8-K

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):   October 6, 2008

CHINA VOIP & DIGITAL TELECOM INC.

 (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Nevada	333-131017	98-0509797
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)

11th Floor Tower B1, Yike Industrial Base, Shunhua Rd,

High-tech Industrial Development Zone, Jinan, China 250101

 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

86-531-87027114

 (ISSUER TELEPHONE NUMBER)

(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 (see General Instruction A.2. below):

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

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

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

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

 Item 2.04.  Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On June 22, 2009, we received an Event of Default Redemption Notice (the " Default Notice") from Castlerigg Master Investments Ltd. (“Castlerigg”) with respect to the certain Amended and Restated Senior Secured Convertible Note issued by the Registrant to Castlerigg on or about December 21,2007, as amended December 8, 2008 (the “Financing Transaction”).  The Financing Transaction is disclosed in more detail in the Form 8-k filed on December 26, 2007 and December 10, 2008, and all transaction documents are attached to that Form 8-ks and are herein incorporated by reference.

As previously disclosed in the Company's Form 10-K filed on March 31, 2009, we received a Holder Optional Redemption Notice (the “Holder Redemption Notice”) dated December 21, 2008 (the "Redemption Notice") from Castlerigg with respect to the Financing Transaction, notifying the Registrant its election to require a Holder Optional Redemption for the available Redemption Amount of $$1,703,025.33, one third of the Principal of the Note plus accrued interest. The mount should be delivered to Castlerigg no later than December 30, 2008.

On April 17, 2009, Castlerigg sent the Registrant a Conversion Notice seeking to convert $10,000 principal amount of the Note into 266,904 (the Conversion Price equals to $0.0375 per share). Since the Registrant didn’t agree with the Conversion Price applied by Castlerigg, the Conversion Notice has not been executed.

The Default Notice stated that we are in default for failure to (1) pay the Redemption Amount of $1,703,025.33 by no later than December 30,2008;  (2) make timely payment of the interest covering the Calendar Quarter ended March 31, 2009; and (3) make required share conversion within two business days after getting the Conversion Notice; The total amount of the Default Redemption was calculated as $66,703,289.

As the Company previously reported in the March 31,2009 Form 10-K (with regard to the Holder Redemption Notice) and reaffirms here, the Company would like to seek an alternative way to resolve Redemption without paying cash. The Company does not believe that any of the Events constitutes a default under the Note.  Although no assurances can be given as to the ultimate outcome of this matter, the Company disagrees with the claims in the Default Notice that a default has occurred under the Note and intends to vigorously contest these claims.

The Holder Redemption Notice, the Conversion Notice and the Default Notice thereto are attached hereto as Exhibits 99.1, 99.2 and 99.3 respectively, and are incorporated by reference herein.

Item 9.01. Exhibits

Exhibit Number	Description of Exhibit
99.1	Letter (The Holder Redemption Notice) dated December 21,2008from Castlerigg Master Investments Ltd.
99.2	Letter (The Conversion Notice) dated April 17, 2009from Castlerigg Master Investments Ltd.

 99.3            Letter (The Default Notice) dated June 22, 2009 from Castlerigg Master Investments Ltd.

 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 VOIP & DIGITAL TELECOM, INC.
Dated: June 30, 2009
	By: /s/ Li Kunwu
	Li Kunwu President and Chief Executive Officer

EX-99.1

Castlerigg Master Investments Ltd.

40 West 57th St

26th Floor

New York, NY 10019

December 22, 2008

China VoIP & Digital Telecom Inc.

11th Floor Tower Bl, Yike Industrial Base,

Shunhua Rd, High-tech Industrial Development Zone

Jinan, China 250101

Attention:       Li Kunwu, Chief Executive Officer

Re: Holder Optional Redemption Notice.

Reference is hereby made to (i) that certain Securities Purchase Agreement, dated as of December 21, 2007, by and between China VoIP & Digital Telecom Inc., a Nevada corporation (the "Company") and the undersigned (the "Investor") (as amended, the "Securities Purchase Agreement"), (ii) that certain Amendment and Exchange Agreement, dated as of December 8, 2008, by and between the Company and the Investor (the "Amendment and Exchange Agreement"), which amended the Securities Purchase Agreement and the Transaction Documents (as defined in the Securities Purchase Agreement) and (iii) the Senior Secured Convertible Note issued pursuant to the Securities Purchase Agreement by the Company to the Investor on December 21, 2007, in the principal amount of $5,000,000, as amended pursuant to the Amendment and Exchange Agreement (as amended, the "Note"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note.

