##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 
 FORM
10-K/A
 
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended: December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 0001-33800
 SEARCHMEDIA HOLDINGS LIMITED
  Cayman Islands
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    77-0688094
(I.R.S. Employer Identification No.)15A Zhao Feng, Universe Building, 
1800
Zhong Shan Xi Lu, Shanghai, China
(Address of Principal Executive Offices)
    
    200235
(Zip Code)
 86-2164403190
  Title of Each Class
    
    Name of Each Exchange On Which RegisteredORDINARY SHARES
$0.0001 PAR VALUE
    
    NYSE AmexWARRANTS
    
    NYSE Amex
 None
 o þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




---



##### Table of Contents



EXPLANATORY NOTE




---



##### 



SEARCHMEDIA HOLDINGS LIMITED
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2009
 TABLE OF CONTENTS
 
 PAGEPART I
    
    
    1ITEM 1A. RISK FACTORS
    
    
    1PART II
    
    
    23ITEM
9B. OTHER INFORMATION
    
    
    23PART III
    
    
    23ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    23ITEM 11. EXECUTIVE COMPENSATION
    
    
    27ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    32PART IV
    
    
    35ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    35EX-31.1EX-31.2EX-32.1EX-32.2
 
  ii




---



##### Table of Contents



PART I
 
 
 ITEM 1A. RISK FACTORS
 Risk Related to Our Business and Operations
 We have a history of significant operating losses and our future revenue and operating
profitability are uncertain.
  We have identified material weaknesses in our internal control over financial reporting and we have
had to restate our historical financial statements.
   We are subject to ongoing securities litigation and a government inquiry in the United States.
  1




---



##### Table of Contents



We have been unable, to date, to integrate our acquisitions, and such inability could materially
and adversely impact our operations and our ability to detect and prevent financial irregularities.
   There may be additional risks inherent in the past acquisitions made by SearchMedia International
before the Business Combination, which could materially and adversely affect our business and
growth prospects and cause us to not realize the anticipated benefits of these acquisitions.
  2




---



##### Table of Contents



Deterioration of economic conditions and a resulting decrease in demand for advertising services
would materially and adversely affect our financial condition and results of operations and limit
our growth prospects.
  A business strategy of making acquisitions subjects us to all of the risks inherent in identifying,
acquiring and operating newly acquired businesses.
  
    
    the potential disruption of our existing businesses, including the diversion of
management attention and the redeployment of resources;
 
    
    entering new markets or industries in which we have limited prior experience;
 
    
    failure to identify in due diligence key issues specific to the businesses we seek
to acquire or the industries or other environments in which they operate, or, failure
to protect against contingent liabilities arising from those issues;
 
    
    unforeseen or hidden liabilities;
 
    
    difficulties in integrating, aligning and coordinating organizations which will
likely be geographically separated and may involve diverse business operations and
corporate cultures;
 
    
    difficulties in integrating and retaining key management, sales, research and
development, production and other personnel;
 
    
    potential loss of key employees, clients or distribution partners of the acquired
businesses;
 
    
    difficulties in incorporating the acquired business into our organization;
 3




---



##### Table of Contents




    
    the potential loss of customers, distributors or suppliers;
 
    
    adverse effects on our existing business relationships with our advertisers;
 
    
    difficulties in integrating or expanding information technology systems and other
business processes to accommodate the acquired businesses;
 
    
    risks associated with integrating financial reporting and internal control systems;
 
    
    the potential for future impairments of goodwill if the acquired business does not
perform as expected;
 
    
    the inability to obtain necessary government approvals for the acquisition, if any;
and
 
    
    successfully operating the acquired business.
  Failure to manage our growth could strain our management, operational and other resources, which
could materially and adversely affect our business and growth potential.
  Future charges due to possible impairments of acquired assets may have a material adverse effect on
our financial condition and results of operations.
  We face significant competition for advertising spending from operators of new and traditional
advertising networks. If we cannot successfully compete, our results of operations would be
materially and adversely affected.
  4




---



##### Table of Contents



We have a limited operating history which may make it difficult for you to evaluate our business
and prospects.
  If we fail to develop and maintain relationships with site owners, managers and sublessors that
provide us access to desirable locations and network platforms, our growth potential and our
business could be harmed.
  Failures to obtain site owners consents or objections from site owners to the installations of our
media products could lead to termination of our contracts or installations, which would harm our
results of operations.
 5




