SecProbe.io

CORRESP
 1
 filename1.htm

 Yueda Digital Holding

 No. 26 Dongzhimenwai Street

 Chaoyang District, Beijing 100027

 The People's Republic of China

 +86-10 8450-8818

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 September 24, 2025

 Re:
 Yueda Digital Holding

 Registration Statement on Form F-3, as amended

 Initially filed March 28, 2025, as amended

 File No. 333-286235

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Yueda Digital Holding (the " Registrant ") hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:30 p.m. EST on September 25, 2025, or as soon as
thereafter practicable.

 Please note that we acknowledge the following:

 ●
 should the Securities and Exchange Commission (the " Commission ") or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 ●
 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 ●
 the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Sincerely,

 By:
 /s/ Dan Shao

 Name:
 Dan Shao

 Title:
 Chief Executive Officer

 Yueda Digital Holding

 cc:
 Joan Wu, Esq.,

 Hunter Taubman Fischer & Li LLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 16, 2025

Dan Shao
Chief Executive Officer
AirNet Technology Inc.
Suite 301, No. 26 Dongzhimenwai Street
Chaoyang District, Beijing 100027
The People s Republic of China

 Re: AirNet Technology Inc.
 Amendment No. 2 to Registration Statement on Form F-3
 Filed July 11, 2025
 File No. 333-286235
Dear Dan Shao:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 2 to Registration Statement on Form F-3 filed July 11, 2025
General

1. We note that you have entered into a share purchase agreement for the
disposition of
 your air travel media network business, after which your only remaining
operations
 will be cryptocurrency mining. Please tell us your consideration of
providing pro
 forma financial statements in accordance with Article 11 of Regulation
S-X to reflect
 the disposition. Refer to Item 5(b)(1) of Form F-3.
 July 16, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Rebekah Reed at 202-551-5332 or Joel Parker at
202-551-3651 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Joan Wu
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 8, 2025

Dan Shao
Chief Executive Officer
AirNet Technology Inc.
Suite 301, No. 26 Dongzhimenwai Street
Chaoyang District, Beijing 100027
The People s Republic of China

 Re: AirNet Technology Inc.
 Registration Statement on Form F-3
 Filed March 28, 2025
 File No. 333-286235
Dear Dan Shao:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Joan Wu
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Dan Shao
Co-Chief Executive Officer
AirNet Technology Inc.
Suite 301
No. 26 Dongzhimenwai Street
Chaoyang District, Beijing 100027
The People s Republic of China

 Re: AirNet Technology Inc.
 Form 20-F for the Fiscal Year Ended December 31, 2023
 File No. 001-33765
Dear Dan Shao:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Ronnie Li, Wilson Sonsini Goodrich & Rosati
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    Unit 2901, 29F, Tower C

    Beijing Yintai Centre

    No. 2 Jianguomenwai Avenue

    Chaoyang District, Beijing 100022

    People’s Republic of China

    Phone: 86-10-6529-8300

    Fax: 86-10-6529-8399

    Website: www.wsgr.com

    中国北京市朝阳区建国门外大街2号

    银泰中心写字楼C座29层2901室

    邮政编码:
    100022

    电话:
    86-10-6529-8300

    传真:
    86-10-6529-8399

    网站:
    www.wsgr.com

Via EDGAR 

February 24, 2025

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    AirNet Technology Inc.

    Response to the Staff’s Comments on the Annual Report on Form 20-F for the Fiscal Year ended December 31, 2023 (File No. 001-33765)

Ladies and Gentlemen,

On behalf of AirNet Technology Inc. (the “Company”),
we are hereby submitting this letter in response to a comment letter from the staff (the “Staff”) of the Securities
and Exchange Commission dated February 12, 2025 on the Company’s annual report on Form 20-F for the fiscal year ended December 31,
2023 filed on April 26, 2024 (the “2023 Form 20-F”).

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined herein have the meanings set
forth in the 2023 Form 20-F.

Response to Comment Letter dated September 19,
2024

Risk Factors

Risks Related to Doing Business in China

Restrictions on currency exchange may limit our
ability..., page 27

 1. We note your response to prior comment 6 and reissue in part. Please further revise your Risk Factor here to state that to the
extent cash/assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds/assets may not be available to fund operations
or for other use outside of the PRC/Hong Kong, including that, specifically, due to interventions in or the imposition of restrictions
and limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash/assets.

RESPONSE: In response to the Staff’s
comment, the Company undertakes to revise the proposed disclosures in the Company’s response letter dated October 18, 2024 as follows
(marked by underlines).

Wilson Sonsini Goodrich
& Rosati, Professional Corporation

威尔逊  ·  桑西尼  ·  古奇·  罗沙迪律师事务所

austin
     beijing      boston      BOULDER      brussels
hong kong      london      los angeles      new york
palo alto
 SALT LAKE CITY      san diego      san francisco      seattle
     shanghai      washington, dc     wilmington, de

Page 2

ITEM 3. KEY INFORMATION

…

D. Risk Factors

Summary Risk Factors

…

Risks Related to Doing Business in China

…

 ● Cash transfers from our PRC subsidiaries to entities outside of mainland
China are subject to PRC government controls on currency conversion. As a result, cash in mainland China may not be available to fund
operations or for other use outside of mainland China due to interventions in or the imposition of restrictions and limitations on our
PRC subsidiaries’ ability to transfer cash. There is no assurance the PRC government will not intervene in or impose restrictions
on us and our subsidiaries to transfer cash. Although currently there are no equivalent or similar restrictions or limitations in Hong
Kong on cash transfers in, or out of, our subsidiaries in Hong Kong, if certain restrictions or limitations in mainland China were to
become applicable to cash transfers in and out of Hong Kong entities in the future, the funds in our subsidiaries in Hong Kong, likewise,
may not be available to fund operations or for other use outside of Hong Kong. To the extent cash and/or assets in our business is
in mainland China or Hong Kong or a mainland China and/or Hong Kong entity, the funds and/or assets may not be available to fund operations
or for other use outside of mainland China or Hong Kong, including that, specifically, due to interventions in or the imposition of restrictions
and limitations on the ability of our, our subsidiaries or the consolidated VIEs by the PRC government to transfer cash and/or assets.
See “—Risks Related to Doing Business in China—Restrictions on currency exchange may limit our ability to receive and
use our revenues or financing effectively”;

…

Risks Related to Doing Business in China

Restrictions on currency exchange
may limit our ability to receive and use our revenues or financing effectively.

Our revenues and expenses are mainly denominated
in Renminbi. We may need to convert a portion of our revenues into other currencies to meet our foreign currency obligations, including,
among others, payments of dividends declared, if any, in respect of our ordinary shares or ADSs. Under China’s existing foreign
exchange regulations, Chuangyi Technology, Shenzhen Yuehang and Xi’an Shengshi are able to pay dividends in foreign currencies,
without prior approval from the State Administration of Foreign Exchange, or the SAFE, by complying with certain procedural requirements.
However, we cannot assure you that the PRC government will not take measures in the future to restrict access to foreign currencies for
current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy
our foreign currency demands, we may not be able to utilize cash held in mainland China or generated by a PRC entity to fund our operations
outside of mainland China or pay dividends in foreign currencies to our shareholders, including holders of the ADSs. Although currently
there are no equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or out of, our subsidiaries in Hong
Kong (including currency conversion), if certain restrictions or limitations in mainland China were to become applicable to cash transfers
in and out of Hong Kong entities (including currency conversion) in the future, the funds in our subsidiaries in Hong Kong, likewise,
may not be available to meet our currency demand. To the extent cash and/or assets in our business is in mainland China or Hong Kong
or a mainland China and/or Hong Kong entity, the funds and/or assets may not be available to fund operations or for other use outside
of mainland China or Hong Kong, including that, specifically, due to interventions in or the imposition of restrictions and limitations
on the ability of our, our subsidiaries or the consolidated VIEs by the PRC government to transfer cash and/or assets.

***

Page 3

If you have any further questions, please contact
the undersigned by telephone at 86-10 6529-8308 or via e-mail at douyang@wsgr.com.

    Very truly yours,

    /s/ Dan Ouyang

    Dan Ouyang

Enclosures

    cc:

    K. Ronnie Li, Esq., Partner, Wilson Sonsini Goodrich
    & Rosati

    Dan Shao, Co-Chief Executive Officer, AirNet
Technology Inc.

February 12, 2025
Dan Shao
Co-Chief Executive Officer
AirNet Technology Inc.
Suite 301
No. 26 Dongzhimenwai Street
Chaoyang District, Beijing 100027
The People’s Republic of China
Re:AirNet Technology Inc.
Form 20-F for the Fiscal Year Ended December 31, 2023
Response dated October 18, 2024
File No. 001-33765
Dear Dan Shao:
            We have reviewed your October 18, 2024 response to our comment letter and have
the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
September 19, 2024 letter.
Response to Comment Letter dated September 19, 2024
Risk Factors
Risks Related to Doing Business in China
Restrictions on currency exchange may limit our ability..., page 27
1.We note your response to prior comment 6 and reissue in part. Please further revise
your Risk Factor here to state that  to the extent cash/assets in the business is in the
PRC/Hong Kong or a PRC/Hong Kong entity, the funds/assets may not be available to
fund operations or for other use outside of the PRC/Hong Kong, including that,
specifically, due to interventions in or the imposition of restrictions and limitations on
the ability of you, your subsidiaries, or the consolidated VIEs by the PRC government
to transfer cash/assets.

February 12, 2025
Page 2
            Please contact Ta Tanisha Meadows at 202-551-3322 or Nasreen Mohammed at 202-
551-3773 if you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ronnie Li, Wilson Sonsini Goodrich & Rosati

CORRESP
1
filename1.htm

    Unit
                           2901, 29F, Tower C

    Beijing
    Yintai Centre

    No.
    2 Jianguomenwai Avenue

    Chaoyang
    District, Beijing 100022

    People’s
    Republic of China

    Phone:
    86-10-6529-8300

    Fax:
    86-10-6529-8399

    Website:
    www.wsgr.com

    中国北京市朝阳区建国门外大街2号

    银泰中心写字楼C座29层2901室

    邮政编码:
    100022

    电话:
    86-10-6529-8300

    传真:
    86-10-6529-8399

    网站:
    www.wsgr.com

Via
EDGAR 

October
18, 2024

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    AirNet
    Technology Inc.

