page F-6

2.
Revise to present the “loss on impairment of goodwill and intangible assets,” “loss on impairment of fixed assets,” “loss on abandonment of
lease” and “loss on disposal of fixed assets” within loss from operations.

 In response to the Staff’s
comment, we have updated the Consolidated Statements of Operations. Please see Annex 2 attached hereto.

 Larry Spirgel

 Assistant Director

 United States Securities and Exchange Commission

January 26, 2012

  Page
 7

3.
We note that revenues increased in 2010 when compared to 2009; however, we note a decrease in revenues from VIEs in 2010. Tell us the reason for the significant
decrease in revenues from the VIEs in 2010 as compared to 2009.

 During 2010, Jingli Shanghai transferred its equity
interest in Beijing Wanshui, Shenyang Jingli, Shanghai Haiya, Shanghai Botang and Wuxi Ruizhong to Ad-Icon Advertising. Since then, the Company has exercised direct equity control over the transferred subsidiaries. As a result of these transfers, we
recognized a decrease in revenue from the VIE of $15.6 million in 2010.

 Notes to consolidated financial statements, page F-9

 1. Principal activities, organization and basis of presentation, page F-9

VIE arrangements, page F-9

4.
Disclose any substantive kick-out rights of the VIEs to unilaterally terminate the contracts and also disclose how the contract can terminate and whether the VIEs
can force termination (e.g., VIEs can exit with payment of termination fee).

 The contracts with the VIE do not provide
substantive kick-out rights of the VIE to unilaterally terminate the contracts and the VIE cannot force termination by paying a termination fee.

 Please refer to the Company’s response to the Staff’s comment no. 5 below for a description of how the contracts with the VIE can terminate.

5.
Disclose the significant activities of the VIEs that are covered by the contractual arrangement, considering limitations in scope to a particular set of activities
or phase of entity’s life cycle and limitations in length of term or conditions that could result in shortened term (e.g., must VIEs agree to extension of fixed term?).

 In response to the Staff’s