---



##### Table of Contents



If we are unable to obtain or retain desirable placement locations for our advertising poster
frames and outdoor billboards on commercially advantageous terms, our operating margins and
earnings could decrease and our results of operations could be materially and adversely affected.
  We may not have sufficient liquidity to pay earn-out payments when they come due, which could
materially and adversely affect our operations.
   The shareholders of Jingli Shanghai may have potential conflicts of interest with us.
  6




---



##### Table of Contents



Our business depends substantially on the continuing efforts of our senior executives, and our
business may be severely disrupted if we lose their services.
   If we are unable to adapt to changing advertising trends of advertisers and consumers, we will not
be able to compete effectively and we will be unable to increase or maintain our revenues, which
may materially and adversely affect our business prospects and revenues.
  Our growth could suffer if we fail to expand our media networks to include new media offerings,
media platforms or enter into new markets.
  If site managers or owners shut down our displays for site maintenance or other reasons, our
business could be adversely affected.
  7




---



##### Table of Contents



Unauthorized use of our intellectual property by third parties, and the expenses incurred in
protecting our intellectual property rights, may adversely affect our business.
    We rely on computer software and hardware systems in managing our operations; any failure in these
systems could adversely affect our business, financial condition and results of operations.
  We have no business liability, disruption or litigation insurance, and we could incur substantial
costs if our business is disrupted due to natural disasters, litigation or other business
interruptions.
  8




---



##### Table of Contents



Our operating results are difficult to predict and may fluctuate from period to period.
  
    
    our ability to maintain and increase sales to existing advertising clients, attract
new advertising clients and satisfy our clients demands;
 
    
    the frequency of our clients advertisements on our network;
 
    
    remaining competitive with the pricing strategies of our competitors;
 
    
    effects of strategic alliances, potential acquisitions and other business
combinations, and our ability to successfully and timely integrate alliances or
acquired businesses into our business;
 
    
    changes in government regulations in relation to the advertising industry;
 
    
    lower advertising spending immediately following a major holiday season in China;
and
 
    
    economic and geopolitical conditions in China and elsewhere.
  Jieli Network has not started its operation, which could cause Jieli Network to lose its business
license.
  9




---



##### Table of Contents



Risks Relating to Doing Business in the Peoples Republic of China
 If the PRC government determines that the contractual arrangements that establish the structure for
operating our China business do not comply with applicable PRC laws and regulations, we could be
subject to severe penalties.
   
    
    revoking the business and operating licenses of Jingli Shanghai or our PRC
subsidiary and other affiliated entities, if any;
 
    
    discontinuing or restricting the operations of any transactions among our PRC
subsidiary, Jingli Shanghai and its shareholders;
 
    
    imposing fines, confiscating the income of Jingli Shanghai or our income, or
imposing other requirements with which we or our PRC subsidiary and affiliated entities
may not be able to comply;
 
    
    requiring us or our PRC subsidiary and affiliated entities to restructure our
ownership structure or operations; or
 
    
    restricting or prohibiting our use of the proceeds of the Business Combination to
finance our business and operations in China.
 10




---



##### Table of Contents



We rely on contractual arrangements with Jingli Shanghai and its shareholders for our China
operations, which may not be as effective in providing operational control as would be the case
through ownership of a controlling equity interest in such operating entities.
    11




---



##### Table of Contents



Our affiliated entity may have engaged in business activities without necessary registration with
local authorities. This could subject us to fines and other penalties, which could have a material
adverse effect on our ability to operate our business.
  Adverse changes in economic and political policies of the PRC government could have a material
adverse effect on the overall economic growth of China, which could adversely affect our business.
  If advertising registration certificates are not obtained for advertisements on our outdoor
billboard or rapid transit networks, we may be subject to fines.
  12




---



##### Table of Contents



Our outdoor billboards, light boxes and neon signs are subject to municipal zoning requirements,
governmental approvals and administrative controls. If we are required to tear down our
billboards, light boxes or neon signs as a result of these requirements, approvals or controls, our
operations could be materially and adversely affected.
  If we were deemed a resident enterprise by PRC tax authorities, we could be subject to tax on our
global income and our non-PRC shareholders could be subject to certain PRC taxes.
   We principally rely on dividends and other distributions on equity paid by our subsidiaries to fund
any cash and financing requirements we may have, and any limitation on the ability of our
subsidiaries and affiliated entities to make payments to us could have a material adverse effect on
our ability to conduct our business.
 13




---



##### Table of Contents



Uncertainties with respect to the PRC legal system could adversely affect us.
   14




---



##### Table of Contents



We may be subject to, and may expend significant resources in defending against, government actions
and civil suits based on the content and services we provide through our network.
     Governmental control of currency conversion may materially and adversely affect the value of your
investment. Substantial limitations may be imposed on the removal of funds from the PRC to the
Company, or the infusion of funds by us to our subsidiaries and affiliates located in the PRC.
  15