    Response
    to the Staff’s Comments on the Annual Report on Form 20-F for the Fiscal Year ended

December 31, 2023 (File No. 001-33765)

Ladies
and Gentlemen,

On
behalf of AirNet Technology Inc. (the “Company”), we are hereby submitting this letter in response to a comment letter
from the staff (the “Staff”) of the Securities and Exchange Commission dated September 19, 2024 on the Company’s
annual report on Form 20-F for the fiscal year ended December 31, 2023 filed on April 26, 2024 (the “2023 Form 20-F”).

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the 2023 Form 20-F.

Form
20-F for the Fiscal Year Ended December 31, 2023

Introduction,
page 2

 1. Please
                                            disclose prominently that you are not a Chinese operating company but a Cayman Islands holding
                                            company with operations conducted by your subsidiaries and through contractual arrangements
                                            with variable interest entities (VIEs) based in China, and that this structure involves unique
                                            risks to investors. If true, disclose that these contracts have not been tested in court.
                                            We note your statement on page 2 that the VIE structure is used to provide investors with
                                            exposure to foreign investment in China-based companies where Chinese law prohibits direct
                                            foreign investment in the operating companies. Revise to disclose that investors may never
                                            hold equity interests in the Chinese operating company. Your disclosure should acknowledge
                                            that Chinese regulatory authorities could disallow this structure, which would likely result
                                            in a material change in your operations and/or a material change in the value of your securities,
                                            including that it could cause the value of such securities to significantly decline or become
                                            worthless. We note your cross-reference on page 4 to your detailed discussion of risks facing
                                            the company and the offering as a result of this structure.

RESPONSE:
In response to the Staff’s comment, the Company undertakes to revise the relevant disclosure in its future Form 20-F filings as
follows (with deletions shown in strikethrough and additions in underline showing the changes against the disclosure in the 2023 Form
20-F), subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed.

Wilson
Sonsini Goodrich & Rosati, Professional Corporation

威尔逊
● 桑西尼 ● 古奇
● 罗沙迪律师事务所

austin   beijing   boston   BOULDER   brussels   hong
kong   london   los angeles   new york   palo alto

SALT LAKE CITY   san diego   san francisco   seattle   shanghai   washington,
dc   wilmington, de

Page
2

INTRODUCTION

…

Holding
Company Structure and the VIE Structure

Although
AirNet does not directly or indirectly own any equity interests in its VIEs or their respective subsidiaries, AirNet is the primary beneficiary
of and effectively controls these entities through a series of contractual arrangements with these entities and their record owners.
We have consolidated the financial results of these VIEs and their respective subsidiaries in our consolidated financial statements in
accordance with the Generally Accepted Accounting Principles in the United States, or U.S. GAAP. See “Item 4. Information on the
Company—C. Organizational Structure,” “Item 7. Major Shareholders and Related Party Transactions—B. Related Party
Transactions” and “Item 3. Key Information—D. Risk Factors” for further information on our contractual arrangements
with these parties.

…

AirNet
Technology Inc. is not a Chinese operating company but a Cayman Islands holding company. AirNet Technology Inc., our ultimate
Cayman Islands holding company, does not have any substantive operations other than directly controlling (1) Chuangyi Technology,
our wholly-owned subsidiary in China that controls and holds the VIEs and their respective subsidiaries through certain contractual arrangements,
which conduct our air travel media network business, and (2) Shenzhen Yuehang Information Technology Co., Ltd. and Xi’an Shengshi
Dinghong Information Technology Co., Ltd., our wholly-owned subsidiaries in China that conduct our air travel media network business
operations.

Investors
in the ADSs are purchasing equity securities of our ultimate Cayman Islands holding company rather than purchasing equity securities
of the consolidated affiliated entities. AirNet Technology Inc. is an investment holding company without substantive operations on its
own, and we conduct our business operations through both our subsidiaries and the consolidated affiliated entities, which we
effectively control through based on certain contractual arrangements. We, together with our PRC subsidiaries and the
consolidated affiliated entities, are subject to PRC laws relating to, among others, restrictions over foreign investments in advertising
services companies set out in the Negative List (2021 Version) promulgated by the Ministry of Commerce, or the MOFCOM, and the National
Development and Reform Commission of the PRC, or the NDRC. As a result, we have to control over the consolidated affiliated entities
through contractual arrangements. Such structure is used to replicate foreign investment in China-based companies where the PRC law prohibits
direct foreign investment in the operating companies. Neither we nor our subsidiaries own any share in the consolidated affiliated entities,
and investors may never hold equity interests in the Chinese operating companies. Instead, we control and receive the economic
benefits of the consolidated affiliated entities’ business operation through a series of contractual agreements with the VIEs.
The contractual agreements with the VIEs are designed to provide Chuangyi Technology with the power, rights, and obligations equivalent
in all material respects to those it would possess as the principal equity holder of the consolidated affiliated entities, including
absolute control rights and the rights to the assets, property, and revenue of the consolidated affiliated entities. Aas
a result of our direct ownership in Chuangyi Technology and the contractual agreements with the consolidated affiliated entities, we
are regarded as the primary beneficiary of the consolidated affiliated entities for accounting purposes. Accordingly, we have
consolidated the financial results of the consolidated affiliated entities in our consolidated financial statements in accordance with
the Generally Accepted Accounting Principles in the United States, or U.S. GAAP. See “Item 4. Information on the Company—C.
Organizational Structure” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Contractual
Arrangements” for a description of these arrangements. Neither AirNet Technology Inc. nor its investors have had an equity ownership
in, direct foreign investment in, or control, other than as defined under U.S. GAAP, through contractual arrangements with, the VIEs.
The contractual arrangements are not equivalent to an equity ownership in the business of the VIEs and their respective subsidiaries
in China. Because of our corporate structure, we are subject to risks due to uncertainty of the interpretation and the application
of the PRC laws and regulations, including but not limited to limitation on foreign ownership of PRC companies, and regulatory review
of oversea listing of PRC companies through a special purpose vehicle, and the validity and enforcement of the contractual agreements.
We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard. Our contractual agreements
may not be effective in providing control over the consolidated affiliated entities. We may also subject to sanctions imposed by PRC
regulatory agencies including China Securities Regulatory Commission, or the CSRC, if we fail to comply with their rules and regulations.

Page
3

…

The
VIE structure and its associated risks

…

Our
corporate structure is subject to unique risks associated with the VIE structure. The contractual arrangements with the VIEs have not
been tested in court. If the PRC government deems that our contractual arrangements with the VIEs did not comply with PRC regulatory
restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations
change or are interpreted differently in the future, we could be subject to severe penalties. The PRC regulatory authorities could disallow
our holding company structure, which could lead to a material change in our operations and/or a material change in the value of the ADSs,
and could cause the value of the ADSs to significantly decline or become worthless. Our holding company, our PRC subsidiaries, and investors
of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual
arrangements with the VIEs and, consequently, may affect the financial performance of the VIEs and our company as a whole.

 2. Provide
                                            prominent disclosure about the legal and operational risks associated with being based in
                                            or having the majority of the company’s operations in China. Your disclosure should
                                            make clear whether these risks could result in a material change in your operations and/or
                                            the value of your securities or could significantly limit or completely hinder your ability
                                            to offer or continue to offer securities to investors and cause the value of such securities
                                            to significantly decline or be worthless. We note your current disclosure in the second paragraph
                                            of page 3. Your disclosure should also address how recent statements and regulatory actions
                                            by China’s government, such as those related to the use of variable interest entities
                                            and data security or anti-monopoly concerns, have or may impact the company’s ability
                                            to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.
                                            Further, we note that your auditors are headquartered in Singapore. Last, please provide,
                                            as necessary, to include appropriate cross-references to the individual risk factors associated
                                            with the discussion here.

RESPONSE:
In response to the Staff’s comment, the Company undertakes to revise the relevant disclosure in its future Form 20-F filings as
follows (with deletions shown in strikethrough and additions in underline showing the changes against the disclosure in the 2023 Form
20-F), subject to such updates and adjustments to be made in connection with any material developments of the subject matter being disclosed.

Page
4

INTRODUCTION

…

Holding
Company Structure and the VIE Structure

…

We,
our PRC subsidiaries and the consolidated affiliated entities face various legal and operational risks and uncertainties related to being
based in and having significant operations in China. The PRC government has significant authority to exert influence on the ability of
a China-based company, such as us and the consolidated affiliated entities, to conduct its business, accept foreign investments or list
on U.S. or other foreign exchanges. The PRC government has recently issued statements and regulatory actions relating to areas such
as For example, we and the consolidated affiliated entities face risks associated with regulatory approvals of offshore
offerings, oversight on cybersecurity and data privacy, anti-monopoly regulatory actions, as well as the uncertainty of the inspection
on our auditors by the Public Company Accounting Oversight Board, or the PCAOB. For example, on February 17, 2023, the China Securities
Regulatory Commission, or the CSRC, promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic
Companies, or the Overseas Listing Trial Measures, and the related guidelines, which became effective on March 31, 2023. According to
the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct
or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. In addition, an overseas-listed
company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate bonds and exchangeable
bonds, and other equivalent offering activities, within the time frame specified by the Overseas Listing Trial Measures. We believe we
are not required to obtain such approval for our initial public offering on November 7, 2007 because such offering made was before the
enactment of the Overseas Listing Trial Measures; however, we will be obligated to obtain approvals with the CSRC for our future offerings.
If we cannot obtain such approvals or the CSRC rescind our approvals, we may not continue to offer securities to investors and cause
the value of our securities to significantly decline or, in extreme cases, become worthless. See “ Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—The filing procedure with the CSRC shall be fulfilled and the approval
of other PRC government authorities may be required in connection with our future offshore offering under PRC law, and, we cannot predict
whether or for how long we will be able to complete the filing procedure with the CSRC and obtain such approval or complete such filing,
if required.” In addition, if future regulatory updates mandate clearance of cybersecurity review or other specific actions to
be completed by China-based companies listed on foreign stock exchanges or traded in foreign over the counter trading markets, such as
us, we face uncertainties as to whether such clearance can be timely obtained, or at all. See “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—Failure to comply with governmental regulations and other legal obligations
concerning data protection and cybersecurity may materially and adversely affect our business, as we routinely collect, store and use
data during the conduct of our business.” Furthermore, the PRC anti-monopoly and competit

September 19, 2024
Dan Shao
Co-Chief Executive Officer
AirNet Technology Inc.
Suite 301
No. 26 Dongzhimenwai Street
Chaoyang District, Beijing 100027
The People’s Republic of China
Re:AirNet Technology Inc.
Form 20-F for the Fiscal Year Ended December 31, 2023
File No. 1-33765
Dear Dan Shao:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2023
Introduction, page 2
Please disclose prominently that you are not a Chinese operating company but a Cayman
Islands holding company with operations conducted by your subsidiaries and through
contractual arrangements with variable interest entities (VIEs) based in China, and that
this structure involves unique risks to investors. If true, disclose that these contracts have
not been tested in court. We note your statement on page 2 that the VIE structure is used
to provide investors with exposure to foreign investment in China-based companies where
Chinese law prohibits direct foreign investment in the operating companies. Revise to
disclose that investors may never hold equity interests in the Chinese operating company.
Your disclosure should acknowledge that Chinese regulatory authorities could disallow
this structure, which would likely result in a material change in your operations and/or
a material change in the value of your securities, including that it could cause the value of
such securities to significantly decline or become worthless. We note your cross-reference
on page 4 to your detailed discussion of risks facing the company and the offering as a 1.