Pursuant to Section 11(a) of the Note the Investor hereby notifies the Company of its election to require a Holder Optional Redemption for the Available Redemption Amount of $1,666,666.67. The Company is obligated to deliver the Redemption Amount in the amount of $1,703,025.33 no later than December 30, 2008.

This letter is without prejudice to, and the Investor fully and specifically reserves, any and all rights, powers, privileges and remedies, at law or otherwise, including, without limitation, under the Note, the Securities Purchase Agreement and the other Transaction Documents.

This letter is not, and shall not be deemed to be, a waiver of, or a consent to, any default, noncompliance or Event of Default now existing or hereafter arising under the Note, the Securities Purchase Agreement or any of the other Transaction Documents. In addition, no action or acquiescence by the Investor shall constitute a waiver of any Event of Default. This letter shall not entitle the Company to any other or further notice or demand.

Very truly yours,

CASTLERIGG MASTER INVESTMENTS LTD.

BY: SANDELL ASSET MANAGEMENT CORP.

[Missing Graphic Reference]

Name: Timothy O'Brien Title: Chief Financial Officer

cc:   Anslow + Jaclin, LLP

195 Route 9 South, Suite 204 Manalapan, NJ 07725 Telephone:     732-409-1212 Facsimile:      732-577-1188 Attention:      Richard I. Anslow, Esq.

EX-99.2

EXHIBIT I

CHINA VOIP & DIGITAL TELECOM INC.

CONVERSION NOTICE

Reference is made to the Amended and Restated Senior Secured Convertible Note (the "Note") issued to the undersigned by CHINA VOIP & DIGITAL TELECOM INC. (the "Company"). In accordance with and pursuant to the Note, the undersigned hereby elects to convert the Conversion Amount (as defined in the Note) of the Note indicated below into shares of Common Stock par value $0,001 per share (the "Common Stock") of the Company, as of the date specified below.

Date of Conversion:      April 17, 2009

Aggregate Conversion Amount to be converted: $10,000

Please confirm the following information:

Conversion Price:   $.0375

Number of shares of Common Stock to be issued: 266,904

Please issue the Common Stock into which the Note is being converted in the following name and to the following address:

issue to:        Credit Suisse Securities(USA)llC

11 Madison Avenue, New York, New York 10010                                                                                                                                

Facsimile Number: 212 603 5710

Authorization:

By:               Ken Glassman

Title:    Senior Managing Director

Dated:

Account Number: 355

(if electronic book entry transfer)

Transaction Code Number:                                                              737420

(if electronic book entry transfer)

SRZ-10741570.3

ACKNOWLEDGMENT

The Company hereby acknowledges this Conversion Notice and hereby directs Integrity Stock Transfer to issue the above indicated number of shares of Common Stock in

accordance with the Transfer Agent Instructions dated November, 2008 from the Company

and acknowledged and agreed to by Integrity Stock Transfer.

CHINA VOIP & DIGITAL TELECOM INC.

By:

Name: Title:

SRZ-1074I570.3

EX-99.3

Castlerigg Master Investments Ltd.

40 West 57th Street

26th Floor

New York, NY 10019

June 22,2009

China VoIP & Digital Telcom Inc.

No. 786 Xiniuo Street

High-tech Industrial Development Zone

Jinan, China 250101

Attention:        Li Kunwu, Chief Executive Officer

Re:      Event of Default Redemption Notice

Reference is hereby made to (i) that certain Amended and Restated Senior Secured Convertible Note issued by China VoIP & Digital Telecom Inc., a Nevada corporation (the "Company") to the undersigned (the "Investor") on or about December 21, 2007, as amended December 8,2008 (the "Note"); and (ii) that Holder Optional Redemption Notice dated December 22, 2008 from the Investor to the Company (the "Holder Optional Redemption Notice"). For the purposes hereof, unless otherwise provided, capitalized terms shall have the meanings ascribed to them in the Note.

On or about December 22, 2008, the Investor notified the Company of its election to require a "Holder Optional Redemption" for the "Redemption Amount". Pursuant to Section 11 (a) of the Note, the Company was obligated to pay and deliver to the Investor the Redemption Amount of $1,703,025.33 by no later than December 30,2008. As of December 30,2008 the Company failed to timely make such payment. Furthermore, as of the date hereof, the Company failed and continuously fails to make payment of the Redemption Amount to the Company.