---



##### Table of Contents



PRC regulations relating to the establishment of offshore special purpose vehicles by PRC residents
may subject our PRC resident shareholders or us to penalties and limit our ability to inject
capital into our PRC subsidiaries, limit our PRC subsidiaries ability to distribute profits to us,
or otherwise adversely affect us.
  16




---



##### Table of Contents



PRC regulation of loans and direct investment by offshore holding companies to PRC entities may
delay or prevent us from using the proceeds of the business combination to make loans or additional
capital contributions to our PRC operating subsidiaries and affiliated entities.
  
    
    loans by us to our wholly-owned subsidiaries in China, each of which is a
foreign-invested enterprise, to finance the activities cannot exceed statutory limits
and must be registered with SAFE, or its local counterpart; and
 
    
    loans by us to Jingli Shanghai, which is a domestic PRC entity, may require the
approval from the relevant government authorities or registration with SAFE or its
local counterpart.
  Fluctuation in the value of the Renminbi may have a material adverse effect on your investment.
   17




---



##### Table of Contents



Any health epidemics and other outbreaks, or war, acts of terrorism and other man -made or natural
disasters could severely disrupt our business operations.
   We are a Cayman Islands company and, because the rights of shareholders under Cayman Islands law
differ from those under U.S. law, you may have fewer protections as a shareholder.
  Our Board of Directors is subject to potential deadlock.
 
  
 18




---



##### Table of Contents



As a foreign private issuer, we will be exempt from certain SEC requirements that provide
stockholders with protections and information that must be made available to stockholders of U.S.
public companies.
  
    
    the rules requiring the filing with the SEC of quarterly reports on Form 10-Q or
current reports on Form 8-K;
 
    
    the sections of the Exchange Act regulating the solicitation of proxies, consents or
authorizations with respect to a security registered under the Exchange Act;
 
    
    provisions of Regulation FD aimed at preventing issuers from making selective
disclosures of material non-public information; and
 
    
    the sections of the Exchange Act requiring insiders to file public reports of their
stock ownership and trading activities and establishing insider liability for profits
realized from any short swing trading transactions, or a purchase and sale, or a sale
and purchase, of the issuers equity securities within less than six months.
  Because we do not intend to pay dividends on our ordinary shares for the foreseeable future,
stockholders will benefit from an investment in our ordinary shares only if those shares appreciate
in value.
  Voting control by executive officers, directors and other affiliates of the company may limit your
ability to influence the outcome of director elections and other matters requiring shareholder
approval.
  19




---



##### Table of Contents



The NYSE Amex may delist our securities from quotation on its exchange, which could limit
investors ability to make transactions in our securities and subject us to additional trading
restrictions.
  
    
    a limited availability of market quotations for our securities;
 
    
    a reduced liquidity with respect to our securities;
 
    
    a determination that our common stock is a penny stock which will require brokers
trading in our common stock to adhere to more stringent rules, possibly resulting in a
reduced level of trading activity in the secondary trading market for our common stock;
 
    
    a limited amount of news and analyst coverage for the company; and
 
    
    a decreased ability to issue additional securities or obtain additional financing in
the future.
  
 
 A significant number of shares will become eligible for future sale by our stockholders and the
sale of those shares could adversely affect the stock price .
  There is a risk that we could be treated as a U.S. domestic corporation for U.S. federal income tax
purposes after the Business Combination, which could result in significantly greater U.S. federal
income tax liability to us.
  20




---



##### Table of Contents



There is a risk that we will be classified as a passive foreign investment company, or PFIC, which
could result in adverse U.S. federal income tax consequences to U.S. holders of ordinary shares or
warrants of SearchMedia.
   If you acquire (directly, indirectly, or constructively) 10% or more of our shares, you may be
subject to taxation under the controlled foreign corporation, or CFC rules.
  21




---



##### Table of Contents



Risks Relating to Our Stockholders and Warrantholders
 We may choose to redeem our outstanding warrants at a time that is disadvantageous to the
warrantholders, preventing such holders from realizing the potential economic value of their
warrants.
  
    
    exercise the warrants and pay the exercise price for such warrants at a time when it
may be disadvantageous for the holders to do so;
 
    
    sell the warrants at the then-current market price when they might otherwise wish to
hold the warrants; or
 
    
    accept the nominal redemption price which, at the time the warrants are called for
redemption, is likely to be substantially less than the market value of the warrants.
 Our warrantholders may not be able to exercise their warrants, which may significantly reduce their
economic value and create liability for us.
  
    
    a current registration statement under the Securities Act relating to the ordinary shares underlying the warrants is then effective; and
 
    
    such shares are qualified for sale or exempt from qualification under the applicable
securities laws of the states in which the various holders of warrants reside.
   22




---



##### Table of Contents



PART II
 
 ITEM 9B. OTHER INFORMATION.
  
