Alternative Investment Corp - Annual Report: 2008 (Form 10-K)

Nevada

4813

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(State or other

(Primary Standard Industrial

(I.R.S. Employer

jurisdiction of

Classification Code Number)

Identification No.)

incorporation or organization)

Room B209-1, Jinhui Business Center,
No 537 Xinaggang Zhong Road, Haizhu District, Guangzhou, China

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(Address of Company's principal executive offices)

(Zip Code)

Title of each class registered:

Name of each exchange on which registered:

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None

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [ x ] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ x ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer,""accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

[ ] Accelerated filer

[ ] Non-accelerated filer (Do not check if a smaller reporting company)

[ x ] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ x ]Yes [ ] No

On December 10, 2008, the number of shares held by non-affiliates of the registrant was 3,728,000 shares of common stock. There is no calculation on the aggregate market value of the voting stock held by non-affiliates at the moment, as the Company's shares have not been traded since its quotation on the Over-the-counter Bulletin Board.

Solely for the purpose of this calculation, shares held by directors and officers of the registrant have been excluded. Such exclusion should not be deemed a determination or an admission by registrant that such individuals are, in fact, affiliates of the registrant.

As of December 10, 2008, there were 13,228,000 par value of $0.001 per share common stock of the Company issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred under Part IV.

DEFINITIONS AND CONVENTIONS

References to "Common Stock" means the common stock, US$0.001 par value, of China Digital Ventures Corporation.

References to "Company", "CDV", "CDVC", "we", "our" means China Digital Ventures Corporation and include, unless the
context requires or indicate otherwise, the operation of its subsidiaries (all hereinafter defined).

FORWARD-LOOKING STATEMENTS

This Current Report on Form 10-K report contains forward-looking statements of management of the Company that are, by their nature, subject to risks and uncertainties. Forward-looking statements are statements that estimate the happening of future events are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as "may", "shall", "could", "expect", "estimate", "anticipate", "predict", "probable", "possible", "should", "continue", or similar terms, variations of those terms or the negative of those terms. The forward-looking statements appear in a number of places in this Form 10-K report have been formed by our management on the basis of assumptions made by management and considered by management to be reasonable. However, whether actual results and developments will meet the Company's expectations and predictions depends on a number of known and unknown risks and uncertainties and other factors, any or all of which could cause actual results, performance or achievements to differ materially from Company's expectations, whether expressed or implied by such forward looking statements. Our future operating results are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements contained in this Form 10-K report represents estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements in this Form 10-K report are accurate, and we assume no obligation to update any such forward-looking statements. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.

PART I

ITEM 1.

Business

1

ITEM 1A.

Risk Factors

4

ITEM 1B.

Unresolved Staff Comments

12

ITEM 2.

Properties

13

ITEM 3.

Legal Proceedings

13

ITEM 4.

Submission of Matters to a Vote of Security Holders

13

PART II

ITEM 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

14

ITEM 6.

Selected Financial Data

15

ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results of Operation

15

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

19

ITEM 8.

Financial Statements and Supplementary Data

20

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

20

ITEM 9A (T)

Controls and Procedures

20

ITEM 9B.

Other Information

21

PART III

Item 10

Directors, Executive Officers and Corporate Governance

22

Item 11

Executive Compensation

24

Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

26

Item 13

Certain Relationships and Related Transactions, and Director Independence

27

Item 14

Principal Accounting Fees and Services

28

PART IV

ITEM 15

Exhibits, Financial Statement Schedules

29

SIGNATURES

PART I

ITEM 1. BUSINESS

General

China Digital Ventures Corporation was incorporated on March 26, 2007 in the State of Nevada. CDVC is a development stage company that plans to sell telecom services through the internet, other telecom related services directly to the commercial marketplace and individual consumers and mobile device advertising business. The Company's mailing address in Hong Kong is 26 Floor, 88 Lockhart Road, Wanchai, Hong Kong. The telephone number of our principal executive office is +011 86-755-6157-8170.