September 19, 2024
Page 2
result of this structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your securities or could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. We note your current disclosure in the
second paragraph of page 3. Your disclosure should also address how recent statements
and regulatory actions by China’s government, such as those related to the use of variable
interest entities and data security or anti-monopoly concerns, have or may impact the
company’s ability to conduct its business, accept foreign investments, or list on a U.S. or
other foreign exchange. Further, we note that your auditors are headquartered in
Singapore. Last, please provide, as necessary, to include appropriate cross-references to
the individual risk factors associated with the discussion here.
3.Revise your definition of "China" or "PRC" to clarify that the legal and operation risks
associated with operating in China also apply to operations and entities in Hong Kong.
Additionally, revise your definition of "we," "us," "our," "our company" or "AirNet" to
refrain from using terms such as "we" or "our" when describing activities or functions of a
VIE. For example, disclose here and elsewhere as appropriate, if true, that your
subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for
accounting purposes but is not an entity in which you own equity, and that the holding
company does not conduct operations. Disclose clearly the entity (including the domicile)
in which investors are purchasing an interest.
4.Disclose here how regulatory actions related to data security or anti-monopoly concerns in
Hong Kong have or may impact the company's ability to conduct its business,
accept foreign investment or list on a U.S./foreign exchange. Include risk factor disclosure
explaining whether there are laws/regulations in Hong Kong that result in oversight
over data security, how this oversight impacts the company's business and the offering,
and to what extent the company believes that it is compliant with the regulations or
policies that have been issued. We note your discussion elsewhere discussing the CAC
Draft Cyber Data Security Regulations.
5.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
State whether any cash transfers have been made to date between the holding company,
its subsidiaries, and consolidated VIEs, and quantify the amounts where applicable. In this
regard, your disclosure only speaks to transfers made by the holding company to the PRC
subsidiaries. Provide cross-references to the condensed consolidating schedule and the
consolidated financial statements. We note your disclosure on page 4.
6.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash/assets in the business is in the PRC/Hong Kong or
a PRC/Hong Kong entity, the funds/assets may not be available to fund operations or for
other use outside of the PRC/Hong Kong due to interventions in or the imposition of
restrictions and limitations on the ability of you, your subsidiaries, or the consolidated
VIEs by the PRC government to transfer cash/assets. Provide cross-references to these
other discussions.

September 19, 2024
Page 3
7.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize the
policies here, and disclose the source of such policies (e.g., whether they are contractual
in nature, pursuant to regulations, etc.); alternatively, state here and elsewhere as
appropriate that you have no such cash management policies that dictate how funds are
transferred. Provide cross-references to these other discussions of this issue.
8.Discuss whether there are limitations on your ability to transfer cash between you, your
subsidiaries, the consolidated VIEs or investors. Provide a cross-reference to your
discussion of this issue in your summary, summary risk factors, and risk factors sections,
as well.
9.We note your disclosure that the Cayman Islands holding company controls and receives
the economic benefits of the VIEs' business operations through contractual agreements
between the VIEs and your Wholly Foreign-Owned Enterprise (WFOE) and that those
agreements are designed to provide your WFOE with the power, rights, and obligations
equivalent in all material respects to those it would possess as the principal equity holder
of the VIE. We also note your disclosure that the Cayman Islands holding company is the
primary beneficiary of the VIEs. However, neither the investors in the holding company
nor the holding company itself have an equity ownership in, direct foreign investment in,
or control of, through such ownership or investment, the VIEs. Accordingly,
please refrain from implying that the contractual agreements are equivalent to equity
ownership in the business of the VIEs. Any references to control or benefits that accrue to
you because of the VIEs should be limited to a clear description of the conditions you
have satisfied for consolidation of the VIEs under U.S. GAAP. For example, please revise
your definition of "VIEs" in the Introduction on page 2 as appropriate. Additionally, your
disclosure should clarify that you are the primary beneficiary of the VIEs for accounting
purposes. Please also disclose, if true, that the VIE agreements have not been tested in a
court of law.
10.Please provide a diagram of the company’s corporate structure, identifying the person or
entity that owns the equity in each depicted entity. Describe all contracts and
arrangements through which you claim to have economic rights and exercise control that
results in consolidation of the VIEs' operations and financial results into your financial
statements. Identify clearly the entity in which investors are purchasing their interest and
the entity(ies) in which the company’s operations are conducted. Describe the relevant
contractual agreements between the entities and how this type of corporate structure may
affect investors and the value of their investment, including how and why the contractual
arrangements may be less effective than direct ownership and that the company may incur
substantial costs to enforce the terms of the arrangements. Disclose the uncertainties
regarding the status of the rights of the Cayman Islands holding company with respect to
its contractual arrangements with the VIEs, its founders and owners, and the challenges
the company may face enforcing these contractual agreements due to legal uncertainties
and jurisdictional limits. We note your corporate structure diagram on page 55.
Disclose each permission or approval that you, your subsidiaries, or the VIEs are required
to obtain from Chinese authorities to operate your business and to offer your registered
securities to foreign investors. State whether you, your subsidiaries, or VIEs are covered
by permissions requirements from the China Securities Regulatory Commission (CSRC), 11.

September 19, 2024
Page 4
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve the VIEs' operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied. We note your discussion of the CSRC on pages 3, 34 and 54, and of the
CAC on page 53, for example. Please also describe the consequences to you and your
investors if you, your subsidiaries, or the VIEs: (i) do not receive or maintain such
permissions or approvals, (ii) inadvertently conclude that such permissions or approvals
are not required, or (iii) applicable laws, regulations, or interpretations change and you are
required to obtain such permissions or approvals in the future. If you do not believe that
certain permissions or approvals are required/applicable, please discuss how you came to
that conclusion, why this is the case, and the basis on which you made that determination
(e.g., internal risk assessment).
D. Risk Factors
Summary of Risk Factors, page 6
12.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the Risk Factors section.
For example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your registered securities. We note your existing risk factor acknowledging risks that any
actions by the Chinese government to exert more oversight and control over offerings that
are conducted overseas and/or foreign investment in China-based issuers could
significantly limit or completely hinder your ability to offer or continue to offer securities
to investors and cause the value of such securities to significantly decline or be worthless.
Each of your "Risks Related to Doing Business in China" should have a cross-reference to
the relevant individual detailed risk factor.
Risks Related to Our Corporate Structure
If the PRC government funds that the agreements that establish the structure..., page 17
13.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of the VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, your
securities may decline in value or become worthless if the determinations, changes, or
interpretations result in your inability to assert contractual control over the assets of your
PRC subsidiaries or the VIEs that conduct all or substantially all of your operations.
Risks Related to Doing Business in China, page 20
In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list or listed on a
foreign exchange, please revise your disclosure to explain how this oversight impacts 14.

September 19, 2024
Page 5
your business and your offering and to what extent you believe that you are compliant
with the regulations or policies that have been issued by the CAC to date.
Item 4. Information About the Company
C. Organizational Structure, page 55
15.Please revise your corporate structure diagram to enlarge the font size and increase
legibility. In this regard, consider the use of footnotes or tabular disclosure, for example,
to represent your numerous PRC operating companies as necessary. Additionally, revise
to include the defined terms representing certain entities as applicable (e.g., Wangfan
Tianxia Network Technology Co., Ltd. is defined as "Iwangfan" and we note your
footnote 3; however, please revise further for clarity and consistency. Further, please
revise to account for 100% ownership in each entity. For example, we note that your
diagram currently reflects less than 100% ownership for several of your PRC operating
subsidiaries including, but not limited to, 97.1% held in Beijing AirNet Pictures Co., Ltd.
and 75% held in Beijing Airport United Culture Media Co., Ltd. Last, please remove the
arrows associated with the dashed lines representing your relationship with your VIEs.
Item 5. Operating and Financial Review and Prospects
B. Liquidity and Capital Resources
Financial Information Related to the VIEs, page 70
16.Please revise your condensed consolidating schedule as follows and as applicable:
• Include a column for any WFOEs separate from the other subsidiaries.
• Present any due to/due from amounts between the VIEs and the parent company and the
VIEs and the WFOE separately from aggregated assets and liabilities.
• To the extent the line item "Loss subsidiaries" includes earnings/losses from equity
method investments as well as amounts from interests in the VIEs through
contractual arrangements, revise to present such amounts in separate line items as the
current presentation implies the VIE arrangements are similar to an equity method
investment.
• Revise the cash flow information as necessary based on revisions requested in above
bullet points.
• Relocate the condensed consolidating schedule to the Introduction section of the filing.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

September 19, 2024
Page 6
            Please contact Ta Tanisha Meadows at 202-551-3322 or Nasreen Mohammed at 202-551-
3773 if you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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AirNet Technology Inc.