  
 
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 Directors
  
 Name
    
    AgeRobert Fried
    
    51Qinying Liu
    
    48Steven D. Rubin
    
    50Earl Yen
    
    43Jianzhong Qu
    
    35Glenn Halpryn
    
    50Chi-Chuan Chen
    
    52
 
  Mr. Robert Fried
 23




---



##### Table of Contents



Ms. Qinying Liu
  Mr. Steven D. Rubin
  Mr. Earl Yen
 24




---



##### Table of Contents



Mr. Jianzhong Qu
  
 
 Mr. Glenn Halpryn
  25




---



##### Table of Contents



Mr. Chi-Chuan (Frank) Chen
  Executive Officers
  Name
    
    Age
    
    PositionPaul Conway
    
    
    40
    
    
    Chief Executive OfficerWilfred Chow
    
    
    44
    
    
    Chief Financial OfficerGarbo Lee
    
    
    53
    
    
    President
   Paul Conway
 Mr. Wilfred Chow
 Ms. Garbo Lee
 26




---



##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
 www.searchmediaholdings.com
 Audit Committee Members and Financial Expert
  
 ITEM 11. EXECUTIVE COMPENSATION.
 Compensation of Named Executive Officers
 Summary Compensation Table
  27




---



##### Table of Contents



NonqualifiedNon-Equity
    
    DeferredName and Principal
    
    Fiscal
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherPosition
    
    Year
    
    Salary
    
    Bonus
    
    Awards (4)
    
    Awards (4)
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalGarbo Lee, President (1)
    
    
    2009
    
    
    $
    106,615
    
    
    $
    
    
    
    $
    22,800
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    129,4152008
    
    
    $
    122,891
    
    
    $
    
    
    
    $
    
    
    
    $
    600
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    123,491Jennifer Huang,
    
    
    2009
    
    
    $
    120,088
    
    
    $
    
    
    
    $
    44,080
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    164,168Former Chief Operating Officer and Acting Chief Financial Officer (2)
    
    
    2008
    
    
    $
    93,765
    
    
    $
    
    
    
    $
    76,800
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    170,565Robert N. Fried,
    
    
    2009
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    12,500
    (5)
    
    $
    12,500Former Chief Executive Officer of Ideation (3)(5)
    
    
    2008
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 
 (1)
    
    From March 2009 to October 30, 2009, prior to our merger, Ms. Lee served as
President of SearchMedia International. Immediately after the merger, Ms. Lee served as
President of the post-merger company. While serving as President of SearchMedia International
in 2009, Ms. Lee was paid a salary of RMB 70,000 per month.(2)
    
    From April 2008 to July 2009, Ms. Huang served as the Chief Financial Officer of
SearchMedia International. From July 2009 to October 30, 2009, prior to our merger, Ms. Huang
served as the Chief Operating Officer of SearchMedia International. Immediately after the
merger, Ms. Huang served as Chief Operating Officer. While serving as Chief Operating Officer
of SearchMedia International in 2009, Ms. Huang was paid a salary of RMB 75,000 per month. Ms. Huang served as acting Chief Financial Officer from October 2009
to January 2010, as Chief Operating Officer from October 2009 to October 2010, and currently serves as Director of Business Development.(3)
    
    Mr. Fried served as Chief Executive Officer of Ideation from November 2007 until the
Business Combination.(4)
    
    Computed in accordance with FASB ASC Topic 718.(5)
    
    Represents fees paid in connection with a consulting agreement between SearchMedia
Holdings and Mr. Fried effective November 1, 2009. Employment Agreements with Executive Officers
  Paul Conway
   28




---



##### Table of Contents



Wilfred Chow
    29




---



##### Table of Contents



Garbo Lee
    Jennifer Huang
    30




---



##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End  2009
  Option Awards
    
    Stock AwardsEquityincentiveEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    plan
    
    Equityincentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    awards:
    
    incentive planplan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    awards:awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    unearned
    
    Market orNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    value of
    
    shares,
    
    payout valuesecurities
    
    securities
    
    securities
    
    
    
    
    
    
    
