8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)  April 26, 2011

CHINA MEDIAEXPRESS HOLDING, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33746	20-8951489
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Room 2805, Central Plaza, Wanchai Hong Kong	N/A
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:   +852 2827 6100

_______________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 29, 2011, China MediaExpress Holdings, Inc. (the “Company” or “CCME”) issued a press release, attached to this Current Report on Form 8-K as Exhibit 99.1, reporting that the Company received a letter on April 26, 2011 from The NASDAQ Stock Market LLC ("Nasdaq") indicated that as a result of the resignation of Marco Kung from the board of directors of the Company as described in Item 5.02 of the Current Report on Form 8-K filed by the Company on April 13, 2011, the Company no longer complies with Nasdaq Rule 5605(c)(2)(A), which requires that the Company’s audit committee consist of three directors meeting the independence criteria and having the qualifications set forth in the Nasdaq Rules.  As a result of Mr. Kung’s resignation, the audit committee consists of only two members meeting the independence criteria and having the qualifications set forth in the Nasdaq Rules.  The Nasdaq Staff has elected to exercise its discretionary authority to deny the Company a cure period to regain compliance with the audit committee composition requirement.

The Company has initiated a search in order to identify an independent and appropriately qualified director to fill the vacancy left by Mr. Kung’s resignation in order to ensure the Company’s compliance with the Nasdaq Rules.

Item 9.01.  Financial Statements and Exhibits

(d)           Exhibits

Exhibit No.	Description
99.1	Press release dated April 29, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHINA MEDIAEXPRESS HOLDINGS, INC.
Date:  April 29, 2011	By:	/s/ Zheng Cheng
		Name:  Zheng Cheng
		Title:    Chief Executive Officer

EX-99.1

China MediaExpress Holdings, Inc. Receives Notification From Nasdaq

FUJIAN, China, April 29, 2011 /PRNewswire-Asia/ -- China MediaExpress Holdings, Inc. (NASDAQ:CCME - News) ("CME" or "Company"), China's largest  television advertising operator on inter-city and airport express buses, reported today that the NASDAQ Stock Market ("NASDAQ") has sent a letter to the Company to the effect that as a result of the resignation of Marco Kung from the board of directors of the Company effective April 7, 2011, the Company no longer complies with Nasdaq Rule 5605(c)(2)(A), which requires that the Company’s audit committee consist of three independent directors.  The NASDAQ Staff exercised its discretionary authority under Listing Rule 5101 to deny the Company a cure period to regain compliance with the audit committee composition requirement.

About CME

CME, through contractual arrangements with Fujian Fenzhong, an entity majority owned by CME' former majority shareholder, operates the largest television advertising network on inter-city and airport express buses in China. While CME has no direct equity ownership in Fujian Fenzhong, through the contractual agreements CME receives the economic benefits of Fujian Fenzhong's operations. Fujian Fenzhong generates revenue by selling advertisements on its network of television displays installed on over 27,200 express buses originating in eighteen of China's most prosperous regions, including the four municipalities of Beijing, Shanghai, Tianjin and Chongqing and fourteen economically prosperous regions, namely Guangdong, Jiangsu, Jiangxi, Fujian, Sichuan, Hebei, Anhui, Hubei, Shandong, Shanxi, Inner Mongolia, Zhejiang, Hunan and Henan.

CME is included in the Russell Global Index. For more information visit: www.ccme.tv

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act"), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include, but are not limited to statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about:

· The Company's goals and strategies;

· The Company's future prospects and market acceptance of its advertising network;

· The Company's future business development, financial condition and results of operations;

· Projected changes in revenue, costs, expense items, profits, earnings, and other estimated financial information;

· The Company's ability to manage the growth of its existing advertising network on inter-city express buses and expansion to prospective advertising network on high speed railways;

· Trends and competition in the out-of-home advertising media market in China;

· Changes in general economic and business conditions in China; and

· Chinese laws, regulation and policies, including those applicable to the advertising industry.