UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN THE STATEMENTS
FILED
PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 3) *
Air Media Group Inc.
(Name of Issuer)
Ordinary Shares, par value $0.001 per share
(Title and Class of Securities)
G0135J109
(CUSIP Number)
December 31, 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:
[ ] Rule 13d-1(b)
[ ] Rule
13d-1(c)
[x] 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. G0135J109 |
|
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) |
|||
|
|
||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|||
|
(a) [ ] |
||||
| 3 |
SEC USE ONLY |
|||
|
|
||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|||
|
People's Republic of China |
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER |
||
|
32,396,980 Ordinary Shares1. Wealthy Environment Limited may also be deemed to have sole voting power with respect to 30,396,980 Ordinary Shares. (See Item 4) |
||||
| 6 |
SHARED VOTING POWER |
|||
|
0 |
||||
| 7 |
SOLE DISPOSITIVE POWER |
|||
|
32,396,980 Ordinary Shares1. Wealthy Environment Limited may also be deemed to have sole voting power with respect to 30,396,980 Ordinary Shares. (See Item 4) |
||||
| 8 |
SHARED DISPOSITIVE POWER |
|||
|
0 |
||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
32,396,980 Ordinary Shares. |
||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
|
||
|
|
||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|||
|
24.56% (See Item 4) |
||||
| 12 |
TYPE OF REPORTING PERSON |
|||
|
IN |
||||
_________________________
| 1 |
Includes (i) 29,156,980 Ordinary Shares of the issuer held by Wealthy Environment Limited; (ii) 1,240,000 Ordinary Shares of the issuer owned by Wealthy Environment Limited in the form of American Depositary Shares; and (iii) an option to acquire 2,000,000 Ordinary Shares that was granted to Mr. Guo under the 2007 Share Incentive Plan of the issuer on July 2, 2007, such option will expire on July 2, 2017. |
2
SCHEDULE 13G
|
CUSIP No. G0135J109 |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) |
|||
|
|
||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
|||
|
(a) [ ] |
||||
| 3 |
SEC USE ONLY |
|||
|
|
||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
|||
|
British Virgin Islands |
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER |
||
|
30,396,980 Ordinary Shares2. Herman Man Guo may also be deemed to have sole voting power with respect to the above shares. (See Item 4) |
||||
| 6 |
SHARED VOTING POWER |
|||
|
0 |
||||
| 7 |
SOLE DISPOSITIVE POWER |
|||
|
30,396,980 Ordinary Shares2. Herman Man Guo may also be deemed to have sole voting power with respect to the above shares. (See Item 4) |
||||
| 8 |
SHARED DISPOSITIVE POWER |
|||
|
0 |
||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|||
|
30,396,980 Ordinary Shares. |
||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
|
||
|
|
||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|||
|
23.04% (See Item 4) |
||||
| 12 |
TYPE OF REPORTING PERSON |
|||
|
CO |
||||
_________________________
| 2 |
Includes (i) 29,156,980 Ordinary Shares of the issuer held by Wealthy Environment Limited; and (ii) 1,240,000 Ordinary Shares of the issuer owned by Wealthy Environment Limited in the form of American Depositary Shares. |
3
SCHEDULE 13G
|
CUSIP No. G0135J109 |
| Item 1(a). | Name of Issuer: |
| Air Media Group Inc. (the "Issuer") | |
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
| 17/F, Sky Plaza | |
| Mo. 46 Dongzhimenwai Street | |
| Dongcheng District, Beijing 100027 | |
| People's Republic of China | |
| Item 2(a). | Name of Person Filing: |
| This Schedule 13G/A is being filed on behalf of Herman Man Guo and Wealthy Environment Limited (the "Reporting Persons"). | |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| The address of the principal business office of the Reporting Persons is 17/F. Sky Plaza. No. 46 Dongzhimenwai Street, Dongcheng District, Beijing 100027, People's Republic of China. | |
| Item 2(c). | Citizenship: |
| Herman Man Guo - Poeple's Republic of China | |
| Wealthy Environment Limited - British Virgin Islands | |
| Item 2(d). | Title of Class of Securities: |
| Ordinary Shares, par value $ 0.001 per share (the "Ordinary Share") | |
| Item 2(e). | CUSIP Number: |
| G0135J109 | |
| Item 3. | Not applicable |
4
|
CUSIP No. G0135J109 |
|
| 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 December 31, 2010:
| Reporting Person | Amount beneficially owned | Percent of class | Sole power to
vote or direct the vote |
Shared power
to vote or to direct the vote |
Sole power to
dispose or to direct the disposition of |
Shares power
to dispose or to direct the disposition of |
| Herman Man Guo | 32,396,980 | 24.56% | 32,396,980 | 0 | 32,396,980 | 0 |
| Wealthy Environment Limited | 30,396,980 | 23.04% | 30,396,980 | 0 | 30,396,980 | 0 |
Wealthy Environment Limited is the record owner of 30,396,980 Ordinary Shares
of the Issuer. Wealthy Environment Limited is wholly owned by Mr. Herman Man Guo.
Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), Mr. Herman Man Guo may be deemed to beneficially own all
of the shares held by Wealthy Environment Limited. In addition, Mr. Guo has the
right to acquire 2,000,000 Ordinary Shares upon exercise of options granted
under the 2007 Share Incentive Plan of the issuer, and such options will expire
in 2017.
| 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. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable. | |
| Item 9. | Notice of Dissolution of a Group. |
| Not applicable | |
| Item 10. | Certification. |
| Not applicable |
5
SCHEDULE 13G
|
CUSIP No. G0135J109 |
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.
| Date: February 14, 2011 | HERMAN MAN GUO |
| /s/ Herman Man Guo | |
| WEALTHY ENVIRONMENT LIMITED | |
| By: /s/ Herman Man Guo | |
| Herman Man Guo | |
| Director |
6
SCHEDULE 13G
|
CUSIP No. G0135J109 |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| A | Joint Filing Agreement |
SCHEDULE 13G
CUSIP NO. G0135J 109
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares of AirMedia Group Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have
executed this Joint Filing Agreement on February 14, 2011.
| Date: February 14, 2011 | HERMAN MAN GUO |
| /s/ Herman Man Guo | |
| WEALTHY ENVIRONMENT LIMITED | |
| By: /s/ Herman Man Guo | |
| Herman Man Guo | |
| Director |