    
    
    shares or
    
    shares or
    
    units or
    
    of unearnedunderlying
    
    underlying
    
    underlying
    
    
    
    
    
    
    
    
    
    units of
    
    units of
    
    other rights
    
    shares, unitsunexercised
    
    unexercised
    
    unexercised
    
    Option
    
    Option
    
    stock that
    
    stock that
    
    that have
    
    or other rightsoptions (#)
    
    options (#)
    
    unearned
    
    exercise
    
    expiration
    
    have not
    
    have not
    
    not vested
    
    that have notName
    
    exercisable
    
    unexercisable
    
    options (#)
    
    price ($)
    
    date
    
    vested (#)
    
    vested ($)
    
    (#)
    
    vested ($)Garbo Lee, President
    
    
    20,262
    
    
    
    20,262
    
    
    
    
    
    
    $
    7.8815
    
    
    
    (1)
    
    
    
    20,262
    
    
    $
    147,913
    
    
    
    
    
    
    $
    Jennifer Huang,
Former Chief Operating
Officer and Acting
Chief Financial
Officer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,172
    (2)
    
    $
    285,956
    
    
    
    
    
    
    
    Robert N. Fried,
Former Chief 
Executive Officer of Ideation
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
 
 (1)
    
    Expires on the earlier of (a) one year following termination of Ms. Lees
service by reason of death or disability; (b) 90 days following termination of service of Ms.
Lees service by reason other than death or disability or for cause; or (c) January 1, 2018.(2)
    
    As of April 30, 2010, all restricted share awards are fully vested but remain
unissued. Compensation of Directors
  Director Compensation  Fiscal 2009
  31




---



##### Table of Contents



NonqualifiedFees Earned
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    Deferredor Paid in
    
    
    
    
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName
    
    Cash(1)
    
    Stock Awards
    
    Awards(2)
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalChi-Chuan Chen
    
    $
    3,334
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,334Robert Fried
    
    $
    3,334
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,334Glenn Halpryn
    
    $
    4,167
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,167Larry Lu(3)
    
    $
    3,334
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,334Jianzhong Qu
    
    $
    3,334
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,334Steven Rubin
    
    $
    3,334
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    3,334Earl Yen
    
    $
    4,167
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    4,167
 
 
 (1)
    
    Beginning on October 30, 2009, non-employee members of the board of
directors are paid an annual cash fee of $20,000 payable per quarter. Committee chairmen
receive an additional annual fee of $5,000.(2)
    
    No options were granted to non-employee directors during fiscal year 2009.(3)
    
    Dr. Lu resigned as a member of the board of directors on
October 29, 2010. 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.
  
 Percentage of Class ofOrdinary Shares
    
    Ordinary SharesBeneficial Owner
    
    Beneficially Owned (1)
    
    Beneficially Owned (%)Officers and DirectorsQinying Liu(2)
    
    
    964,085
    
    
    
    4.6
    %Robert N. Fried(3)
    
    
    1,227,465
    
    
    
    5.7
    %Steven D. Rubin(4)
    
    
    310,500
    
    
    
    1.5
    %Earl Yen (5)
    
    
    2,445,083
    
    
    
    11.8
    %Jianzhong Qu
    
    
    
    
    
    
    *Glenn Halpryn (6)
    
    
    15,860
    
    
    
    *Chi-Chuan Chen
    
    
    
    
    
    
    *Garbo Lee(7)
    
    
    30,389
    
    
    
    *Jennifer Huang(8)
    
    
    84,871
    
    
    
    *Paul Conway
    
    
    
    
    
    
    *Wilfred Chow
    
    
    
    
    
    
    *All
directors and executive officers as a group (10 persons)
    
    
    4,993,382
    
    
    
    23.17
    %5% HoldersDr. Phillip Frost, M.D.(9)
    
    
    5,113,169
    
    
    
    21.8
    %Deutsche Bank AG, HK Branch(10)
    
    
    2,399,995
    
    
    
    11.6
    %China Seed Ventures, L.P.(11)
    
    
    2,445,083
    
    
    
    11.8
    %
 
 32




---



##### Table of Contents



Percentage of Class ofOrdinary Shares
    
    Ordinary SharesBeneficial Owner
    
    Beneficially Owned (1)
    
    Beneficially Owned (%)Linden Ventures II(12)
    
    
    1,982,820
    
    
    
    9.5
    %Pine River Capital Management L.P. (13)
    
    
    1,180,350
    
    
    
    5.7
    %
 
 *
    
    The person beneficially owns less than 1% of SearchMedia Holdings
outstanding common shares.(1)
    
