[FORM 20-F (Mark One) OR December 31, 2011 For the fiscal year ended OR OR Date of event requiring this shell company report _________________________ For the transition period from ___________to ___________. 001-33765 AIRMEDIA GROUP INC. Not Applicable Cayman Islands (Jurisdiction of incorporation or organization) 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 The People’s Republic of China] [Summary of Framework Cooperation Agreement Party A: AirMedia Group Co., Ltd. Address: 15/F, Sky Plaza, No.46 of Dongzhimenwai Avenue, Dongcheng District, Beijing, the PRC Legal Representative: Guo Man Party B: Beijing Super TV Co., Ltd Address: Jingmeng High-Tech Building B, 4th Floor, No. 5 Shangdi East Road, Haidian District, Beijing, the PRC Legal Representative: Zhu Jianhua I. Incorporation of New] [Summary of Supplemental Agreement to Framework Cooperation Agreement Party A: AirMedia Group Co., Ltd. Address: 15/F, Sky Plaza, No.46 of Dongzhimenwai Avenue, Dongcheng District, Beijing, the PRC Legal Representative: Guo Man Party B: Beijing Super TV Co., Ltd Address: Jingmeng High-Tech Building B, 4th Floor, No. 5 Shangdi East Road, Haidian District, Beijing, the PRC Legal Representative: Zhu Jianhua Party] [AIRMEDIA GROUP INC. 2011 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 2.1 “ Award 2.2 “ Award Agreement 2.3 “] [List of Subsidiaries Wholly-Owned Subsidiaries Place of Incorporation 1. Broad Cosmos Enterprises Ltd. British Virgin Islands 2. Air Media International Ltd. British Virgin Islands 3. Excel Lead International Limited British Virgin Islands 4. Dominant City Ltd. British Virgin Islands 5. Easy Shop Limited British Virgin Islands 6. Air Media (China) Limited Hong Kong 7. Glorious Star Investment Limited Hong Kong] [CERTIFICATIONS I, Herman Man Guo, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [CERTIFICATIONS I, Ping Sun, certify that: 1. I have reviewed this annual report on Form 20-F of AirMedia Group Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were] [OF THE SARBANES-OXLEY ACT OF 2002 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. Herman Man Guo Chief Executive Officer] [OF THE SARBANES-OXLEY ACT OF 2002 2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. Ping Sun Chief Financial Officer (Principal Financial and Accounting Officer)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements No. 333-148352, 333-164219 on Form S-8 and No. 333-161067 on Form F-3 of our reports dated April 30, 2012, relating to the consolidated financial statements and financial statement schedule of AirMedia Group Inc., its subsidiaries, its variable interest entities (the “VIEs”) and] [通 商 律 師 事 務 所 Commerce & Finance Law Offices www.tongshang.com April 30, 2012 AirMedia Group Inc. Dear Sirs, Sincerely Yours, Commerce & Finance Law Offices] [AirMedia Group Inc. April 30, 2012 Dear Sirs AirMedia Group Inc. Company SEC Annual Report We have acted as legal advisors as to the laws of the Cayman Islands to AirMedia Group Inc., an exempted limited liability company incorporated in the Cayman Islands (the " Yours faithfully]