Suite 301

No. 26 Dongzhimenwai Street

Chaoyang District, Beijing
100027

The People’s Republic
of China

May 29, 2024

VIA EDGAR

Ms. Kate Beukenkamp

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: AirNet Technology Inc. (CIK No. 0001413745)

  Registration Statement on Form F-3 (File
No. 333-279318)

Dear Ms. Beukenkamp,

Pursuant to Rule 461 under the Securities Act of
1933, as amended (the “Securities Act”), AirNet Technology Inc. (the “Company”) hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) of
the Company be accelerated by the Securities and Exchange Commission (the “Commission”) to, and that the Registration
Statement become effective at 10:00 A.M., Eastern Time, on May 31, 2024, or as soon thereafter as practicable.

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statement in accordance with Rule 461 under the Securities Act. Such request may be made by an
executive officer of the Company or by any attorney from the Company’s U.S. counsel, Wilson Sonsini Goodrich & Rosati, Professional
Corporation.

The Company hereby acknowledges that:

 · should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare
the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert the Staff’s comments and the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

[Signature page follows]

    Very truly yours,

    AirNet Technology Inc.

    By:
    /s/ Herman Man
    Guo

    Name:
    Herman Man Guo

    Title:
    Chairman of the Board and Interim Chief Financial
    Officer

United States securities and exchange commission logo
May 28, 2024
Herman Man Guo
Chairman of the Board
AIRNET TECHNOLOGY INC.
Suite 301
No. 26 Dongzhimenwai Street
Chaoyang District, Beijing 100027
The People's Republic of China
Re:AIRNET TECHNOLOGY INC.
Registration Statement on Form F-3
Filed May 10, 2024
File No. 333-279318
Dear Herman Man Guo:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kate Beukenkamp at 202-551-3861 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ke (Ronnie) Li

Mail Stop 3720

November 9, 2015

Mr. Richard Wu
Chief Financial  Officer
AirMedia Group, Inc.
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
The People's Republic of China

Re: AirMedia Group, Inc.
 Form 20-F for Fiscal Year Ended December 31, 2014
Filed April 24, 2015
File No. 1-33765

Dear  Mr. Wu :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any perso n under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Terry French for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
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Correspondence

 AIRMEDIA GROUP
INC.

 17/F, Sky Plaza

No. 46 Dongzhimenwai Street

Dongcheng District, Beijing 10027

People’s Republic of China

 October 29, 2015

VIA EDGAR

 Larry Spirgel, Assistant Director

Paul Fischer, Attorney-Advisor

 Ivette Leon, Assistant Chief
Accountant

 Christy Adams, Senior 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 the fiscal year ended December 31, 2014 (the “2014 20-F”)

Filed April 24, 2015

 File No. 001-33765

 Dear Mr. Spirgel, Mr. Fischer, Ms. Leon and Ms. Adams:

This letter sets forth the Company’s response to the comments contained in the letter dated September 21, 2015 from the staff of the
Securities and Exchange Commission (the “Staff”) regarding the 2014 20-F. The “Company” is used in this letter to refer to AirMedia Group Inc., its subsidiaries, and its consolidated affiliated PRC entities. The comments
are repeated below and followed by the response thereto.

 Item 5. Operating and Financial Review and Prospects

Important Factors Affecting Our Results of Operations, page 45

1.
We note from your disclosures on page F-35 that on January 13, 2015, the Group entered into an agreement with Beijing Tianyi Culture Development Co., Ltd., a third party, to sell an 81% equity interest in AM
Jinsheng as well as related property, plant and equipment for consideration of $1.3 million, which operates the Group’s TV-attached digital frames business. We also note from your disclosures on page 47 that after the completion of your
on-going “divestiture” of your business lines of TV-attached digital frames and digital TV screens in airports, you expect revenue to decrease. The nature and extent of your “divestiture” is unclear. Please tell us in more detail
about the nature and extent of the “divestiture” and the effect you expect it to have on total revenue and net income. In this regard tell us how you considered the requirement of Item 5 of Form 20-F to disclose management’s
assessment of factors and trends which are anticipated to have a material effect on the company’s financial condition and results of operations in future periods. Please be reminded of the instruction to Item 5 referring to the
Commission’s interpretive release (No. 33-6835) dated May 18, 1989.

 1

 The Company respectfully advises the Staff that the Company had disclosed in the 2014 20-F the
nature and extent of the divestiture of the business lines of TV-attached digital frames and digital TV screens in airports (the “Divestiture”), to the extent such information was available at the time of the filing. For example, on
page 30 of the 2014 20-F, under “Item 4. Information on the Company—A. History and Development of the Company,” the Company disclosed that in February 2015, it transferred 81% equity interest of Jinsheng Advertising, the operating
entity of the Company’s TV-attached digital frames business, to Beijing Tianyi Culture Development Co., Ltd. (“Beijing Tianyi”) and, in connection with such equity interest transfer, transferred all relevant assets, liabilities
and managerial duties, and was in the process of transferring the related concession rights, to Jinsheng Advertising. In addition, on page 31 of the 2014 20-F, under “Item 4. Information on the Company—B. Business Overview—Advertising
Network and Services,” the Company again disclosed that it agreed to divest its TV-attached digital frames business and airport digital TV screens business, including hardware and related concession rights, and that after the completion of such
Divestiture, the Company will no longer own the related business assets.

 The Company respectfully submits that it considered the
requirement of Item 5 of Form 20-F with respect to the Company’s obligation to disclose known events that the Company reasonably expects will have a material impact on its results of operations and the relevant interpretive release. In
accordance with such requirements, the Company disclosed, on page 47 of the 2014 20-F, under “Item 5. Operating and Financial Review and Prospectus – A. Operating Results,” the fact that that the Company expects revenues from those
business lines being divested to continue to decrease in the future as a result of the Divestiture. However, no further details were disclosed under Item 5 of the 2014 20-F, as the Company did not have sufficient information at the time to
provide a quantitative forecast on the extent of the expected revenue decrease. One of the reasons is that although the transfer of the underlying business assets for TV-attached digital frames and digital TV screens in airports had been completed,
the Company continued to operate certain transferred assets as part of the transition, did not immediately assign all relevant business contracts at the time of such transfer (the “Existing Contracts”), and continued to record
revenues under those contracts. Thus, although the Company expected revenues from the divested business to eventually cease after the full completion of the Divestiture, when filing the 2014 20-F, the Company could not anticipate when and to what
extent such revenue decline would occur, as the length and terms of each Existing Contract subject to a variety of factors such as when Jinsheng Advertising, as controlled by Beijing Tianyi, can obtain all necessary concession rights from the
relevant government authorities and be prepared to independently operate the divested business lines.

 In addition, the Company
respectfully advises the Staff that the Company does not have adequate information on hand to assess in detail the Divestiture’s expected effect and the timing thereof on its overall costs and expenses, primarily because historically, the
Company did not keep a detailed account of the costs and expenses solely associated with the business lines that are the subject of the Divestiture. Therefore, the Company proposes to make clear in future filings the effect of the transaction on
total revenues but cannot disclose an estimate of the effect of the Divestiture on the Company’s total net income in the 2014 20-F.

 2

 Agency Fees, page 54

2.
We note that you record agency fees to cost of revenue ratably over the period in which the advertising is displayed. In this regard, please tell us why you record reductions in accrued agency fees that have been
renegotiated as a reduction in cost of sales in the period that renegotiations are finalized, rather than over the remaining period in which the advertising is displayed.

The Company respectfully advises the Staff that agency fees refer to costs paid to agencies that manage the Company’s relationship with
end customers who ultimately pay to display advertisements on the Company’s media. The agencies are responsible for connecting customers with the Company as well as managing receivable collections on behalf of the Company. These agency fees are
accrued based on the corresponding advertising contracts entered into by the end customers and are recorded ratably over the period in which the relevant advertisement is displayed. After an advertisement display contract is completed and the end
customer has settled the related accounts receivable due to the Company, if the Company is not satisfied with the timeliness of the end customer receivable collection, it occasionally initiates renegotiations of the applicable agency fees. If such
renegotiations are successful, the resulting adjustments to agency fees are then recorded during the period in which the renegotiations are finalized, typically several months or quarters after the completion of the contract and the receipt of the
related receivable, due to the aforementioned delay in the decision to renegotiate.

 On page 49 of the 2014 20-F, the Company disclosed the
amount of agency fees recorded as cost of revenues in the amount of US$46 million in 2012, US$37 million in 2013 and US$36 million in 2014. In addition, on page 54 of the 2014 20-F, the Company disclosed reverses/adjustments in accrued agency fees
as a result of renegotiations, which reverses/adjustments amounted to US$6.4 million in 2012, US$3.3 million in 2013 and US$1.4 million in 2014. The Company proposes to make clear, in its future Form 20-F filings, that any renegotiation of agency
fees would take place after all advertising displays have been completed.

 Note 6. Accounts Receivable, net, page F-34

3.
We note that your allowance for doubtful accounts increased as a percentage of gross accounts receivable from 6.3% to 12.7% as of December 31, 2013 and 2014 while gross accounts receivable decreased. Please tell
us about the facts and circumstances that resulted in the increase to your allowance for doubtful accounts in 2013 and 2014.

 3

 Due to the recent economic downturn and the unfavorable macroeconomic environment in China, the
collectability of the Company’s accounts receivables in 2014 was worse than that in 2013. According to the Company’s policy on general allowance for doubtful accounts, the Company recorded allowance for doubtful accounts based on its aging
analysis.

 The Company attributes the growth of aged accounts receivable as the key driver for the increase of allowance for doubtful
accounts, especially in relation to receivables aged over 720 days, for which a full allowance is provided. The balance of receivables aged over 720 days was US$4 million in 2013 and US$8.5 million in 2014, which accounted for 3.6% and 8.7% of gross
accounts receivable, respectively. The policy also applies to other aging periods, including the balance of account receivables aged over 180 days but less than 720 days, for which various additional allowances are also provided. The Company plans
to discuss these and other facts and circumstances that affect its allowance for doubtful accounts in the appropriate sections of its future Form 20-F filings, including in “Item 5. Operating and Financial Review and Prospects—A. Operating
Results” and “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources” as well as in the relevant parts of the F-pages.

4.
Please tell us about your policy for charging off uncollectible trade accounts receivable in accordance with ASC 310-10-50-4A and disclose in future filings.

