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~~REPORT

~~Date~~PURSUANT ~~of report~~TO SECTION 13 OR 15(~~Date~~D) ofOF ~~earliest~~THE ~~event~~SECURITIES ~~reported): July~~AND ~~20,~~EXCHANGE ~~2010~~ACT OF 1934

JANUARY 13, 2011

Date of Report (date of Earliest Event Reported)

CHINA DIGITAL MEDIA CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Nevada

Nevada	000-30212	13-3422912
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

(State or Other Jurisdiction of Incorporation)

000-30212

(Commission File Number)

13-3422912

(I.R.S. Employer Identification No.)

2505-06, 25/F, Stelux House, 698 Prince Edward Road East,

Kowloon, Hong Kong

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices)~~offices ~~(Zip~~and ~~Code~~zip code)

(011) 852-2390-8600

(Registrant'’s ~~Telephone~~ ~~Number~~telephone number, ~~Including~~including ~~Area~~area ~~Code~~code)

~~Check~~NOT 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 ( see General Instruction A.2. below):APPLICABLE

o(Former ~~Written~~name ~~communications pursuant~~or toformer ~~Rule~~address, ~~425~~if ~~under~~changed ~~the~~from ~~Securities~~last ~~Act (17 CFR 230.425~~report)

oCheck ~~Soliciting~~the ~~material pursuant~~appropriate tobox ~~Rule~~below ~~14a~~if the Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14a-12~~2. below):

o[ ] ~~Pre-commencement~~ Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~ 230.~~14d-2(b~~425))

o[ ] ~~Pre-commencement communications~~Soliciting material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~14(c~~12)).

~~This Current~~[ ] ~~Report on Form 8~~Pre-Kcommencement iscommunications ~~filed~~pursuant byto ~~China~~Rule ~~Digital Media Corp., a Nevada corporation~~ 14d-2(~~the “Company”~~b), inunder ~~connection~~the ~~with~~Exchange ~~the~~Act ~~items~~(17 ~~set~~CFR ~~forth below~~240.14d-2(b))

~~ITEM 1.01 ENTRY~~[ ] ~~INTO~~Pre-commencement Acommunications ~~MATERIAL~~pursuant ~~DEFINITIVE~~to ~~AGREEMENT~~Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-14(c)).

OnItem ~~July 20, 2010, the Company's Board of Directors entered into an extension agreement (the “Extension Agreement”) with Vision Opportunity Master Fund Ltd~~8. ~~(“Vision”)~~01. Other ~~in connection with the convertible debenture discussed below~~Events.

On ~~November~~ 17January 13, ~~2006~~2011, China Digital Media Corporation (the “Company”) ~~issued~~submitted an offer of settlement to ~~Vision,~~the Securities and ~~Vision~~Exchange ~~purchased~~Commission ~~from~~(“SEC”) ~~the Company,~~in aan ~~convertible~~effort ~~debenture~~to settle potential claims arising in connection with an offering of securities made by the ~~amount~~Company in 2005 in reliance upon Regulation E of ~~Two~~the ~~Million~~Securities ~~One~~Act ~~Hundred~~of ~~Fifty Thousand~~1933, ~~Dollars~~as amended (~~$2,150,000~~“Securities Act”). Without admitting or denying any allegations against it, ~~which~~the ~~carries~~Company ~~interest~~agreed ~~thereon~~to atconsent ato ~~rate~~the entry of ~~four percent~~a court order: (4%i) ~~per~~permanently ~~annum~~restrained and isenjoined ~~convertible~~it atfrom ~~$0.45~~violating ~~per~~Section ~~share~~10(b) and Rule 10b5-1 and 13(a) and Rules 12b-20, 13a-1 and 13a-11 of the Securities Exchange Act of 1934, as amended (“~~Debenture~~Exchange Act”)~~. The~~ ~~Debenture~~and ~~carries~~Sections ~~penalty~~5(a), ~~interest~~5(c), ~~payable~~and 17(a) of the Securities Act; (ii) ordering it to pay disgorgement in ~~cash and~~the ~~monthly~~amount of $200,000, atpayable over a ~~simple~~one-year ~~rate~~period; and (iii) cancelling 17,398,440 shares of common stock and 1~~.5%~~,403,100 ~~per~~shares ~~month~~of ~~until~~Series A Convertible Preferred Stock held by Chi Shing Ng, the ~~principal~~Company’s chief executive officer and ~~interest has~~director. As ~~been~~part ~~paid~~of inthe ~~full~~settlement offer, the Company also offered to consent to the entry of an administrative order pursuant to Section 12(j) of the Exchange Act pursuant to which the registration of the Company’s securities under Section 12 of the Exchange Act will be revoked. ToThat ~~date~~administrative order, ~~Vision~~among ~~has~~other ~~converted~~things, ~~$135~~would terminate the Company’s obligation to file public reports with the SEC,~~000~~ ofand would result in the ~~Debenture~~ ~~principal~~cessation ~~into~~of ~~shares~~trading in the securities of the Company ~~common~~in ~~stock~~the United States; and broker-dealers in the United States would be precluded from facilitating the sale or purchase of the Company’s securities.