Overview Telecom Market

The world's largest mobile telecommunications market-China- has more mobile subscribers than the United States has citizens; the market boosts more than 500 million subscribers and is growing by 5 million per month. Since the first half of 2007, China's communications industry has maintained stable and sound development. In the past few years, the Chinese government has established polices in the spirit of accomplishing the goal of becoming a prominent player in the global telecom industry. The Chinese market has maintained rapid growth in the first half of 2007. The total business volume of the telecom industry in 2007 was about USD101 billion (RMB748 billion), growing at 26.1%. In the first half of 2007, the number of new phone users was 45.4 million and the total number of users was 874 million. However, the number of fixed phone users declined gradually month-by-month where as the number of new mobile phone users increased. In the first half of 2007, the number of new fixed line phone users is 4.8 million, which makes the total number of fixed phone users at 372 million consisting of about 254 million urban users and 118 million rural area users. Mobile phone users increased by 40.5 million in the first half of 2007, making the total number of mobile users at 501 million.

China's telecom market is entering a stable growing adjustment period as its growth rate slowed during the first half of 2007. According to the statistics from the Ministry of Information Industry, the total business volume of telecom industry reached USD100 billion (RMB742 billion), up 26.1%.

China's telecom market is a restricted market and centrally controlled by state owned firms. However there is tremendous market size for telecom services to the users in China. Through the use of web based marketing and sales strategies we can provide quality and reliable telecom services to customers in and outside China. The Company plans to profit by selling telecom services through its website (www.ngndial.com). Through the use of our proposed website and a targeted approach, CDVC feels that an opportunity exists to create a sizeable business.

CDVC has not incurred any significant research and development costs, and therefore does not expect to pass any such costs on to our prospective customers. At this time government approval is not necessary for our business, and CDVC is unaware of any significant government regulations that may impact its proposed business within the e-commerce marketplace

Telecom Services

CDVC is an emerging global provider of advanced communications services utilizing the VoIP over Internet Protocol (VOIP) technology. Internet protocol telephony is the real time transmission of voice communications in the form of digitalized packets of information over the Internet or a private network, similar to the way in which e-mail and other data is transmitted. VoIP services are expected to allow consumers and businesses to communicate in the future at dramatically reduced costs compared to traditional telephony networks.

CDVC has secured the domain name www.ngndial.com and has begun the development of its website and online e-commerce platform. CDVC has completed the first phase of its development for call back service and initiation through the internet. However, we still need to complete the development of the payment gateway to be fully capable as an e-commerce platform.

Once the website is fully operational, CDVC plans to seek to develop its own telecom platform and to apply for credit status with telecom carriers direct. At this time we will work with platform owners until such a time we have the necessary resources. Management believes that once the website is fully operational, platform owners or telecom carriers will be willing to provide credit status to CDVC; however, there can be no assurance or guarantee that this will be the case.

CDVC is currently in the process of developing its second phase of its Internet website with full electronic commerce capabilities and functionality to assist the network of independent resellers and sales agents. CDVC plans to market its website by developing a network of resellers and independent sales representatives, which will primarily be reliant upon "word of mouth"and referral dynamics of the user group and association members. CDVC cannot provide any assurance that association membership marketing will be effective for its proposed business operations.

The Company anticipates direct marketing and sales strategies towards development of a network of resellers and independent sales representatives. Some specific strategies include but are not limited to:

It is important to note that CDVC has not yet fully developed its website and there can be no assurance that CDVC will be able to implement any marketing campaigns and strategies successfully if and when the website becomes fully functional.

The Company also anticipates listing its website with search engines (target lists) in order to expose its site to individuals and business that may become potential customers for the Company as well as to individuals whom may be interested in becoming an affiliate sales representative for CDVC.

Mobile Device Advertising

The Company has recently entered into a joint venture for the development and implementation of an innovative technology to deliver advertising to mobile devices through the mobile phone network in China. Today, mobile phones are inseparatable for many people as it becomes our essential companion. Thus the mobile phones and devices have become an important tool for advertisers.

The Company plans to conduct a pilot test of the mobile device advertising platform in China in March 2009. Once the pilot test has been proven successful with a telecom operator, then the Company expects to enter into commercial operation by June 2009.

CDVC believes it will have an advantage with the current competition by developing effective relationships with its clientele. Management believes this can be accomplished by combining the above benefits with consistently quality telecom and customer service. However, competitors may prove to be too dominating and prevent CDVC from ever establishing these relationships, as CDVC is currently a development stage business with no proven track record.