The Company respectfully advises the Staff that its policy for charging off uncollectible trade accounts receivable includes general allowance
and specific allowance for doubtful accounts.

 The Company considers many factors for general allowance for doubtful accounts, including
review results of delinquent accounts receivables, results of aging analyses and customer credit analyses, and analysis of historical bad debt records and current economic trends. Generally, accounts receivables with aging of less than 180 days are
not provided with allowance; accounts receivables with aging of more than 180 days but less than 270 days are provided with 5% allowance; accounts receivables with aging of more than 270 days but less than 360 days are provided with 15% allowance;
accounts receivable with aging of more than 360 days but less than 720 days are provided with 25% allowance; and accounts receivables with aging of more than 720 days are provided with full allowance.

Additional allowance for specific doubtful accounts might be made if the Company’s customers are unable to make payments due to their
deteriorating financial condition or other adverse factors.

 According to ASC310-10-50-4A: “Except for credit card receivables, an
entity shall disclose its policy for charging off uncollectible trade accounts receivable that have both of the following characteristics:

a.
They have a contractual maturity of one year or less

b.
They arose from the sale of goods or services.”

 4

 In response to the Staff’s comment, the Company proposes to revise the disclosure concerning
its policy for charging off uncollectible trade accounts receivable, to be included in Note 2(aa) or other appropriate parts of the F-pages of its future Form 20-F filings, as follows (the changed portions are italicized and underlined):

“Allowance of doubtful accounts

The Group conducts credit evaluations of clients and generally do not require collateral or other security from clients. The Group establishes
a general allowance for doubtful accounts. Many factors are considered in estimating the general allowance, including reviewing delinquent accounts receivable, performing aging analyses and customer credit analyses, and analyzing
historical bad debt records and current economic trends. Additional allowance for specific doubtful accounts might be made if the Group’s customers are unable to make payments due to their deteriorating financial
condition. If the frequency and amount of customer defaults change due to the clients’ financial condition or general economic conditions, the allowance for uncollectible accounts may require adjustment. As a result, the Group
continuously monitors outstanding receivables and adjusts allowances for accounts where collection may be in doubt.”

*    *    *

 5

 The Company hereby acknowledges that

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

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 federal securities laws of the United States.

If you have any additional questions or comments regarding the 2014 20-F, please contact the undersigned at +86 10 8460 8181 or the
Company’s U.S. counsel, Z. Julie Gao and Haiping Li of Skadden, Arps, Slate, Meagher & Flom LLP at +852 3740 4863 and +852 3740 4835, respectively.

Very truly yours,

 /s/ Richard Wu

Richard Wu

Chief Financial Officer

cc:
Herman Man Guo, Chairman and Chief Executive Officer, AirMedia Group Inc.

 Z. Julie Gao, Esq.,
Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 Yan Wang, Partner, Deloitte Touche Tohmatsu Certified Public Accountants LLP

 6

CORRESP
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Correspondence

 17/F, Sky Plaza

No. 46 Dongzhimenwai Street

Dongcheng District, Beijing 100027

The People’s Republic of China

September 29, 2015

 VIA EDGAR

Larry Spirgel, Assistant Director

 Paul Fischer,
Attorney-advisor

 Ivette Leon, Assistant Chief Accountant

Christy Adams, Senior 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 the fiscal year ended December 31, 2014 (the “2014 20-F”)

Filed April 24, 2015

 File No. 001-33765

 Dear Mr. Spirgel, Mr. Fischer, Ms. Leon and Ms. Adams:

The Company has received the letter (the “Letter”) dated September 21, 2015 from the staff of the Securities and
Exchange Commission regarding the 2014 20-F. The Company would like to request an extension to the deadline for responding to the Letter. The Company will provide its response to the Letter via EDGAR as soon as possible, in any event no later than
October 31, 2015.

 If you have any additional questions or comments regarding the 2014 20-F, please contact the Company’s U.S.
counsel, Julie Gao of Skadden, Arps, Slate, Meagher & Flom, by phone at (852) 3740-4863 or via e-mail at julie.gao@skadden.com. Thank you very much.

Very truly yours,

 /s/ Richard Wu

Richard Wu

Chief Financial Officer

cc:
Herman Man Guo, Chairman and Chief Executive Officer, AirMedia Group Inc.

 Z. Julie Gao, Esq.,
Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

Mail Stop 3720

September 21, 2015

Mr. Richard Wu
Chief Financial  Officer
AirMedia Group, Inc.
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
The People's Republic of China

Re: AirMedia Group, Inc.
 Form 20-F for Fiscal Year Ended December 31, 2014
Filed April 24, 2015
File No. 1-33765

Dear  Mr. Wu :

We have reviewed your filing 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Item 5. Operating and Financial Review and Prospects

Important Factors Affecting Our Results of Operations , page 45

1. We note from your disclosures on page F -35 that on January 13, 2015, the Group entered
into an agreement with Beijing Tianyi Culture Development Co., Ltd., a third party, to
sell an 81% equity in terest in AM Jinsheng as well as related property, plant and
equipment for consideration of $1.3 million, which operates the Group's TV -attached
digital frames business.  We also note from your disclosures on page 47 that a fter the
completion of your on -going “divestiture” of your business lines of TV -attached digital
frames and digital TV screens in airports, you expect revenue to decrease.  The nature
and extent of your “divestiture” is unclear.  Please tell us in more detail about the nature

Mr. Richard Wu
AirMedia Group, Inc.
September 21, 2015
Page 2

 and extent o f the “divestiture” and the effect you expect it to have on total revenue and
net income.  In this regard tell us how you considered the requirement of Item 5 of Form
20-F to disclose management’s assessment of factors and trends which are anticipated to
have a material effect on the company’s financial condition and results of operations in
future periods.   Please be reminded of the instruction to Item 5 referring to the
Commission’s interpretive release (No. 33 -6835) dated May 18, 1989.

Agency Fees, pag e 54

2. We note that you record agency fees to cost of revenue ratably over the period in which
the advertising is displayed.  In this regard, please tell us why you record reductions in
accrued agency fees that have been renegotiated as a reduction in cost  of sales in the
period that renegotiations are finalized, rather than over the remaining period in which
the advertising is displayed.

Note 6.  Accounts Receivable, net, page F -34

3. We note that your allowance for doubtful accounts increased as a percentage of gross
accounts receivable from 6.3% to 12.7% as of December 31, 2013 and 2014 while gross
accounts receivable decreased.  Please tell us about the facts and circumstances that
resulted in the increase to your allowance  for doubtful  accounts in 2013 and 2014.

4. Please tell us about your policy for charging off uncollectible trade accounts receivable in
accordance with ASC 310 -10-50-4A and disclose in future filings.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 disclosures they have made.

 In responding to our comments, please provide a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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 federal securities laws of the United States.

You may contact Christy Adams, Senior Staff Accountant, at (202)  551-3363  or Ivette
Leon, Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments

Mr. Richard Wu
AirMedia Group, Inc.
September 21, 2015
Page 3

 on the financial statements and related matters.  Please contact Paul Fischer  at (202) 551 -3415  or
me at (202) 551 -3810  with any other question s.

Sincerely,

 /s/ Terry French for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

December 13, 2012

Via E -mail
Herman Man Guo
Chairman and CEO
AirMedia Group Inc.
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
The People’s Republic of China

Re: AirMedia Group Inc.
 Form 20-F for Fiscal Year Ended December 31, 2011
Filed April 30, 2012
File No. 001 -33765

Dear Mr. Guo :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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
federal securitie s laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc: Via E -mail
 Z. Julie Gao, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

Correspondence

 [AirMedia Group Inc. Letterhead]

December 7, 2012

 VIA
EDGAR

 Larry Spirgel, Assistant Director

 Celeste M. Murphy, Legal Branch Chief

 Kate Beukenkamp, Attorney-Advisor

Terry French, Accountant Branch Chief

 Claire
DeLabar, 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, 2011 (the “2011 20-F”)

 Filed April 30, 2012 (File No. 001-33765)

 Dear Mr. Spirgel,
Ms. Murphy, Ms. Beukenkamp, Mr. French and Ms. DeLabar:

 This letter sets forth the Company’s
responses to the comment contained in the letter dated November 27, 2012 from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) regarding the 2011 20-F. The Staff’s comment is
repeated in bold below and is followed by the Company’s response thereto.

*                    *
                   *

 Form 20-F for the year
ended December 31, 2011

 Risk Factors, page 7

1.
Please expand the proposed disclosure for the Risk Factor in response to comment two from our letter dated October 11, 2012 to include the percentage ownership
in the registrant and the VIEs of the officers and directors that are also shareholders in the VIEs.

 In
response to the Staff’s comment, the Company proposes to revise the risk factor, to be included in its future Form 20-F filings, as follows (the revised portions, which are in the body of the proposed risk factor, are in italics):

“Because some of the shareholders of our VIEs in China are our directors and officers, their fiduciary duties to us may
conflict with their respective roles in the VIEs, and their interest may not be aligned with the interests of our unaffiliated public security holders. If any of the shareholders of our VIEs fails to act in the best interests of our company or our
shareholders, our business and results of operations may be materially and adversely affected.

 Certain of our directors and officers are shareholders in the VIEs, AM Advertising, Shengshi
Lianhe, AirMedia UC, and AM Yuehang. Mr. Herman Man Guo, our chairman and chief executive officer, in addition to holding 22.17 % in our company, also directly and indirectly holds approximately 80.10% of AM Advertising, 79.86% of
Shengshi Lianhe and 80.14% of AirMedia UC. Mr. Qing Xu, our director and executive president, in addition to holding 3.03% of our company, also directly and indirectly holds approximately 11.79% of AM Advertising, 11.94% of Shengshi Lianhe and
11.87% of AirMedia UC. Mr. James Zhonghua Feng, our director and president, holds 80% of AM Yuehang. In addition, Mr. Guo and Mr. Xu are each a director of AirMedia UC, Shengshi Lianhe and AM Advertising, and Mr. Guo is the
legal representative of each of Shengshi Lianhe and AirMedia UC. For these directors and officers, their fiduciary duties toward our company under Cayman law—to act honestly, in good faith and with a view to our best interests—may conflict
with their roles in the VIEs, as what is in the best interest of the VIEs may not be in the best interests of our company or the unaffiliated public shareholders of our company.

