UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):

x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR

For Period Ended: December 31, 2007

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

¨ Transition Report on Form N-SAR

For the Transitional Period Ended: _________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

China Digital Media Corporation

Full Name of Registrant

_________________________________

Former Name if Applicable

2505-06, 25/F, Stelux House,

698 Prince Edward Road East, Kowloon

Address of Principal Executive Office (Street and Number)

Hong Kong, P.R. China

City, State and Zip Code

PART II – RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

¨	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
¨	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

China Digital Media Corp. (the “Company”) is still reviewing its management prepared financial statements in order to prepare Form 10-KSB. For the foregoing reason, the Company requires additional time in order to prepare and file its annual report on Form 10-KSB for the year ended December 31, 2007.

PART IV – OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this notification

Daniel Ng, CEO	(852)	2390 - 8688
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 pf the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).  x Yes   ¨ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? x Yes   ¨ No

The Company expects the accounting effect discussed in the Company’s Form 8-K filed March 27, 2008 with respect to the convertible feature of its debentures will cause a significant change in results of operations from the corresponding period for the last fiscal year which will be reflected by the earnings statements to be included in the subject report.

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

- 2 - -

China Digital Media Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 28, 2008	By /s/ Daniel Ng
	Daniel Ng
	President

- 3 - -