Employees

CDVC has no full time employees. Presently, Mr. Bing HE and Ms. Ning HE, both the officers and directors of the Company, each plan to devote approximately a minimum of 12 -15 hours per month, on the business.

Patents

China Digital Ventures Corporation holds no patents.

Government Regulation

Government approval is not necessary for our business, and it is anticipated that government regulations will have little or no effect on CDVC's proposed business.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other information in this Form 10-K before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.

THERE IS SUBSTANTIAL DOUBT ABOUT CDVC'S ABILITY TO CONTINUE AS A GOING CONCERN

Our auditor's report on our 2008 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing concern. Because our officer and director may be unable or unwilling to loan or advance any additional capital to CDVC, therefore, the Company will not have the funds necessary to continue its operations. See "September 30, 2008 Audited Financial Statements."

CDVC HAS A SHORT OPERATING HISTORY, THUS THE COMPANY CANNOT PREDICT WHETHER IT WILL BE SUCCESSFUL IN REMAINING AN ONGOING CONCERN

CDVC is a development stage company that was established in March 2007. Although CDVC has begun the sales of telecom services with modest revenue generated, there can be no assurance that CDVC will ever reach a level of profitability. The revenue and income potential of CDVC's proposed business and operations is unproven, and the lack of operating history makes it difficult to evaluate the future prospects of the business.

CDVC'S OTHER BUSINESSES ARE NOT YET DEVELOPED, THERFORE, THERE IS NO ASSURANCE THAT CDVC'S ANTICIPATED BUSINESSES WILL EVER GENERATE REVENUE

CDVC faces multiple risks associated with the development of other new and speculative business in the mobile advertising platform and digital media. The Company is a development stage business with limited service offerings and has limited assets totaling $8,517 as of September 30, 2008. In addition, CDVC will be subject to numerous risks, expenses, and difficulties typically encountered in the development of new business. There is no assurance that CDVC's anticipated business will ever be successful or profitable

CDVC'S OPERATING RESULTS IN ONE OR MORE FUTURE PERIODS WILL LIKELY FLUCTUATE SIGNIFICANTLY

CDVC expects significant fluctuations in future results of operation due to a variety of factors, many of which are outside of our control, including, but not limited to:

Demand for and market acceptance of web based telecommunications products, advertising on mobile phones and media services;

CDVC's ability to expand its market share;

Competitive factors that affect CDVC's pricing structure;

The variety and mix of telecom, advertising and media products CDVC sells;

The timing and magnitude of capital expenditures, including costs relating to the start-up, marketing, and continued expansion of operations;

Conditions specific to the telecom and media industry;

Changes in generally accepted accounting policies, especially those related to the Internet sales; and;

New government regulation or legislation.

CDVC IS A START-UP COMPANY WITH LIMITED FUNDS; THEREFORE IT MAY NOT BE CAPABLE OF DEVELOPING ITS PROPOSED BUSINESS INTO A REVENUE GENERATING OPERATION

CDVC's ability to develop the business into a revenue generating operation will depend on a number of factors, which include the ability to:

Provide telecom, advertising and media services that are reliable, and cost effective;

Effectively market the telecom, advertising and media services;

Establish relationships with manufactures and distributors within telecom industry that will allow CDVC to sell products at a profit; and

Hire and retain qualified personnel and effectively respond to competition.

If CDVC is not successful in meeting these challenges and addressing the risks and uncertainties associated with operating a business with limited funds, CDVC would fail and any investment made in the common stock would significantly decline in value or be completely lost.

