UNITED STATES
 SECURITIES AND
EXCHANGE COMMISSION
 Washington, DC
20549
 
 FORM
20-F/A
 AMENDMENT
NO. 1
 
 
  ̈REGISTRATION STATEMENT PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF
1934
 OR
 xANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For
the fiscal year ended: December 31, 2009
 OR
  ̈TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
  ̈    SHELL COMPANY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 Date
of event requiring this shell company report
 For
the transition period
from                                                           to
 Commission
file number: 001-34132
 
 CHINA
MASS MEDIA CORP.
 (Exact
name of Registrant as specified in its charter)
 
  Not Applicable
                
                Cayman Islands(Translation
      of Registrant’s name into English)
                
                (Jurisdiction
      of Incorporation or
Organization)
 
 6th
Floor, Tower B, Corporate Square, 35 Finance Street
 Xicheng
District, Beijing 100033
 People’s
Republic of China
 (Address
of Principal Executive Offices)
 
 Mr.
Eric Wang Lam Cheung, Chief Financial Officer
 Tel:
(8610) 8809-1099
 Email:
ericwlcheung@chinammia.com
 Fax:
(8610) 8809-1088
 6th
Floor, Tower B, Corporate Square, 35 Finance Street
 Xicheng
District, Beijing 100033
 People’s
Republic of China
 (Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact
Person)
 
 Securities
registered or to be registered pursuant to Section 12(b) of the
Act:
 
 Title of each class
                
                Exchange on which registeredOrdinary
      shares, par value US$0.001 per share
                  American
      depositary shares, each representing 30 ordinary shares
                
                New
      York Stock Exchange*
                  New
      York Stock Exchange
 *
                Not
      for trading but only in connection with the listing on New York Stock
      Exchange of the American
    depositary   shares.
  Securities
registered or to be registered pursuant to Section 12(g) of the
 Act:
None
 Securities
for which there is a reporting obligation pursuant to Section 15(d) of
the
 Act:
None
 Number
of outstanding shares of each of the issuer’s classes of capital or common stock
as of
 December
31, 2009:
 716,375,000
Ordinary Shares, par value US$0.001 per share
  
  
  Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.    Yes   ̈ No  x
 If this report is an
annual or transition report, indicate by check
mark if the registrant is not required to
file reports pursuant to Section 13 or (15)(d) of
the Securities Exchange Act of
1934.    Yes   ̈ No  x
 Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.   Yes   ̈ No  x
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).   Yes   ̈
No   ̈
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
  Large
Accelerated Filer  ̈ Accelerated Filer  ̈Non-Accelerated Filer x
 Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:
 U.S. GAAP
       x
                  
                  International Financial Reporting
                    Standards as
      issued by the International
                    Accounting Standards Board   ̈
                  
                  Other   ̈
 If
“Other” has been checked in response to the previous question, indicate by check
mark which financial statement item the registrant has elected to follow. Item
17  ̈ Item 18  ̈
 
 If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈ No   ̈
 (APPLICABILITY ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE
YEARS)
 Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 13, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
 Yes   ̈
      No   ̈
  
 
 EXPLANATORY
NOTE
 
 This Form 20-F/A of China Mass Media
Corp. (the "Company") is being filed solely to amend Exhibits 12.1, 12.2, 13.1
and 13.2 to the Company's annual report on Form 20-F for the year
ended December 31, 2009, which were originally filed with the Securities and
Exchange Commission on August 31, 2010. This Form 20-F/A includes the
executed certifications contained in these exhibits.
  
  SIGNATURE
 
 The
registrant hereby certifies that it meets all of
the requirements for filing on Form 20-F and
that it has duly caused and
authorized the undersigned to
sign this annual report on its behalf.
 
 China
      Mass Media Corp./s/   
      Shengcheng WangName:
       Shengcheng WangTitle:   
      Chairman and Chief
Executive Officer
 
 Date: September
27, 2010
  
 
 EXHIBIT
INDEX
 
 ExhibitNumber
                    
                    Description of Exhibits12.1
                    
                    Certification
      of Chief Executive Officer required by Section 302 of the
      Sarbanes-Oxley Act of 2002.12.2
                    
                    Certification
      of Chief Financial Officer required by Section 302 of the
      Sarbanes-Oxley Act of 2002.13.1
                    
                    Certification
      of Chief Executive Officer required by 18 U.S.C. Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.13.2
                    
                    Certification
      of Chief Financial Officer required by 18 U.S.C. Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.