Currently, we do not have agreements in place that solely target to resolve conflicts of interest arising between our company and the VIEs
and their operations. In addition, we have not appointed a separate fiduciary—one without potential conflicts of interest—to serve as the fiduciary of the public unaffiliated security holders of our company. Although our independent
directors or disinterested officers may take measures to prevent the parties with dual roles from making decisions that may favor themselves as shareholders of the VIEs, we cannot assure you that these measures would be effective in all instances.
If the parties with dual roles do find ways to make and carry out decisions on our behalf that are detrimental to our interest, our business and results of operations may be materially and adversely affected.

Certain provisions in the contractual agreements between AM Technology and our VIEs do impose limits on the rights of the shareholders of
the VIEs. For example, each of the shareholders of the VIEs has signed an irrevocable power of attorney authorizing the person designated by AM Technology to exercise its rights as shareholder, including the voting rights, the right to enter into
legal documents and the right to transfer its equity interest in the VIEs. However, we cannot assure you that when conflicts of interest arise that each of our VIEs and its respective shareholders will act completely in our interests or that
conflicts of interests will be resolved in our favor, or that the above contractual provisions would be sufficient protection for us in the event that shareholders of the VIEs fail to perform under their contracts with AM Technology. In any such
event, we would have to rely on legal remedies under PRC law, which may not be effective. See “—We rely on contractual arrangements with our consolidated variable interest entities and their shareholders for a substantial portion of our
China operations, which may not be as effective as direct ownership in providing operational control” and Item 7, “Major Shareholders and Related Party Transactions—Related Party Transactions—Contractual
Arrangements.””

 2

 The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC 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 SEC or any person under the federal securities laws of the
United States.

*                    *
                  *

 3

 If you have any additional questions or comments regarding the 2011 20-F, please contact the
Company’s U.S. counsel, Julie Gao of Skadden, Arps, Slate, Meagher & Flom, at (852) 3740-4850. Thank you very much.

Very truly yours,

 /s/ Herman Man Guo

Name:

Herman Man Guo

Title:

Chairman and Chief Executive Officer

cc:
Henry Ho, Chief Financial Officer, AirMedia Group Inc.

 Z. Julie Gao, Esq., Skadden, Arps, Slate, Meagher & Flom, Hong Kong

 Yan
Wang, Deloitte Touche Tohmatsu CPA Ltd., Beijing

 4

November 27 , 2012

Via E -mail
Herman Man Guo
Chairman and CEO
AirMedia Group Inc.
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
The People’s Republic of China

Re: AirMedia Group Inc.
 Form 20-F for Fiscal Year Ended December 31, 2011
Filed April 30, 2012
Response dated November 9, 2012
File No. 001-33765

Dear Mr. Guo :

We have reviewed your filing an d have the following comment.  In our comment, 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 comment appl ies 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 this comment, we may have  additional comments.
Form 20 -F for the year ended December 31, 2011
Risk Factors, page 7

1. Please expand the proposed disclosure for the Risk Factor in response to comment two
from our letter dated October 11, 2012 to include the percentage ownership in the
registrant and the VIEs of the officers and directors that are also shareholders in the VIEs.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the acc uracy
and adequacy of the disclosures they have made.

Herman Man Guo
AirMedia Group Inc.
November 27 , 2012
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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 Commissi on or any person under the federal securities laws of the United States.

You may contact Claire DeLabar, Staff Accountant , at 202-551-3349 or Terry French,
Accountant Branch Chief, at 202-551-3828  if you have questions regarding comments on the
financial statements and related matters.  Please contact Kate Beukenkamp, Attorney -Advisor, at
202-551-6971 or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257 with any other
questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc: Via E -mail
 Z. Julie Gao, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
1
filename1.htm

Correspondence

 [AirMedia Group Inc. Letterhead]

November 9, 2012

 VIA
EDGAR

 Larry Spirgel, Assistant Director

 Celeste M. Murphy, Legal Branch Chief

 Kate Beukenkamp, Attorney-Advisor

Terry French, Accountant Branch Chief

 Claire
DeLabar, 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, 2011 (the “2011 20-F”)

Filed April 30, 2012 (File No. 001-33765)

 Dear Mr. Spirgel, Ms. Murphy, Ms. Beukenkamp, Mr. French and Ms. DeLabar:

 This letter sets forth the Company’s responses to the comments contained in the letter dated October 11, 2012 from the staff (the “Staff”) of the Securities and Exchange
Commission (the “SEC”) regarding the 2011 20-F. The Staff’s comments are repeated in bold below and each comment is followed by the Company’s response thereto.

*            *
  *

 Form 20-F for the year ended December 31, 2011

 General

1.
We note that you announced a change in CFO from Ms. Ping Sun to Mr. Henry Ho earlier this month. Please tell us more about Mr. Ho’s specific
educational or professional experience working with U.S. GAAP.

 The Company respectfully submits that
Mr. Ho has extensive professional experience in finance and has also developed strong leadership skills through his past work experiences. Mr. Ho’s educational background and professional experiences are set forth in detail below:

 Education:

•

 Higher diploma in accounting from Hong Kong Polytechnic University in 1978

•

 Master’s degree in accounting and finance at the University of Lancaster in the United Kingdom in 1981

 Professional Experience:

•

 Experience with respect to accounting, auditing and taxation:

•

 Worked as audit clerk at KPMG Hong Kong from 1978 to 1979

•

 Worked as accountant at Ernst & Young Hong Kong from 1982 to 1983

•

 Experience reviewing and analyzing the U.S. GAAP financial statements of U.S.-listed companies:

•

 Worked as research analyst at Merrill Lynch Asia, covering Ctrip.com International, Ltd., which was listed on the NASDAQ Global Market in 2003, during
its initial public offering.

•

 Worked as research analyst at Lehman Brothers Asia, covering AirMedia Group Inc. in 2007, during its initial public offering.

•

 Worked as supervisor of research analysts with a focus on U.S.-listed companies with primary operations in China, headed the China equity research
teams at Morgan Stanley Asia from December 2000 through 2002, at Merrill Lynch from 2003 through 2004, at UBS from 2004 through 2007, and at Lehman Brothers from 2007 through 2008.

•

 Leadership experience:

•

 Developed practical leadership skills while serving as head of research teams at several investment banks, as described above.

•

 Headed the China team equity team at Morgan Stanley Asia from December 2000 through 2002, rebuilding the team from scratch.

•

 Led UBS’s China equity research team, ranked consistently No. 1 by the Journal of Institutional Investors, from 2004 to 2005, and helped
built UBS’s A-share analyst team in Shanghai during 2006 and 2007.

•

 Worked as executive committee member of the Leadership Training Association, a non-profit organization providing social services in Hong Kong, from
1996 to 1997, and served as the chairman of the association in 1997 and 1998. Acted as the association’s advisor since 1999.

 2

 A key part of Mr. Ho’s work in preparing research reports for Ctrip.com
International, Ltd. and AirMedia Group Inc. was to review and provide in-depth analysis of their financial statements prepared in accordance with U.S. GAAP; such skills are essential to the production of accurate research recommendations. In
addition, application of Mr. Ho’s detailed understanding of U.S. GAAP was also key to his leadership role in evaluating the quality of research reports being produced by various China analyst teams he supervised at Morgan Stanley Asia,
Merrill Lynch Asia and UBS. Thus, through his past work experience, Mr. Ho acquired a deep understanding of U.S. GAAP, including the application of different accounting policies and their potential implications. The Company believes that
Mr. Ho’s past work experience, particularly his experience in reviewing and analyzing the U.S. GAAP financial statements of U.S.-listed companies, will help him lead the Company’s accounting and financial reporting department in
carrying out key procedures to comply with U.S. GAAP and SEC reporting standards.

 As disclosed in Item 15 of our 2011
20-F, the Company’s management identified a material weakness related to the lack of accounting personnel with sufficient knowledge of U.S. GAAP. The Company’s remediation plan focused on hiring additional individuals with U.S. GAAP
experience to improve the Company’s controls in addressing U.S. GAAP matters. The plan included the hiring of Mr. Ho as well as the hiring of two new individuals for the position of financial controller and financial reporting director. A
brief summary of the background of the new financial controller and financial reporting director is set forth below:

•

 The Company’s new financial controller has 5 years’ external audit experiences in one of the Big Four public accounting firm and nearly
another 5 years of U.S. GAAP reporting experiences in public companies listed on the Nasdaq and NYSE.

•

 The Company’s new financial reporting director, who is a U.S. Certified Public Accountant (“CPA”), has over five years of external
auditing experience reviewing financial statements prepared in accordance with U.S. GAAP and evaluating the effectiveness of internal control over financial reporting in a PCAOB registered public accounting firm.

Management will perform its annual assessment of the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2012 and report its conclusion in the annual report on Form 20-F for fiscal year 2012.

 Risk Factors, page 7

2.
Please include a risk factor with the names and titles of your officers and directors who are shareholders in the VIE and discuss how their fiduciary duties to the
listed company, Airmedia Group, Inc., may conflict with these individuals’ respective roles in the VIE, including as majority shareholders and any officer and director or other leadership roles they have in the VIE, listing same. Discuss
whether or not you have agreements in place to resolve conflicts of interest between the listed company and VIE and its operations. Disclose how the interests of the listed company officers and directors may not be aligned with the unaffiliated
public security holders of the listed company due to these individuals’ holdings of the VIE. Explain whether or not a separate fiduciary without these potential conflicts serves as the fiduciary of the public unaffiliated security
holders of the listco. State whether or not this fiduciary is considered wholly independent of the company officers and directors with holdings at the VIE and its operations and the factors by which you have determined such fiduciary to be
independent; include a discussion of factors that may contraindicate any such independence. Finally, discuss whether there would be any effective way for any independent directors or the other shareholders of your company to prevent the parties with
dual roles from making decisions on behalf of your company that may favor themselves as shareholders of the VIE.

 3

 In response to the Staff’s comment, the Company proposes to add the below risk factor
in all of its future Form 20-F filings:

 “Because some of the shareholders of our VIEs in China are
our directors and officers, their fiduciary duties to us may conflict with their respective roles in the VIEs, and their interest may not be aligned with the interests of our unaffiliated public security holders. If any of the shareholders of our
VIEs fails to act in the best interests of our company or our shareholders, our business and results of operations may be materially and adversely affected.