CDVC CURRENTLY HAS NO MAJOR CUSTOMERS; IF THE COMPANY IS UNABLE TO GAIN CUSTOMERS OR DEVELOP A MARKET ACCEPTANCE IN A RELATIVELY SHORT PERIOD OF TIME THE COMPANY WILL FAIL

Selling telecom services "on-line" is a relatively new and emerging market; there can be no assurance that customers will adopt CDVC's proposed business of selling these products through the Internet medium. Accordingly, CDVC cannot accurately estimate the potential demand for the products CDVC anticipates selling. CDVC believes that the acceptance of telecom services will depend on its ability to:

IF CDVC'S PLAN TO SELL TELECOM SERVICES TO CUSTOMERS THROUGH THE INTERNET IS NOT SUCCESSFUL, CDVC WOULD NOT BE ABLE TO GENERATE REVENUE, AND AS A RESULT INVESTORS WOULD LOSE THEIR ENTIRE INVESTMENT

CDVC plans to sell telecom services directly consumers through its proposed Internet website. The ability to achieve revenue growth in the future will depend on the ability to develop and maintain an effective website that will attract customers, the ability to hire qualified sales and technical personnel, and offer new telecom services and products. In addition, CDVC is dependent on several factors relating to the Internet as a whole, including the relatively new and unproven nature the Internet as a medium is for commerce. Although sales over the Internet have continued to develop and grow over the past few years the Internet is a developing market and long-term acceptance of the Internet as a sales medium has not been statistically proven. Only recently have a few select companies shown a reasonable profit through Internet business sales and commerce; there can be no assurance that a trend towards profitability will be achieved or be sustained by CDVC, of which would result in complete loss in its common share value.

CUSTOMER'S ORDERS MAY SUBSTANTIALLY VARY IN SIZE, MAKING IT DIFFICULT TO FORECAST QUARTERLY RESULTS AND CREATE FLUCTUATIONS IN FUTURE CASH FLOWS

CDVC's anticipated pricing structure for its proposed internet site will likely range from a few dollars to several hundred dollars. If customer orders are limited to lower volume services, or on average to lower priced service offerings, CDVC may show losses during these times and may not be able to recoup the losses with future revenue. Due to these factors CDVC's quarter-to-quarter comparisons of future operating results will not be a good indication of future performance.

IN THE FUTURE CDVC WILL BE REQUIRED TO INCREASE ITS OPERATING EXPENSES IN ORDER TO GROW; ANY INCREASE OF EXPENSES MAY NOT BE OFFSET WITH REVENUE, WHICH WILL RESULT IN SIGNIFICANT LOSSES

CDVC plans to increase operating expenses in order to bring about and support higher sales of telecom services, which will result in losses that CDVC may not be able to offset with revenues. Specifically, CDVC plans to increase operating expenses to expand sales and marketing operations. If revenue falls below our expectations in any quarter and CDVC is not able to quickly reduce spending in response, CDVC's operations will be adversely affected and may result in significant losses.

CDVC WILL NEED ADDITIONAL CAPITAL, CURRENTLY ESTIMATED AT $17,500 TO $70,000, TO EXPAND ITS PROPOSED BUSINESS AND REMAIN AS A GOING CONCERN, WITHOUT WHICH, THE COMPANY WOULD FAIL

As of September 30, 2008 the Company had $8,517 of cash on hand and available.

There can be no assurance CDVC will be successful in raising future proceeds or that its proposed business will be able to generate a level of revenue that can sustain the growth and expansion of the business. Any shortfall of capital, whether an inability to raise funds or generate revenue, would adversely impact the progress and development of the business.

Future equity or debt financing may not be available to CDVC on favorable terms, or perhaps may not be available at all. Borrowing instruments such as credit facilities and lease agreements will likely have restrictions on lending money to a start-up company with little or no assets, such as CDVC. CDVC's inability to obtain additional capital on satisfactory terms may delay or prevent the expansion of our business, which would cause the business and prospects to suffer.

CDVC WILL ENCOUNTER INTENSE COMPETITION, WHICH COULD LEAD TO GREATER EXPENSES IN ESTABLISHING A POSITION WITHIN THE MARKETPLACE; IF THE COMPANY IS UNABLE TO MEET THE DEMAND OF THESE EXPENSES THE BUSINESS WOULD FAIL

CDVC will face intense competition from other businesses that sell and distribute telecom services, including but not limited to Internet distributors and telecom services providers. The competitors will have longer operating histories, greater brand name recognition, and larger installed customer bases. Competition will pose the following hurdles to the success of CDVC:

The established competition will have significantly more financial resources, R&D facilities, and marketing experience than those of CDVC. The competition may create future developments that will render the Company's proposed business plan obsolete;

CDVC also expects to face competition from new entrants into its targeted industry segment. The Company anticipates that demand for telecom services will continue to grow. As this occurs, CDVC expects competition to become more intense and there can be no guarantee the Company will be able to remain competitive with new entries into the market;

There can be no assurance that CDVC will have sufficient resources to maintain its marketing, sales, and customer support efforts on a competitive basis, or that the Company will be able to make the technological advances necessary to maintain a competitive advantage with respect to its service offerings; and

Increased competition could result in price reductions, fewer product orders, and reduced operating margins, any of which could materially and adversely affect the Company's business.