    Based on 20,766,078 shares outstanding as of October 5, 2010.(2)
    
    Excludes 600,000 ordinary shares issuable to Mrs. Lius husband
converted at the exchange ratio (0.0675374) and 40,522 ordinary
shares beneficially owned by Mrs. Lius husband.(3)
    
    Includes exercisable warrants to purchase 593,793 ordinary shares.(4)
    
    Includes exercisable warrants to purchase 153,000 ordinary shares.(5)
    
    Consists of ordinary shares and warrants beneficially owned by
China Seed Ventures, which may be deemed beneficially owned by Mr.
Yen.(6)
    
    Includes ordinary shares and exercisable warrants to purchase 3,172
ordinary shares beneficially owned by Halpryn Capital Partners LLC.(7)
    
    Consists of options to purchase 30,389 ordinary shares.(8)
    
    Consists of 81,046 vested restricted shares awards units and
exercisable warrants to purchase 3,825 ordinary shares.(9)
    
    Includes exercisable warrants to purchase 2,626,434 ordinary
shares. The business address of Dr. Frost, M.D. is 4400 Biscayne
Blvd., Suite 1500, Miami, FL 33137.(10)
    
    Includes exercisable warrants to purchase 255,427 ordinary shares.
The business address of Deutsche Bank AG, HK Branch is
Theodor-Heuss-Allee 70, 60468 Frankfurt am Main, Federal Republic
of Germany.(11)
    
    Includes exercisable warrants to purchase 903,318 ordinary shares.
The business address of China See Ventures, L.P. is Room 104
Building 18, No. 800 Huashan Road, Shanghai, China.(12)
    
    Includes exercisable warrants to purchase 714,025 ordinary shares.
The business address of Linden Ventures II is C/O Appleby, 56 Admin
Drive, Wickhams Cay 1, PO Box 3190, Road Town, Tortola, British
Virgin Islands.(13)
    
    The business address of Pine River Capital Management L.P. is 601
Carlson Parkway Suite 330, Minnetonka, MN 55305. Equity Compensation Plan Information
  33




---



##### Table of Contents



Number of securitiesremaining availablefor future issuanceunder equityNumber of securities to
    
    
    Weighted average
    
    
    compensation plansbe issued upon exercise
    
    
    exercise price of
    
    
    (excludingPlan category
    
    of outstanding options
    
    
    outstanding options
    
    
    outstanding options)Equity compensation
plans approved by
security holders
    
    
    1,796,492
    
    
    $
    3.19
    
    
    
    908,915Equity compensation
plans not approved
by security holders
(1)
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,796,492
    
    
    $
    3.19
    
    
    
    908,915
 
 (1)
    
    In August 2010, the Board of Directors approved an increase in the number of shares reserved
for issuance under the plan to 3,000,000 and such increase will be presented for shareholder
approval. 
 
 34




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    2.1
    
    Agreement and Plan of Merger, Conversion and Share Exchange by and
among Ideation Acquisition Corp., the registrant, SearchMedia
International Limited, the subsidiaries of SearchMedia International
Limited, the subsidiaries of SearchMedia International Limited,
Shanghai Jingli Advertising Co., Ltd. and certain shareholders and
warrantholders of SearchMedia International Limited (incorporated by
reference to Exhibit 2.1 of the Registrants Registration Statement
on Form S-4 (File No. 333-158336)).2.2
    
    First Amendment to Agreement and Plan of Merger, Conversion and
Share Exchange, dated as of May 27, 2009, by and among the
registrant, Earl Yen, Tommy Cheung and Stephen Lau and Qinying Liu
(incorporated by reference to Exhibit 2.2 of the Registrants
Registration Statement on Form S-4 (File No. 333-158336)).2.3
    
    Second Amendment to Agreement and Plan of Merger, Conversion and
Share Exchange, dated as of September 8, 2009, by and among the
registrant, Earl Yen, Tommy Cheung, Stephen Lau, Qinying Liu, Linden
Ventures, Inc., Vervain Equity Investment Limited, Sun Hing
Associates Limited and The Frost Group, LLC (incorporated by
reference to Exhibit 2.3 of the Registrants Registration Statement
on Form S-4 (File No. 333-158336)).2.4
    
    Third Amendment to Agreement and Plan of Merger, Conversion and
Share Exchange, dated as of September 22, 2009, by and among the
registrant, Ideation Acquisition Corp., Earl Yen, Tommy Cheung,
Terrance Hogan, Qinying Liu, and Linden Ventures II (BVI), Ltd.
(incorporated by reference to Exhibit 2.4 of the Registrants
Registration Statement on Form S-4 (File No. 333-158336)).2.5
    