 Certain of our directors and officers are shareholders in the VIEs, AM Advertising, Shengshi Lianhe, AirMedia UC, and AM Yuehang; these include Mr. Herman Man Guo, our chairman and chief executive
officer, Mr. James Zhonghua Feng, our director and president, and Mr. Qing Xu, our director and executive president. Mr. Guo and Mr. Xu are each a director of AirMedia UC, Shengshi Lianhe and AM Advertising, and Mr. Guo is
the legal representative of each of Shengshi Lianhe and AirMedia UC. For these directors and officers, their fiduciary duties toward our company under Cayman law—to act honestly, in good faith and with a view to our best interests—may
conflict with their roles in the VIEs, as what is in the best interest of the VIEs may not be in the best interests of our company or the unaffiliated public shareholders of our company.

Currently, we do not have agreements in place that solely target to resolve conflicts of interest arising between our company and the VIEs
and their operations. In addition, we have not appointed a separate fiduciary—one without potential conflicts of interest—to serve as the fiduciary of the public unaffiliated security holders of our company. Although our independent
directors or disinterested officers may take measures to prevent the parties with dual roles from making decisions that may favor themselves as shareholders of the VIEs, we cannot assure you that these measures would be effective in all instances.
If the parties with dual roles do find ways to make and carry out decisions on our behalf that are detrimental to our interest, our business and results of operations may be materially and adversely affected.

 4

 Certain provisions in the contractual agreements between AM Technology and our VIEs do
impose limits on the rights of the shareholders of the VIEs. For example, each of the shareholders of the VIEs has signed an irrevocable power of attorney authorizing the person designated by AM Technology to exercise its rights as shareholder,
including the voting rights, the right to enter into legal documents and the right to transfer its equity interest in the VIEs. However, we cannot assure you that when conflicts of interest arise that each of our VIEs and its
respective shareholders will act completely in our interests or that conflicts of interests will be resolved in our favor, or that the above contractual provisions would be sufficient protection for us in the event that shareholders of the VIEs fail
to perform under their contracts with AM Technology. In any such event, we would have to rely on legal remedies under PRC law, which may not be effective. See “—We rely on contractual arrangements with our consolidated variable interest
entities and their shareholders for a substantial portion of our China operations, which may not be as effective as direct ownership in providing operational control” and Item 7, “Major Shareholders and Related Party
Transactions—Related Party Transactions—Contractual Arrangements.”

 If advertising registration certificates are not
obtained for our airport advertising; page 13

3.
We note your disclosure on page 13 that applicable PRC regulations promulgated by the State Administration for Industry and Commerce, or the SAIC, specify that
advertisements placed inside or outside of the “departure halls” of airports are considered outdoor advertisements and must be registered with local SAIC offices by “advertising distributors.” Expand your disclosure here and in
your risk factors to clarify the scope of your liability with respect to a failure to comply with applicable laws or regulations and how these rules do or do not apply to you and your operations. We note your disclosure that you intend to register
with the relevant local SAIC offices if you are required to do so. Please advise.

 In response to the
Staff’s comment, the Company respectfully advises the Staff that in the Company’s future Form 20-F filings, it will revise the relevant risk factor currently on page 13 of the 2011 Form 20-F as follows (revised portions are in italics):

 “If advertising registration certificates are not obtained for our airport advertising operations
where such registration certificates are deemed to be required, we may be subject to administrative sanctions, including the discontinuation of our advertisements at airports where the required advertising registration is not obtained.

 5

 Applicable PRC regulations promulgated by the State Administration for Industry and
Commerce, or the SAIC, specify that advertisements placed inside or outside of the “departure halls” of airports are considered outdoor advertisements and must be registered with local SAIC offices by “advertising distributors.”
According to the Outdoor Advertising Registration Administrative Regulations, or the Outdoor Regulations, which was issued by the SAIC and became effective on July 1, 2006, if we fail to comply with such requirements, we may be
ordered by the local SAIC office to (1) forfeit the relevant advertising income, (2) pay an administrative fines of up to RMB 30,000 and (3) register the advertisements within a set period. If we fail to register
these advertisements within the required timeframe, the relevant local SAIC office may require us to discontinue the relevant advertisements where the required advertising registration has not been obtained. We understand that these
Outdoor Regulations apply to our operations, and intend to register with the relevant local SAIC offices if requested by the local SAIC offices or any specific airport authorities; so far we have registered and received outdoor
advertising licenses for our advertisements in Beijing Capital Airport, Shanghai Pudong Airport and Shanghai Hongqiao Airport, and our registrations have been approved by the SAIC offices in four other cities and provinces where we have operations
for our advertisements in the airports of those regions. However, we cannot assure you that we will obtain all applicable registration certificates in compliance with the outdoor advertisement provisions due to the uncertainty in the
implementation and enforcement of the regulations promulgated by the SAIC. If we are found to be in violation of the Outdoor Regulations, we may be subject to any or all of the penalties set forth above, including forfeiture of relevant income
and the payment of administrative fines.”

 Risks Related to our Corporate Structure, page 19

If the PRC government finds that the agreements that establish the structure for..., page 19

4.
Please revise your risk factor to clarify what PRC regulations prohibiting foreign investment in the advertising services industry do or do not apply to you
currently. We note the PRC’s permission of such operations by foreign entities that have at least three years of direct operations in the advertising industry outside of China and your disclosure that your wholly owned Hong Kong subsidiary, AM
China, the 100% shareholder of AM Technology and Xi’an AM, meets that requirement. Please reconcile your disclosure on this issue throughout your document. We note your disclosure on page 86.

In response to the Staff’s comment, the Company respectfully advises the Staff that in the Company’s future Form 20-F filings,
it will disclose the revised risk factor as follows (revised portions are in italics):

 “If the PRC government finds
that the agreements that establish the structure for operating our China business do not comply with PRC governmental restrictions on foreign investment in the advertising industry and in the operating of non-advertising content, our business could
be materially and adversely affected.

 6

 Substantially all of our operations are conducted through contractual arrangements with our
consolidated variable interest entities, or VIEs, in China: AM Advertisi

CORRESP
1
filename1.htm

Correspondence

 [AirMedia Group Inc. Letterhead]

 October 16, 2012

 VIA EDGAR

 Larry Spirgel, Assistant Director

 Celeste M. Murphy, Legal Branch Chief

Kate Beukenkamp, Attorney-Advisor

 Terry French,
Accountant Branch Chief

 Claire DeLabar, 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, 2011 (“2011 20-F”)

Filed April 30, 2012 (File No. 001-33765)

 Dear Mr. Spirgel, Ms. Murphy, Ms. Beukenkamp, Mr. French and Ms. DeLabar:

 We have received the comment letter dated October 11, 2012 from the staff of the Securities and Exchange Commission (the “Staff”) regarding the 2011 20-F. We understand that the due date
for responding to the Staff’s comments is October 26, ten business days after issuance of the letter. We would like to request an extension to the deadline for responding to the comment letter as we will need additional time to prepare a
thorough and comprehensive response letter. We will file the response to the Staff’s comment letter via EDGAR as soon as possible, in any event no later than November 9, 2012.

If you have any additional questions or comments regarding the 2011 20-F, please contact the Company’s U.S. counsel, Z. Julie Gao of
Skadden, Arps, Slate, Meagher & Flom, at (852) 3740 4850. Thank you very much.

Very truly yours,

 /s/ Henry Ho

Henry Ho

Chief Financial Officer

cc:

Herman Man Guo, Chairman and Chief Executive Officer, AirMedia Group Inc.

Z. Julie Gao, Esq., Skadden, Arps, Slate, Meagher & Flom, Hong Kong

Yan Wang, Deloitte Touche Tohmatsu CPA Ltd., Beijing

October 11, 2012

Via E -mail
Herman Man Guo
Chairman and CEO
AirMedia Group Inc.
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
The People’s Republic of China

Re: AirMedia Group Inc.
 Form 20-F for Fiscal Year Ended December 31, 2011
Filed April 30, 2012
File No. 001-33765

Dear Mr. Guo :

We have reviewed your filing an d 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 d o not believe our comments apply 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  commen ts, we may have  additional comments.
Form 20 -F for the year ended December 31, 2011
General

1. We note that you announced a change in CFO from Ms. Ping Sun to Mr. Henry Ho
earlier this month.  Please tell us more about Mr. Ho’s specific educational or
professional experience working with U.S. GAAP.

Risk Factors, page 7

2. Please include a risk factor with the names and titles of your officers and directors who
are shareholders in the VIE and discuss how their fiduciary duties to the listed company,
Airm edia Group, Inc., may conflict with these individuals’ respective roles in the VIE,

Herman Man Guo
AirMedia Group Inc.
October 11, 2012
Page 2

 including as majority shareholders and any officer and director or other leadership roles
they have in the VIE, listing same. Discuss whether or not you have agreements in place
to resolve conflicts of interest between the listed company and VIE and its operations.

Disclose how the interests of the listed company officers and directors may not be aligned
with the unaffiliated public security holders of the listed company du e to these
individuals’ holdings of the VIE.  Explain whether or not a separate fiduciary without
these potential conflicts serves as the fiduciary of the public unaffiliated security holders
of the listco. State whether or not this fiduciary is considered  wholly independent of the
company officers and directors with holdings at the VIE and its operations and the factors
by which you have determined such fiduciary to be independent; include a discussion of
factors that may contraindicate any such independen ce. Finally, discuss whether there
would be any effective way for any independent directors or the other shareholders of
your company to prevent the parties with dual roles from making decisions on behalf of
your company that may favor themselves as shareh olders of the VIE.

If advertising registration certificates are not obtained for our airport advertising; page 13

3. We note your disclosure on page 13 that applicable PRC regulations promulgated by the
State Administration for Industry and Commerce, or the SAIC, specify that
advertisements placed inside or outside of the “departure halls” of airports are considered
outdoor advertisements and must be registered with local SAIC offices by “advertising
distributors.”  Expand your disclosure here and in your risk factors to clarify the scope of
your liability with respect to a failure to comply with applicable laws or regula tions and
how these rules do or do not apply to you and your operations.  We note your disclosure
that you intend to register with the relevant local SAIC offices if you are required to do
so.  Please advise.

