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CORRESP
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CORRESP

 SearchMedia Holdings Limited

Floor 13, Central Modern Building

 468 Xinhui Road

 Shanghai, China 200060

April 12, 2012

 VIA
EDGAR

 Larry Spirgel

Assistant Director

 United States Securities and

 Exchange Commission

 Division of
Corporation Finance

 Washington, D.C. 20549

Re:
SearchMedia Holdings Limited

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

 Filed
June 30, 2011

 Response dated March 13, 2012

File No. 333-158336

Dear Mr. Spirgel:

 We hereby respond to
the Staff’s comment letter, dated March 26, 2012, regarding the Company’s Form 20-F for the year ended December 31, 2010 (the “20-F”).

 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 Ending December 31, 2010

 General

1.
We note that in your response letter filed as correspondence on EDGAR on March 13, 2012, that you indicate that you will provide the supplemental disclosure in
future filings. Please note our comments primarily requested revision and filing of an amended Form 20-F. Please confirm that at upon the compliance with comments issued during this review, you will file an amended Form 20-F including all revised
disclosure as appropriate.

 As discussed on our call with the Staff, the Staff will consider whether an amended Form 20-F
will be required after its review of the Company’s responses to these comments. As such, the Company understands that references to “future filings” in this response letter may include an amended Form 20-F.

 Larry Spirgel

 Assistant Director

 April 12, 2012

  Page
 2

 Risk Factors, page 6

 Unauthorized use of our intellectual property by third parties, and the expenses..., page 13

2.
We note your response to comment 3 from our letter dated February 22, 2012. Please revise your disclosure to state with specificity, the process for registering
in China the “SearchMedia” trademark and logo used in your business, the steps and process involved with the registration of each, the actions and dates of your registration steps to date and an outline with time frame for completion of
same. In this discussion, please include all relevant PRC rules, regulations, circulars and entities involving same and any challenges to the registration of the trademark and logo that could compromise your ability to register them for your use.

 In response to the comment, in future filings we will add the following disclosure.

Under Trademark Law (amended in 2001) of China, the required process for successful registration of a trademark consists of the following steps:

1)
The Company would determine whether there is an identical or similar trademark in the advertisement industry in the Chinese trademark data system;

2)
The Company would submit the trademark application documents to the Chinese trademark authority;

3)
If the trademark application documents are accepted, the Chinese trademark authority would issue a notice on pre-approval of the trademark and would make a public
announcement of the pre-approval of the trademark; and

4)
Although anyone can make an objection within three months after public announcement of the trademark pre-approval, if no objection has been initiated by the expiration
of that three month period, the Chinese trademark authority will issue a trademark certificate to the applicant and will make a public announcement of the trademark certificate.

 With regard to the SearchMedia trademark registration, the Company completed step (1) of the process by the end of 2010. However, after further review, the Company does not consider the
“SearchMedia” trademark essential to our advertising agency business, hence we have suspended the trademark application.

 Larry Spirgel

 Assistant Director

 April 12, 2012

  Page
 3

3.
We note your disclosure that “some of [y]our pending applications or registrations may be successfully challenged or invalidated by others.” Please expand
your disclosure to explain if there are any other pending applications or registration separate from your registration of the SearchMedia trademark and logo used in your business and discuss any challenges to them or invalidation attempts by third
parties.

 In response to the comment, we respectfully advise the Staff that we have no other pending applications or
registrations of trademarks except for the “SearchMedia” trademark application which is currently suspended. We will revise our disclosure accordingly in future filings.

 Item 4. Information on the Company, page 24

 History and Development,
page 24

4.
We note your response to comment 11 from our letter dated February 22, 2012. Please revise your disclosure to include your response to comment 11 from your
response dated March 13, 2011. Additionally, provide full and complete explanation of any entities you control or use as part of your operations including inactive entities.

In response to the comment, in future filings, we will include Great Talent Holdings Ltd. (“Great Talent”) in the organization structure chart
as an inactive entity along with the disclosure describing Great Talent as follows.

 Great Talent Holdings Ltd., (“Great Talent”), a
Hong Kong company, was established by SearchMedia International in early 2008. SearchMedia International originally intended to utilize this entity for tax planning purposes. In April 2008, SearchMedia International acquired Ad-Icon Company Limited
(HK) and determined not to use Great Talent for tax planning purposes. As such, Great Talent has remained inactive since it was established.

Our Business, page 26

General

5.
 We note your response to comment 12 from our letter dated February 22, 2012 including how the majority of your media assets are poster frames
“owned by business partners.” Please tell us more about these business partners including who they are, whether you control these entities, have any related party relationships with those

 Larry Spirgel

 Assistant Director

 April 12, 2012

  Page
 4

individuals or entities that do control these business partners and whether there are written agreements in place governing these relationships. Further, disclose any potential conflict or
competing interest stemming from you selling both SearchMedia Holdings’ and other business partners’ in-elevator media assets as an agent to both. Describe the assets you sell for the parties involved. Revise your disclosure accordingly.

