UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
AirMedia Group Inc.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
G0135J 109
(CUSIP Number)
March 2, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
G0135J 109 |
| 1 | NAMES OF REPORTING PERSONS Global Earning Pacific Limited |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| British Virgin Islands | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 10,000,000 ordinary shares. Dan Shao may also be deemed to have sole voting power with respect to the above shares. | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON WITH: |
10,000,000 ordinary shares. Dan Shao may also be deemed to have sole dispositive power with respect to the above shares. | ||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 10,000,000 ordinary shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 7.62% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
Page 2 of 7 Pages
CUSIP No. |
G0135J 109 |
| 1 | NAMES OF REPORTING PERSONS Dan Shao |
||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| The People’s Republic of China | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 10,000,000 ordinary shares. Global Earning Pacific Limited may also be deemed to have sole voting power with respect to the above shares. | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON WITH: |
10,000,000 ordinary shares. Global Earning Pacific Limited may also be deemed to have sole dispositive power with respect to the above shares. | ||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 10,000,000 ordinary shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 7.62% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
Page 3 of 7 Pages
CUSIP No. |
G0135J 109 |
Item 1(a).
|
Name of Issuer: | |
| AirMedia Group Inc. | ||
I. |
||
Item 1(b).
|
Address of Issuer’s Principal Executive Offices: | |
| 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 The People’s Republic of China |
||
Item 2(a).
|
Name of Person Filing: | |
| Global Earning Pacific Limited Dan Shao |
||
Item 2(b).
|
Address of Principal Business Office or, if None, Residence: | |
| Global Earning Pacific Limited c/o 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 The People’s Republic of China |
||
| Dan Shao c/o 17/F, Sky Plaza No. 46 Dongzhimenwai Street Dongcheng District, Beijing 100027 The People’s Republic of China |
||
Item 2(c)
|
Citizenship: | |
| Global Earning Pacific Limited — British Virgin Islands | ||
| Dan Shao — The People’s Republic of China | ||
Item 2(d).
|
Title of Class of Securities: | |
| Ordinary Shares | ||
Item 2(e).
|
CUSIP Number: | |
| G0135J 109 | ||
Item 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: | |
| Not applicable |
Page 4 of 7 Pages
CUSIP No. |
G0135J 109 |
Item 4.
|
Ownership: | |
| The following information with respect to the ownership of the Ordinary Shares of the issuer by each of the reporting persons is provided as of the date of this Schedule 13G: |
| Sole | Shared | |||||||||||||||||||||||
| power to | power to | Sole power to | Shared power | |||||||||||||||||||||
| Amount | vote or | vote or to | dispose or to | to dispose or to | ||||||||||||||||||||
| beneficially | Percent | direct | direct | direct the | direct the | |||||||||||||||||||
| Reporting Person | owned: | of class: | the vote: | the vote: | disposition of: | disposition of: | ||||||||||||||||||
Global Earning Pacific Limited |
10,000,000 | 7.62 | % | 10,000,000 | 0 | 10,000,000 | 0 | |||||||||||||||||
Dan Shao |
10,000,000 | 7.62 | % | 10,000,000 | 0 | 10,000,000 | 0 | |||||||||||||||||
| Global Earning Pacific Limited, a British Virgin Islands company, is the record owner of 10,000,000 Ordinary Shares. Dan Shao is the sole owner and director of Global Earning Pacific Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Dan Shao may be deemed to beneficially own all of the shares held by Global Earning Pacific Limited. Global Earning Pacific Limited acquired these shares from Wealthy Environment Limited, a British Virgin Islands company wholly owned and controlled by Herman Man Guo, Dan Shao’s husband, as a gift on March 2, 2010. | ||
Item 5.
|
Ownership of Five Percent or Less of a Class: | |
| Not applicable | ||
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person: | |
| Not applicable | ||
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Controlling Person: | |
| Not applicable | ||
Item 8.
|
Identification and Classification of Members of the Group: | |
| Not applicable | ||
Item 9.
|
Notice of Dissolution of Group: | |
| Not applicable |
Page 5 of 7 Pages
CUSIP No. |
G0135J 109 |
Item 10.
|
Certifications: | |
| Not applicable |
Page 6 of 7 Pages
CUSIP No. |
G0135J 109 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: June 9, 2010
| Global Earning Pacific Limited | By: | Dan Shao | ||
| Name: | Dan Shao | |||
| Title: | Director | |||
| Dan Shao | Dan Shao | |||
| Dan Shao | ||||
Page 7 of 7 Pages
LIST OF EXHIBITS
| Exhibit No. | Description | |
A
|
Joint Filing Agreement |
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such
term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on
Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.001
per share, of AirMedia Group Inc., a Cayman Islands company, and that this Agreement may be
included as an Exhibit to such joint filing. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of June 9, 2010.
| Global Earning Pacific Limited | By: | Dan Shao | ||
| Name: | Dan Shao | |||
| Title: | Director | |||
| Dan Shao | Dan Shao | |||
| Dan Shao | ||||