Pursuant to Section 2 of the Note, the Company is obligated to make interest payments to the Investor on the first day of each Calendar Quarter for interest accrued in the preceding Calendar Quarter. The Company failed to timely make the interest payment to the Investor covering the Calendar Quarter ended March 31, 2008, which otherwise was due under the Note on April 1, 2009. Furthermore, as of the date hereof, the Company failed and continuously fails to make the required interest payment to the Investor.

In addition, on or about April 17, 2009, the Investor provided a Notice of Conversion to the Company seeking to exercise its right to convert $10,000 principal amount of the Note into 266,904 shares of Common Stock. Pursuant to Section 3(c)(i) of the Note, the Company was obligated to issue the underlying Common Stock within two (2) Business Days of the Conversion Notice. The Company has failed to timely or otherwise deliver the shares of Common Stock underlying the Investor's

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Conversion Notice. Section 3(c)(ii) of the Note provides the various consequences associated with the Company's Conversion Failure, including, among others, (A) assessment of damages to the Investor equal to 1.5% of the product of (i) the sum of the number of shares of Common Stock not delivered to the Investor, and (B) the Closing Sale Price of the Common Stock on the Share Delivery Date, (B) an Investor rescission of the Conversion Notice; or (C) the Company's obligation for the Buy-In Price.

Section 4(a)(v) of the Note provides that the Company's failure to pay to the Investor any amount as and when due under the Note (including, without limitation, the Company's failure to pay any redemption payments or amounts thereunder) constitutes an Event of Default under the Note. Furthermore, Section 4(a)(iii) provides that the Company's failure to cure a Conversion Failure within ten (10) Business Days constitutes an Event of Default under the Note. The Company's failure to timely or otherwise pay the Redemption Amount associated with the Investor's request relating to a I lolder Optional Redemption, the Company's failure to timely or otherwise make the accrued interest payment for the Calendar Quarter ended March 31, 2009, and the Company's Conversion Failure each constitute an Event of Default under the Note.

Section 2 of the Note further provided that from and after the occurrence of an Event of Default, the Interest Rate applicable under the Note shall be increased to a rate of fifteen percent (15%) per annum. Multiple Events of Default have occurred and as a result of such defaults, the Interest Rate under the Note has increased to the rate of fifteen percent (15%) per annum as of December 30,2008.

Section 24(b) of the Note provides that if any amount due under the Note is not paid when due, a late charge on such amount shall be incurred and payable by the Company to the Investor in an amount equal to interest on such amount at the rate of eighteen percent (18%) per annum from the date such amount was due until the date such amount is paid in full.

As a result of the occurrence of the above mentioned Events of Default under the Note, the undersigned hereby notifies the Company of its election to exercise its redemption rights pursuant to Section 4(b) of the Note and hereby delivers this Event of Default Redemption Notice for the Note. The undersigned hereby elects to redeem the Note in full at the Event of Default Redemption Price (as defined in the Note). Pursuant to Section 12 of the Note, the Company is required to pay to the undersigned the Event of Default Redemption Price, calculated as of the date of such payment, within five (5) Business Days from the receipt of this Event of Default Redemption Notice. The total amount the Company is required to pay to the undersigned, calculated as of the date hereof, is equal to $66,703,289. Should you fail to timely pay the Event of Default Redemption Price, the Investor reserves the right to exercise all remedies available to it under the Transaction Documents, including, but not limited to, the Pledge Agreement, Security Agreement and Guaranties.

This letter is without prejudice to, and the Investor hereby fully and specifically reserves, any and all rights, powers, privileges and remedies, available to the Investor at law or otherwise, waiving none, including, without limitation, under the Note and the other Transaction Documents.

This letter is not, and shall not be deemed to be, a waiver of, or a consent to, any default, noncompliance or Event of Default now existing or hereafter arising under the Note, the Securities Purchase Agreement or any of the other Transaction Documents. In addition, no prior or subsequent

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action or acquiescence by the Investor shall constitute a waiver of any Event of Default now existing or hereafter arising. This letter shall not entitle the Company to any other or further notice or demand.

Very truly yours, CASTLERIGG MASTER INVESTMENTS LTD.

BY: SANDELL ASSET MANAGEMENT CORP.

By:

Name: Patrick Burke

Title: Senior Managing Director

cc:       Anslow + Jaclin, LLP

195 Route 9 South, Suite 204 Manalapan,NJ 07725 Telephone:      732-409-1212 Facsimile:        732-577-1188 Attention:        Richard I. Anslow, Esquire

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