 In response to the comment, we respectfully advise the Staff that our business partners are independent local poster frame
media operators at multiple second tier and third tier cities. We do not have ownership interests with these business partners and we have no related party relationships with them. We signed business cooperative agreements with the business partners
located in all major cities where we do not own media assets. When our clients establish multi-city advertising campaigns through the Company, we resell our business partners’ in-elevator media assets as an agent. Since our business partners
are located in cities where we do not own media assets, we have no material conflict of interest or competing interest resulting from selling our business partners’ in-elevator media assets as an agent.

Liquidity and Capital Resources, page 54

6.
We note your response to comment 17 from our letter dated February 22, 2012. Revise to include the contingent consideration table with reference to specific
acquisitions, adding a column for contingent consideration paid up to December 31, 2010 as requested in our original comment.

 In response to the comment, we respectfully advise the Staff that all contingent consideration paid through December 31, 2010 was paid in cash. No stock payments were made. We will include the
following revised table:

Total contingent consideration
and paid up to December 31,
2010

Consideration payable
as of
December 31, 2010

 Acquired Entity

Date
Acquired

Contingent
consideration

Consideration
paid in cash

Consideration
payable

Payable
in cash

Payable
in stock

 Xinshichuang

1-Jan-08

$
1,148

$
981

$
167

$
167

$
—

 Jincheng

1-Jan-08

1,058

997

61

61

—

 Kaixiang

1-Jan-08

15,396

7,423

7,973

3,953

4,020

 Wanshuizhiyuan

1-Jan-08

10,554

8,996

1,558

—

1,558

 Shenyang Jingli

1-Jan-08

17,221

15,853

1,368

—

1,368

 Haiya

1-Feb-08

8,536

5,662

2,874

1,120

1,754

 Botang

1-Apr-08

33,304

32,302

1,002

—

1,002

 HK Ad-icon

1-Apr-08

2,407

1,545

862

593

269

 Shengshitongda

1-Apr-08

121

121

—

—

—

 Wenzhou Rigao

1-Jul-08

7,953

4,527

3,426

2,014

1,412

 Wuxi Ruizhong

1-Jul-08

4,529

2,593

1,936

1,255

681

 Zhejiang Continental

1-Jun-10

20,308

2,340

17,968

7,806

10,162

 Total

$
122,535

$
83,340

$
39,195

$
16,969

$
22,226

 Larry Spirgel

 Assistant Director

 April 12, 2012

  Page
 5

7.
We note your response to comment 18 from our letter dated February 22, 2012 and reissue in part. Amend your disclosure to include the names of the
“ex-owners” that will continue to receive the remaining contingent consideration payments, matching the names of the ex-owners to the entities for which they continue to receive payments.

In response to the comment, we respectfully advise the Staff as follows.

Total contingent
consideration
and
paid up to December 31, 2010

Consideration payable
as of
December 31, 2010

 Acquired Entity

Date
Acquired

Contingent
consideration

Consideration
paid in cash

Consideration
payable

Payable in
cash

Payable in
stock

 Xinshichuang(8)

1-Jan-08

$
1,148

$
981

$
167

$
167

$
—

 Jincheng(9)

1-Jan-08

1,058

997

61

61

—

 Kaixiang(1)

1-Jan-08

15,396

7,423

7,973

3,953

4,020

 Wanshuizhiyuan(2)

1-Jan-08

10,554

8,996

1,558

—

1,558

 Shenyang Jingli(7)

1-Jan-08

17,221

15,853

1,368

—

1,368

 Haiya(3)

1-Feb-08

8,536

5,662

2,874

1,120

1,754

 Botang(4)

1-Apr-08

33,304

32,302

1,002

—

1,002

 HK Ad-icon(10)

1-Apr-08

2,407

1,545

862

593

269

 Shengshitongda(11)

1-Apr-08

121

121

—

—

—

 Wenzhou Rigao(5)

1-Jul-08

7,953

4,527

3,426

2,014

1,412

 Wuxi Ruizhong(6)

1-Jul-08

4,529

2,593

1,936

1,255

681

 Zhejiang Continental(12)

1-Jun-10

20,308

2,340

17,968

7,806

10,162

 Total

$
122,535

$
83,340

$
39,195

$
16,969

$
22,226

 Footnote

 Acquired Entity

 Ex-Owner of Acquired Entity

 (1)

Kai Xiang

Ex-owner A of Kai Xiang

Kai Xiang

Ex-owner B of Kai Xiang

 (2)

Wanshuizhiyuan

Ex-owner A of Wanshuizhiyuan

Wanshuizhiyuan

Ex-owner B of Wanshuizhiyuan

 (3)

Haiya

Ex-owner A of Haiya

Haiya

Ex-owner B of Haiya

 (4)

Botang

Ex-owner A of Botang

Botang

Ex-owner B of Botang

 (5)