In connection with the ~~Debenture~~Company’s offer of settlement, ~~the~~Mr. ~~Company~~Ng ~~issued~~also ~~Vision~~submitted ~~three~~an ~~(3)~~offer ~~warrants consisting~~of settlement consenting to the entry of a court order (i) acanceling ~~Class~~17,398,440 Ashares ~~Warrant~~of tocommon ~~purchase~~stock 4and 1,~~777~~403,~~773~~100 ~~common~~ shares ~~at an exercise price~~ of ~~$0.80~~Series ~~per~~A ~~share,~~Convertible ~~(ii)~~Preferred aStock ~~Class~~held Bby ~~Warrant~~Chi toShing ~~purchase 4~~Ng,~~777,773 common~~ ~~shares~~(ii) atbarring anMr. ~~exercise~~Ng ~~price~~from ofassociation ~~$1.20~~with ~~per~~a ~~share~~public company, and (iii) restrained aand ~~Class~~enjoined ~~C Warrant~~Mr. toNg ~~purchase~~from 2violating certain provisions,~~388,887~~ ~~common~~including ~~shares~~but atnot anlimited ~~exercise~~to ~~price~~the ofregistration ~~$2.25 (collectively~~and anti-fraud provisions, of the ~~“Warrants”)~~Securities Act and Exchange Act.

~~The maturity~~There ~~date~~can ofbe no assurance that the ~~Debenture~~SEC ~~was~~will ~~May~~accept ~~17,~~either ~~2008~~or both of the offers of settlement. If ~~The~~the ~~Company~~offers ~~had~~of settlement are not ~~repaid~~accepted, the ~~outstanding~~ ~~amounts~~Company onbelieves that the ~~Debenture,~~SEC ~~and~~will authorize the ~~Company~~commencement ~~was~~of inenforcement ~~default~~proceedings onagainst the ~~Debenture,~~ ~~which~~Company ~~had~~and aMr. ~~balance~~Ng, ofalleging ~~principal~~violations inof the ~~amount~~registration, ~~of $2~~anti-fraud,~~015,000~~ reporting and other provisions of the federal securities laws.~~00.~~

~~The~~[THE ~~debenture~~SIGNATURE ~~was~~PAGE then extended on December 8, 2008, and such extension agreement was then amended on May 7, 2009. It was agreed to be extended to June 30, 2010. The outstanding principal of the Debenture was mature on June 30, 2010. The Company has not repaid the outstanding amounts on the Debenture, and the Company is in default on the Debenture, which has a balance of principal in the amount of $1,914,250 (the “Principal”). The Company requested for further extending the debenture and has entered into a Second Extension Agreement with Vision.FOLLOWS]

~~The Second Extension Agreement is provided as follows:~~SIGNATURE

1)Pursuant ~~Capitalized~~to ~~Terms.~~the ~~Capitalized~~requirements ~~terms~~of ~~used,~~the ~~but~~Securities ~~not~~and ~~defined,~~Exchange ~~herein,~~Act ~~shall~~of ~~have~~1934, the ~~meanings~~registrant ~~ascribed~~has duly caused this report to ~~such~~be ~~terms~~signed inon its behalf by the ~~Debenture~~undersigned hereunto duly authorized.

2) Extension of Maturity Date. Company and Vision hereby agree that the Maturity Date of the Debenture shall be extended to December 31, 2011.

	CHINA DIGITAL MEDIA CORPORATION


Date: January 14, 2011	By:	/s/ Daniel Ng
		Daniel Ng, Chief Executive Officer

3) Reduction of Conversion Price of Debenture. Company and Vision hereby agree that the conversion price of the Debenture shall be reduced to $0.15.

4) Amortizing Principal Payments. Company and Vision hereby agree that upon execution of this Agreement AND on or before June 30, 2011, Company shall pay Vision one hundred thousand dollars ($100,000.00) in cash. In addition, Company and Vision hereby agree that Company shall pay Vision, on or before December 31, 2010, in cash, an amount equal to ten percent (10%) of the then outstanding principal amount of the Debenture. All payments received pursuant to this section shall reduce the outstanding principal of the Debenture upon receipt.

5) Interest. Company and Vision hereby agree that interest on the Debenture shall continue to accrue on the outstanding principal at an interest rate equal to ten percent (10%) and shall continue to be payable quarterly.

6) Defaults. Failure to timely pay any interest pursuant to the terms of this Agreement shall be considered an “Event of Default” as defined in the Debenture.

7) Prepayments. Company shall be entitled to prepay principal at anytime before December 31, 2011. In the event any amount of principal is prepaid by Company before December 31, 2011, interest payments thereafter shall be calculated on the then outstanding principal.

8) Terms and Conditions of Debenture. Except as expressly set forth herein, all of the terms and conditions to the Debenture shall continue in full force and effect after the execution of this Agreement and shall not be in any way changed, modified or superseded by the terms set forth herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

The exhibits listed in the Exhibit Index filed as part of this report are filed as part of or are included in this report.

SIGNATURES

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

	CHINA DIGITAL MEDIA CORP.
DATED: July 21, 2010	By:	/s/ Ng Chi Shing
		Ng Chi Shing, CEO

EXHIBIT INDEX

Exhibit No. Description of Exhibit

10.1 Debenture Extension Agreement

Filing Compare · CHINA DIGITAL MEDIA CORP