CDVC IS DEPENDENT ON KEY PERSONNEL AND ANY TURNOVER COULD SERIOUSLY IMPEDE THE SUCCESS OF THE BUSINESS

CDVC success and execution of its business strategy will depend significantly upon the continuing contributions of, and on its ability to attract, train, and retain qualified personnel. In this regard, the Company is particularly dependent upon the services of Bing HE, its President and Director. CDVC does not have an employment agreement with its officers or directors, and as a result there is no assurance that Bing HE will continue to manage CDVC in the future. The loss of the services of its Officer, or in the future any key employees would have a material adverse impact on the further development of CDVC's business.

THE LIMITED EXPERIENCE OF CDVC'S CURRENT MANAGEMENT COULD HINDER OPERATIONS AND THEREFORE LIMIT ANY POTENTIAL PROFITABILITY OF THE COMPANY

Current management of CDVC has had limited experience in the start-up and development of a new business. In consideration of management's other employment obligations and the minimal experience of operating a new business there are potential conflicts of interest in his acting as officer and directors of the Company.

CDVC CURRENTLY HAS TWO DIRECTORS, BING HE AND NING HE, WHO HAVE SIGNIFICANT CONTROL ON ALL MATTERS SUBMITTED FOR STOCKHOLDER APPROVAL WHICH COULD RESULT IN CORPORATE DECISIONS THAT NEGATIVELY IMPACT OTHER SHAREHOLDERS

Currently, Mr. Bing HE and his sister, Ms. Ning HE, together own about 71.8% of CDVC's issued and outstanding common stock. As a result, they have significant control on the outcome of all matters submitted to a vote by stockholders, which may include the election of directors, amendments to the certificate of incorporation, and approval of significant corporate transactions.

NO DIVIDEND IS PAID BY CHINA DIGITAL VENTURES CORPORTATION TO ITS HOLDERS OF COMMON SHARES AND NO DIVIDEND IS ANTICIPATED TO BE PAID IN THE FORESEEABLE FUTURE, WHICH MAY DETER POTENTIAL INVESTORS FROM INVESTING IN ITS COMMON STOCK

CDVC has not paid any cash or other dividends on its Common Stock and does not expect to declare or pay any such cash dividends in the foreseeable future; this may prevent investors from investing in CDVC in the future.

INVESTORS WILL PAY MORE FOR CDVC'S COMMON STOCK THAN THE PRO RATA PORTION OF THE COMPANY'S ASSETS ARE WORTH; AS A RESULT INVESTING IN THE COMMON STOCK MAY RESULT IN AN IMMEDIATE LOSS TO SHAREHOLDERS

The market price may be substantially higher than the net tangible book value per share of CDVC's common stock. CDVC's assets do not substantiate a share price as determined by the accounts from time to time.

PRC laws and regulations governing our businesses and the validity of certain of our contractual arrangements are uncertain. If we are found to be in violation, we could be subject to sanctions. In addition, changes in such PRC laws and regulations may materially and adversely affect our business.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement and performance of our contractual arrangements with certain of our affiliated Chinese entities. We are considered foreign persons or foreign invested enterprises under PRC law. As a result, we are subject to PRC law limitations on foreign ownership of telecom companies. These laws and regulations are relatively new and may be subject to change, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.

The PRC government has broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business and other licenses and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant governmental bodies may be revoked at a later time by higher regulatory bodies. We cannot predict the effect of the interpretation of existing or new PRC laws or regulations on our businesses. We cannot assure you that our current operating structure would not be found in violation of any current or future PRC laws or regulations. As a result, we may be subject to sanctions, including fines, and could be required to restructure our operations or cease to provide certain services. Any of these or similar actions could significantly disrupt our business operations or restrict us from conducting a substantial portion of our business operations, which could materially and adversely affect our business, financial condition and results of operations.