Wenzhou Rigao

Ex-owner A of Wenzhou Rigao

Wenzhou Rigao

Ex-owner B of Wenzhou Rigao

 (6)

Wuxi Ruizhong

Ex-owner A of Wuxi Ruizhong

Wuxi Ruizhong

Ex-owner B of Wuxi Ruizhong

Wuxi Ruizhong

Ex-owner C of Wuxi Ruizhong

Wuxi Ruizhong

Ex-owner D of Wuxi Ruizhong

 (7)

Shenyang Jingli

Ex-owner A of Shenyang Jingli

Shenyang Jingli

Ex-owner B of Shenyang Jingli

Shenyang Jingli

Ex-owner C of Shenyang Jingli

 (8)

 Xinshichuang

 Ex-owner A of Xinshichuang

 Xinshichuang

 Ex-owner B of Xinshichuang

 (9)

 Jincheng

 Ex-owner A of Jincheng

 Jincheng

 Ex-owner B of Jincheng

 Jincheng

 Ex-owner C of Jincheng

 (10)

 HK Ad-icon

 Ex-owner A of HK Ad-icon

 HK Ad-icon

 Ex-owner B of HK Ad-icon

 HK Ad-icon

 Ex-owner C of HK Ad-icon

 (11)

 Shengshitongda

 Ex-owner A of Shengshitongda

 (12)

 Zhejiang Continental

 Ex-owner A of Zhejiang Continental

 Zhejiang Continental

 Ex-owner B of Zhejiang Continental

 Larry Spirgel

 Assistant Director

 April 12, 2012

  Page
 6

 In response to the comment, we respectuflly advise the staff that in accordance with our prior
discussion with the Staff, the names of the ex-owners will be provided on a confidential basis. The Company is providing the materials responsive to this request to the Staff under separate cover on a confidential and supplemental basis pursuant to
Rule 12b-4 under the Exchange Act and Rule 418 under the Securities Act. In accordance with such rules, we respectfully request that these materials be returned to the Company promptly following completion of the Staff’s review thereof. By
separate letter, we also request confidential treatment of these materials pursuant to the provisions of 17 C.F.R. §200.83.

Financial Statements

 4.
Acquisitions, page F-18

 I. 2010 acquisitions, page F-18

8.
We note your response to comment 24 from our letter dated February 22, 2012. Tell us in more detail how you determined the fair value of the contingent
consideration including, but not limited to, the valuation technique used and how you evaluated the probability of achieving the required financial performance under the earnout agreements.

In response to the comment, we respectfully advise the Staff as follows.

 When we estimate fair value of contingent consideration, we apply the discounted cash flow methodology (i.e. income approach), which views a company as an operating entity with the principal focus of the
analysis on the operating entity’s ability to generate debt-free cash flow in the future. The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present amount (discounted). The
measurement is based on the value indicated by current market expectations about those future amounts.

 A five-year forecast of operating
results was prepared by the ex-shareholders under this income approach and the fair value of the contingent consideration is based on the forecast of operating results of 2010 and 2011 multiplied by a predetermined earn-out multiple.

Since the contingent consideration is based on a fixed formula, we do not need to evaluate the probability of achieving the required financial
performance under the earnout/acquisition agreement.

 II. 2008 Acquisitions, page F-19

9.
We note your response to comment 26 from our letter dated February 22, 2012. For each acquisition where you recorded an impairment of goodwill right after you
recorded the contingent consideration, please reconcile the metrics you used to record the contingent consideration with the fair value of the respective reporting unit used to determine the goodwill impairment.

In response to the comment, we respectfully advise the Staff as follows.

 The acquisitions in 2008 (including Wenzhou Rigao, Kaixiang, Wanshuizhiyuan, Haiya, Botang, HK Ad-icon, Wuxi Ruizhong) were accounted for under FAS 141 and recorded goodwill when the contingency is
realized in a later period. Due to this accounting rule,

 Larry Spirgel

 Assistant Director

 April 12, 2012

  Page
 7

the Company may record impairment of goodwill right after recording the contingent consideration.

 As for the methodology for the fair value used to determine the goodwill impairment, we applied the income approach where the discounted cash flow analysis has been performed to estimate the total
enterprise value. Under this approach, the free cash flow to the Company was first estimated and then the after tax weighted average cost of capital was used to discount the cash flow to calculate the estimated value. To select the appropriate
discount rate, we used both the CAPM model and the build up method and then using the weighted average by capital amount weighting. We then selected the average of both methods to estimate the WACC to arrive at the concluded discount rate of 21.5%
as of December 31, 2010.

 In response to the Staff’s request on our call, the disclosure below is an example of how we value the
contingent consideration and perform goodwill impairment test.

 Background

 During the year ended December 31, 2008, the Group acquired the advertising businesses of several subsidiaries in the PRC. Pursuant to the acquisition agreements signed with each of the acquired
entities