    Fourth Amendment to Agreement and Plan of Merger, Conversion and
Share Exchange, dated as of October 30, 2009, by and among the
registrant, Ideation Acquisition Corp., Earl Yen, Tommy Cheung,
Stephen Lau and Qinying Liu. (incorporated by reference to Exhibit
2.5 of the Registrants current report on Form 8-K dated
November 5, 2009 (File No.
333-158336)).3.1
    
    Articles of Incorporation of ID Arizona Corp. (incorporated by
reference to Exhibit 3.1 of the Registrants Registration Statement
on Form S-4 (File No. 333-158336)).3.2
    
    Bylaws of ID Arizona Corp. (incorporated by reference to Exhibit 3.2
of the Registrants Registration Statement on Form S-4 (File No.
333-158336)).3.3
    
    Memorandum and Articles of Association of SearchMedia Holdings
Limited upon completion of redomestication. (incorporated by
reference to Exhibit 3.3 of the Registrants current report on Form
8-K dated
November 5, 2009 (File No. 333-158336)).4.1
    
    Specimen Unit Certificate of Ideation Acquisition Corp.
(incorporated by reference to Exhibit 4.1 to the Registration
Statement of Ideation Acquisition Corp. on Form S-1 (Reg No.
333-144218))
 35




---



##### Table of Contents



4.2
    
    Specimen Common Stock Certificate of Ideation Acquisition Corp.
(incorporated by reference to Exhibit 4.2 to the Registration
Statement of Ideation Acquisition Corp. on Form S-1 (Reg No.
333-144218))4.3
    
    Form of Warrant Certificate of Ideation Acquisition Corp.
(incorporated by reference to Exhibit 4.3 to the Registration
Statement of Ideation Acquisition Corp. on Form S-1 (Reg No.
333-144218))4.4
    
    Form of Warrant Agreement between the Ideation Acquisition Corp. and
Continental Stock Transfer & Trust Company (incorporated by
reference to Exhibit 4.4 to the Registration Statement of Ideation
Acquisition Corp. on Form S-1 (Reg No. 333-144218))4.5
    
    Form of Warrant of SearchMedia Holdings Limited (incorporated by
reference to Exhibit 4.5 of the Registrants Registration Statement
on Form S-4 (File No. 333-158336)).4.6
    
    Form of Unit Purchase Option to be granted to Lazard Capital Markets
LLC (incorporated by reference to Exhibit 4.5 of the Registration
Statement of Ideation Acquisition Corp. on Form S-1 (File No.
333-144218)).10.1
    
    Form of Registration Rights Agreement among SearchMedia
International Limited, Deutsche Bank AG, Hong Kong Branch, Gentfull
Investment Limited, Gavast Estates Limited, China Seed Ventures,
L.P. and Linden Ventures II (BVI) (incorporated by reference to
Exhibit 10.1 of the Registrants Registration Statement on Form S-4
(File No. 333-158336)).10.2
    
    Form of Lock-Up between SearchMedia Holdings Limited and SearchMedia
International Limited shareholders and warrantholders (incorporated
by reference to Exhibit 10.2 of the Registrants Registration
Statement on Form S-4 (File No. 333-158336)).10.3
    
    Form of Management Lock-Up between SearchMedia Holdings Limited and
SearchMedia International Limited shareholders and warrantholders
(incorporated by reference to Exhibit 10.3 of the Registrants
Registration Statement on Form S-4 (File No. 333-158336)).*10.4
    
    Form of Voting Agreement between SearchMedia International Limited,
Qinying Liu, Le Yang, China Seed Ventures, L.P., Gentfull Investment
Limited, Gavast Estates Limited, Linden Ventures II (BVI), Limited,
Frost Gamma Investments Trust, Robert N. Fried, Subbarao Uppaluri,
Steven D. Rubin and Jane Hsiao (incorporated by reference to Exhibit
10.4 of the Registrants Registration Statement on Form S-4 (File
No. 333-158336)).10.5
    
    Form of Employment Agreement with the SearchMedia International
Limited executive officers (incorporated by reference to Exhibit
10.5 of the Registrants Registration Statement on Form S-4 (File
No. 333-158336)).*10.6
    
    English Translation of Exclusive Technology Consulting and Service
Agreement between Jieli Consulting and Jingli Shanghai, dated as of
September 10, 2007 (incorporated by reference to Exhibit 10.6 of the
Registrants Registration Statement on Form S-4 (File No.
333-158336)).10.7
    
