[FORM 20-F (Mark One) OR December 31, 2010 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 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 The People’s Republic of China Ping Sun AirMedia Group] [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. Air Media (China) Limited Hong Kong 6. Royal Mart Limited Hong Kong 7. Glorious Star Investment Limited Hong Kong 8.] [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 May 5, 2011, 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 www.tongshang.com May 6, 2011 AirMedia Group Inc. Dear Sirs, Sincerely Yours,] [AirMedia Group Inc. May 6, 2011 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]