SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* VISION CAPITAL ADVISORS, LLC (Last) (First) (Middle) 20 WEST 55TH STREET 5TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CHINA DIGITAL MEDIA CORP [ CDGT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/20/2010
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note	$0.25	07/20/2010		J(1)(2)			1,914,250	(1)(2)	06/30/2010	Common Stock ($0.001 par value)	7,657,000	(1)(2)	0	I	By Vision Opportunity Master Fund, Ltd.(4)
Class A Warrant (Right to Buy)	$0.8	07/20/2010		J(3)			4,777,773	(5)(6)	06/01/2013	Common Stock ($0.001 par value)	4,777,773	(3)	0	I	By Vision Opportunity Master Fund, Ltd.(4)
Class B Warrant (Right to Buy)	$1.2	07/20/2010		J(3)			4,777,773	(5)(6)	06/01/2013	Common Stock ($0.001 par value)	4,777,773	(3)	0	I	By Vision Opportunity Master Fund, Ltd.(4)
Class C Warrant (Right to Buy)	$2.25	07/20/2010		J(3)			2,388,887	(5)(6)	06/01/2013	Common Stock ($0.001 par value)	2,388,887	(3)	0	I	By Vision Opportunity Master Fund, Ltd.(4)
Convertible Note	$0.15	07/20/2010		J(1)(2)		1,914,250		(1)(2)	12/31/2011	Common Stock ($0.001 par value)	12,761,667	(1)(2)	1,914,250	I	By Vision Opportunity Master Fund, Ltd.(4)
Class A Warrant (Right to Buy)	$0.64	07/20/2010		J(3)		5,972,216		(5)(6)	06/01/2013	Common Stock ($0.001 par value)	5,972,216	(3)	5,972,216	I	By Vision Opportunity Master Fund, Ltd.(4)
Class B Warrant (Right to Buy)	$0.95	07/20/2010		J(3)		6,035,082		(5)(6)	06/01/2013	Common Stock ($0.001 par value)	6,035,082	(3)	6,035,082	I	By Vision Opportunity Master Fund, Ltd.(4)
Class C Warrant (Right to Buy)	$1.76	07/20/2010		J(3)		3,053,975		(5)(6)	06/01/2013	Common Stock ($0.001 par value)	3,053,975	(3)	3,053,975	I	By Vision Opportunity Master Fund, Ltd.(4)

1. Name and Address of Reporting Person* VISION CAPITAL ADVISORS, LLC (Last) (First) (Middle) 20 WEST 55TH STREET 5TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BENOWITZ ADAM (Last) (First) (Middle) C/O VISION CAPITAL ADVISORS, LLC 20 WEST 55TH STREET, 5TH FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Vision Opportunity Master Fund, Ltd. (Last) (First) (Middle) C/O OGIER FIDUCIARY SERVICES (CAY) LTD. 88 NEXUS WAY (Street) CAMANA BAY, GRAND CAYMAN E9 KY1-9007 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. On July 20, 2010, Vision Opportunity Master Fund, Ltd. (the "Fund") and the Issuer entered into an agreement ("Agreement") whereby they agreed to amend certain terms of the Convertible Note ("Note") with an outstanding principal amount of $1,914,250. The Agreement extended the maturity date of the Note from June 30, 2010 to December 31, 2011, reduced the conversion price from $0.25 to $0.15 and increased the number of shares of Common Stock into which the Note is convertible from 7,657,000 to 12,761,667 shares. The Note is presently convertible, at the Fund's option, into shares of Common Stock. However, the Fund may not acquire shares of Common Stock upon conversion of the Note to the extent that, upon conversion, the number of shares of Common Stock beneficially owned by the Fund would exceed 9.9% of the issued and outstanding shares of Common Stock of the Issuer (the "Beneficial Ownership Limitation"); (continued in footnote 2)

2. (continued from footnote 1) provided that this restriction on conversion can be waived at any time by the Fund upon 61 days notice; provided, further, that this restriction shall be of no further force or effect during the sixty-one (61) days immediately preceding the expiration of the term of the Note. Prior to the Agreement, the Beneficial Ownership Limitation was not in effect and the Reporting Persons were deemed to beneficially own all of the 7,657,000 shares of Common Stock underlying the Note. However, in extending the expiration date of the Note, the Beneficial Ownership Limitation was reinstated which had the effect of reducing the Reporting Persons' beneficial ownership below 10% to 9.9%.

3. In connection with the Agreement, the exercise price of this Warrant and the number of shares of Common Stock into which it is exercisable was adjusted pursuant to the anti-dilution provisions thereof.

4. Vision Capital Advisors, LLC (the "Investment Manager") serves as investment manager to the Fund, the direct owner of the subject securities. Adam Benowitz is the Managing Member of the Investment Manager and a Director of the Fund. Each Reporting Person disclaims beneficial ownership of all securities reported herein, except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the shares for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose.

5. This Warrant is presently exercisable into shares of Common Stock at any time at the option of the holder. However, at no time may the holder exercise the Warrant if the number of shares of Common Stock to be issued pursuant to such exercise would exceed, when aggregated with all other shares of Common Stock owned by the holder at such time, the number of shares of Common Stock which would result in the holder beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act and the rules thereunder) in excess of the Beneficial Ownership Limitation; provided, however, that upon the holder providing the Issuer with sixty-one (61) days notice (the "Warrant Waiver Notice") (continued in footnote 6)

6. (continued from footnote 5) that the holder would like to waive the Beneficial Ownership Limitation with regard to any or all shares of Common Stock issuable upon exercise of this Warrant, the Beneficial Ownership Limitation will be of no force or effect with regard to all or a portion of the Warrant referenced in the Warrant Waiver Notice; provided, further, that the Beneficial Ownership Limitation will be of no force or effect during the sixty-one (61) days immediately preceding the expiration of the term of this Warrant.

Remarks:

Mr. Benowitz is signing for himself, as Managing Member of the Investment Manager and as a Director of the Fund.

	/s/ Adam Benowitz	07/23/2010
	** Signature of Reporting Person	Date
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