    English Translation of Exclusive Call Option Agreement among Jingli
Shanghai, its shareholders and Jieli Consulting, dated as of
September 10, 2007 (incorporated by reference to Exhibit 10.7 of the
Registrants Registration Statement on Form S-4 (File No.
333-158336)).
 36




---



##### Table of Contents



10.8
    
    English Translation of Equity Pledge Agreement among Jingli
Shanghai, its shareholders and Jieli Consulting, dated as of
September 10, 2007 (incorporated by reference to Exhibit 10.8 of the
Registrants Registration Statement on Form S-4 (File No.
333-158336)).10.9
    
    English Translation of Power of Attorney by the shareholders of
Jieli Consulting dated as of September 10, 2007 (incorporated by
reference to Exhibit 10.9 of the Registrants Registration Statement
on Form S-4 (File No. 333-158336)).10.10
    
    English Translation of Loan Agreement between the shareholders of
Jingli Shanghai and Jieli Consulting, dated as of September 10, 2007
(incorporated by reference to Exhibit 10.10 of the Registrants
Registration Statement on Form S-4 (File No. 333-158336)).10.11
    
    Form of Securities Escrow Agreement among the Registrant,
Continental Stock Transfer & Trust Company and the initial
stockholders (incorporated by reference to Exhibit 10.1 of the
Registration Statement of Ideation Acquisition Corp. on Form S-1
(File No. 333-144218)).10.12
    
    Letter Agreement, dated as of September 8, 2009, by and among
Ideation Acquisition Corp. and certain investors of Ideation
Acquisition Corp. and SearchMedia International Limited
(incorporated by reference to Exhibit 10.13 of the Registrants
Registration Statement on Form S-4 (File No. 333-158336)).10.13
    
    SearchMedia Holdings Limited Amended and Restated 2008 Share
Incentive Plan* (incorporated by reference to Exhibit 10.13 of the
Registrants current report on Form 8-K dated November 5, 2009 (File No. 333-158336)).10.14
    
    Executive Employment Agreement between SearchMedia Holdings Limited
and Wilfred Chow dated December 30, 2009 (incorporated by reference
to Exhibit 10.1 of the Registrants current report on Form 8-K dated
January 6, 2010 (File No. 333-158336)).*21.1
    
    Subsidiaries of SearchMedia
Holdings Limited (incorporated by reference to Exhibit 21.1 of
the Registrants annual report on Form 10-K for the year
ended December 31, 2009 (File No. 333-158336)).31.1
    
    Section 302 Certification of Chief Executive Officer**31.2
    
    Section 302 Certification of Chief Financial Officer**32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002***32.2
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002***99.1
    
    Proxy Statement/Prospectus (incorporated by reference to the Proxy
Statement/Prospectus on Form 424(b)(3) filed with the Securities and
Exchange Commission on October 5, 2009).99.2
    
    Press release dated November 2, 2009. (incorporated by reference to
Exhibit 99.2 of the Registrants current report on Form 8-K (File
No. 333-158336)).
 
 *
    
    Management contract or compensatory plan or arrangement**
    
    Filed herewith***
    
    Furnished herewith 37




---



##### Table of Contents



SIGNATURES
  SEARCHMEDIA HOLDINGS LIMITEDBy:
    /s/ Paul ConwayPaul ConwayChief Executive Officer
(Principal Executive Officer) 
  
  
 SIGNATURE
    
    TITLE
    
    DATE/s/ Robert FriedRobert Fried
    
    Co-Chairman of the Board, Director
    
    November 1, 2010Qinying Liu
    
    Co-Chairman of the Board, Director/s/ Paul ConwayPaul Conway
    
    Chief Executive Officer
(Principal Executive Officer)
    
    November 1, 2010/s/ Wilfred ChowWilfred Chow
    
    Chief Financial Officer
(Principal Financial and Accounting
Officer)
    
    November 1, 2010/s/ Chi-Chuan ChenChi-Chuan Chen
    
    Director
    
    November 1, 2010/s/ Glenn HalprynGlenn Halpryn
    
    Director
    
    November 1, 2010Jianzhong Qu
    
    Director/s/ Steven D. RubinSteven D. Rubin
    
    Director
    
    November 1, 2010Earl Yen
    
    Director
 
 38




---



##### Table of Contents



EXHIBIT INDEX
 
 Description
    
    Exhibit NumberSection 302 Certification of Chief Executive Officer
    
    31.1Section 302 Certification of Chief Financial Officer
    
    31.2Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 *
    
    32.1Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 *
    
    32.2
 
 *
    
    Furnished herewith