Risks Related to our Corporate Structure, page  19

If the PRC government finds that the agreements that establish the structure for …, page 19

4. Please revise your risk factor to clarify what PRC regulations prohibiting foreign
investment in the advertising services industry do or do not apply to you cu rrently.  We
note the PRC’s permission of such operations by foreign entities that have at least three
years of direct operations in the advertising industry outside of China and your disclosure
that your wholly owned Hong Kong subsidiary, AM China, the 10 0% shareholder of AM
Technology and Xi’an AM, meets that requirement.  Please reconcile your disclosure on
this issue throughout your document.  We note your disclosure on page 86.

Herman Man Guo
AirMedia Group Inc.
October 11, 2012
Page 3

 5. Please explain the impact of the scope of the business licenses of each  of Shenzhen AM,
AM Technology and Xi’an AM, including the development of electronic, computer and
media -related technologies and products, but not including advertising “due to certain
restrictions on foreign ownership of advertising enterprises under PRC  law,” as stated on
page 42.

6. Please revise your risk factor to clarify what PRC regulations prohibit foreign investment
in the production and operation of any non -advertising television program content, how
such prohibition applies to you and your operat ions and your potential liability for same.

Restrictions on currency exchange may limit our ability to receive and use our…, page 22

7. Please revise your disclosure in this risk factor to reference any new rules, regulations
and circulars, or restrictions by SAFE or other agencies of the PRC (including Circular
45 promulgated November 16, 2011 by SAFE), regarding Renminbi converted from
foreign currency capital.  Explain how these limitations affect your ability to finance your
PRC subsidiaries.  Include di scussion of how Circular 45 operates in conjunction with
existing Circular 142.

Organizational Structure, page 47

Shareholding Structure, page 47

8. Revise your organizational chart to clearly reflect shareholder and entity names and
percentage ownership.   Include the officers and directors present at each entity, noting
any relationships between and among the individuals at the various entities.

Management’s Discussion and Analysis, page 48

9. Please expand the discussion of revenues on page 51 to separate ly quantify the changes in
revenues due to changes in price vs. volume pursuant to Financial Reporting Codification
section 501.04.

10. We note on page F -2 that your accounts receivable balance has increased by 50% during
2011 and that your allowance for doub tful accounts has declined from $17 million to $3
million.  Please expand the discussion of Liquidity beginning on page 69 to explain the
reasons for the increase in accounts receivable in excess of the increase in revenues from
period to period and also a ddress the reasons you believe that the $3 million allowance
for doubtful accounts is reasonable as of December 31, 2011.

Herman Man Guo
AirMedia Group Inc.
October 11, 2012
Page 4

 Item 15. Controls and Procedures, page 100

11. We note that during 2011 you experienced significant turnover in financial personnel (i.e.
CFO, Controller, financial reporting director and other key positions within the
accounting and financial reporting department).  Please tell us the reasons for this
turnover in financial personnel at multiple levels within your financial organization
during the period.

Financial Statements

Balance Sheets, page F -2

12. Refer to your disclosure of the Call option agreement on page F -8.  We note that AM
Technology will  act as guarantor of VIEs in all operation related contracts.  Tell us the
basis for your belief that the operating liabilities of the VIE are without recourse to the
registrant, as disclosed on the face of the balance sheets on page F -2.

We urge all pers ons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its manag ement are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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 federal securities laws of the United States.

Herman Man Guo
AirMedia Group Inc.
October 11, 2012
Page 5

 You may contact Claire  DeLabar, Staff Accountant , at 202-551-3349 or Terry French,
Accountant Branch Chief, at 202-551-3828  if you have questions regarding comments on the
financial statements and related matters.  Please contact Kate Beukenkamp, Attorney -Advisor, at
202-551-6971 or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257 with any other
questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc: Via E -mail
 Z. Julie Gao, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP

February 8, 2011
  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 completed our review of your fili ngs and do not have any further comments at
this time.                    Sincerely,   /s/ Paul Fischer for  Larry Spirgel
 Assistant Director
  Fax:  Z. Julie Gao, Esq.
852-3740-4727

CORRESP
1
filename1.htm

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

CORRESP
1
filename1.htm

CORRESP

[AirMedia Group Inc. Letterhead]

January 6, 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:

The Company has received the letter dated December 29, 2010 from the staff of the Securities
and Exchange Commission (the “Staff”) regarding the 2009 20-F. We will provide our response to the
Staff’s letter via EDGAR as soon as possible, in any event no later than January 28, 2011.

If you have any additional questions or comments regarding the 2009 20-F, please contact the
Company’s U.S. counsel, Z. Julie Gao of Skadden, Arps, Slate, Meagher & Flom, at (852) 3740 4850.
Thank you very much.

    Very truly yours,

                                                           /s/ Xiaoya Zhang

    Xiaoya Zhang

    President and Acting Chief Financial Officer

    cc:

    Herman Man Guo, Chairman and Chief Executive Officer, AirMedia Group Inc.

Z. Julie Gao, Esq., Skadden, Arps, Slate, Meagher & Flom, Hong Kong

Jeffrey Fu, Deloitte Touche Tohmatsu CPA Ltd., Beijing

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

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.

1

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.

2

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.

3

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.

4

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.

5

    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

CORRESP
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filename1.htm

Correspondence

[Letterhead of AirMedia Group Inc.]

November 4, 2010

VIA EDGAR AND FACSIMILE

Larry Spirgel, Assistant Director

Kyle Moffatt, Accounting 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 the Year Ended December 31, 2009 (“2009 20-F”)

Filed on May 28, 2010

File No. 001-33765

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

On October 17, 2010, the Company received a faxed copy of the letter dated September 21,
2010 from the staff of the Securities and Exchange Commission regarding the 2009 20-F.
Due to oversight, the letter was not brought to senior management’s attention until yesterday.
We apologize for the delay in responding to the letter. We will provide our response to the
letter via EDGAR as soon as possible, in any event no later than November 18, 2010.

If you have any additional questions or comments regarding the 2009 20-F, please contact the
Company’s U.S. counsel, Julie Gao of Skadden, Arps, Slate, Meagher & Flom, at (852) 3740-4850.
Thank you very much.

    Very truly yours,

    /s/ Xiaoya Zhang

    Xiaoya Zhang

    President and Acting Chief Financial Officer

    cc:

    Herman Man Guo, Chairman and Chief Executive Officer, AirMedia Group Inc.

Z. Julie Gao, Esq., Skadden, Arps, Slate, Meagher & Flom, Hong Kong

Jeffrey Fu, Deloitte Touche Tohmatsu CPA Ltd., Beijing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

        September 21, 2010  Xiaoya Zhang
President and Chief Financial Officer
AirMedia Group Inc. 17/F, Sky Plaza No. 46 Dongzhimenwai Street, Dongcheng District Beijing 10027 People’s Republic of China
Re:  AirMedia Group Inc.
Form 20-F for Fiscal Year Ended December 31, 2009 Filed May 28, 2010 File No. 001-33765

Dear Mr. Zhang:

We note that you conduct substantially all of your  operations outside of the United States.
In order to enhance our understa nding of how you prepare your financial statements and assess
your internal control over financial reporting, we ask that you provide us with information that
will help us answer the following questions.

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

Please describe the process you used to determ ine whether internal control over financial
reporting effectively considered c ontrols to address financial repor ting risks that are relevant to
all locations where you have operations.

If you have an internal audit f unction, please describe it and explai n how, if at all, that function
impacted your evaluation of your intern al control over fina ncial reporting.

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 tran sactions 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 proce ss 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 adju stments in your convers ions and disclosures.

Xiaoya Zhang
AirMedia Group Inc.
September 21, 2010 Page 2
Who is involved in your financial reporting?

We would like to understand more about the background of the people who are primarily
responsible for preparing and s upervising the preparation of your financial statements and
evaluating the effectiveness of your internal cont rol over financial reporting and their knowledge
of US GAAP and SEC rules and regulations.  Without identifying people by name, for each
person, please tell us:

• what role he or she takes in preparing your financial statements and evaluating the
effectiveness of your internal control;
• what relevant education and ongoing training he or she has had relating to US GAAP;
• the nature of his or her contractual or other relationship to you;
• whether he or she holds and maintains any pr ofessional designations such as Certified
Public Accountant (US) or Cert ified Management Accountant; and
• about his or her professional experience, including experience in preparing and/or
auditing financial statements prepared in accordance with US GAAP and evaluating
effectiveness of internal cont rol over financial reporting.
 If you retain an accounting firm or an organiza tion to prepare your financial statements or
evaluate your internal control over financial re porting, please tell us:

• the name and address of the acc ounting firm or organization;
• the qualifications of their employees who perform the services for your company;
• how and why they are qualified to prepare your financial statemen ts or evaluate your
internal control over financial reporting;
• how many hours they spent last year performing these services for you; and
• the total amount of fees you paid to each accounting firm or organization in connection
with the preparation of your financial statemen ts and in connection wi th the evaluation of
internal control over financial reporting fo r the most recent fiscal year end.

If you retain individual s who are not your employees to prep are your financial statements or
evaluate your internal control ov er financial reporting, without pr oviding us with their names,
please tell us:

• why you believe they are qualifie d to prepare your financial st atements or evaluate your
internal control over financial reporting;
• how many hours they spent last year performing these services for you; and
• the total amount of fees you paid to each indivi dual in connection with the preparation of
your financial statements and in connection wi th the evaluation of internal control over
financial reporting for the most recent fiscal year end.

Xiaoya Zhang
AirMedia Group Inc. September 21, 2010 Page 3
Do you have an audit committee financial expert?

We note that you have identified an audit comm ittee financial expert in your filing.  Please
describe his qualifications, including the extent of his knowledge of US GAAP and internal control over financial reporting.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  After reviewing the information you provide in response to these co mments, we may have additional comments.
Please file all correspondence over EDGAR.  You may contact Rahim Ismail, Staff Accountant,
at (202) 551-4965 or Kyle Moffatt, Accountant Branch Chief, at (202) 551-3836 if you have questions regarding these comments.  Please contact me at (202) 551-3810 with any other
questions.
     S i n c e r e l y ,
Larry Spirgel Assistant Director