Adverse changes in economic and political policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business.

As our telecom business offered through the internet expands, we expect an increasing portion of our business operations would likely be conducted in China. Accordingly, our results of operations, financial condition and prospects are subject to a significant degree to economic, political and legal developments in China. China's economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While China's economy has experienced significant growth in the past 20 years, growth has been uneven across different regions and among various economic sectors of China. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by governmental control over capital investments or changes in tax regulations that are applicable to us. Since early 2004, the PRC government has implemented certain measures to control the pace of economic growth. Such measures may cause a decrease in the level of economic activity in China, which in turn could adversely affect our results of operations and financial condition.

Uncertainties with respect to the PRC legal system could adversely affect us.

We will conduct a substantial and increasing portion our business through newly incorporated subsidiaries and affiliated entities based in China. Our operations in China are governed by PRC laws and regulations. These new subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-owned enterprises. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedent value.

Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system and recently-enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited published decisions and their non-binding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on governmental policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

Governmental control of currency conversion may affect the value of your investment.

The PRC government imposes controls on the conversion of RMB to foreign currencies and, in certain cases, the remittance of currencies out of China. As our internet telecom business expands, we expect to derive an increasing percentage of our revenues in RMB. Under our new structure in the future, we expect our income will be primarily derived from dividend payments from our PRC subsidiaries. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries and our affiliated entities to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange by complying with certain procedural requirements. However, approval from appropriate government authorities is required when RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our demands, we may not be able to pay dividends in foreign currencies to our stockholders, including holders of our common stock.

Fluctuation in the value of RMB may have a material adverse effect on your investment.

The value of RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. On July 21, 2005, the PRC government changed its decades-old policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of foreign currencies. This change in policy has resulted in an approximately 2.0% appreciation of the RMB against the U.S. dollar. While the international reaction to the RMB revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in a further and significant appreciation of the RMB against the U.S. dollar. As our internet telecom business continues to grow, a greater portion of our revenues and costs will be denominated in RMB, while a significant portion of our financial assets may be denominated in U.S. dollars. We expect to rely significantly on dividends and other fees paid to us by our subsidiaries and affiliated entities in China. Any significant revaluation of RMB may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our common stock in U.S. dollars. For example, an appreciation of RMB against the U.S. dollar would make any new RMB denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into RMB for such purposes.

We face risks related to health epidemics and other outbreaks.

Our business could be adversely affected by the effects of SARS, Avian Flu or another epidemic or outbreak. China reported a number of cases of SARS in April 2004. Any prolonged recurrence of SARS or other adverse public health developments in China may have a material adverse effect on our business operations. For instance, health or other governmental regulations adopted in response may require temporary closure of Internet cafes, which is one of the avenues where users could access our websites, or of our offices. Such closures would severely disrupt our business operations and adversely affect our results of operations. We have not adopted any written preventive measures or contingency plans to combat any future outbreak of SARS or any other epidemic.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

CDVC's principle address is Room B209-1, Jinhui Business Center, No 537 Xinaggang Zhong Road, Haizhu District, Guangzhou,, China. The Company currently rents this office under a monthly lease of $285 per month. The office is approximately 340 square feet. The telephone number is +011 86 755 6165-7723.

CDVC has a correspondence address in Hong Kong at 26F 88 Lockhart Road, Wanchai, Hong Kong. The Company use this correspondence address rent free and is subject to change with a 7 days notice.

ITEM 3. LEGAL PROCEEDINGS

CDVC is not a party to or aware of any threatened litigation of a material nature.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the last quarter of fiscal year September 30, 2008.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

A registrant that qualifies as a smaller reporting company is not required to provide the performance graph required in paragraph (e) of Item 201.

We have one class of securities, Common Voting Equity Shares ("Common Stock"). Our common stock is on the Over The Counter Bulletin Board under the symbol "CDVV.OB."At present, there are no volume of the Company' shares that have been traded on the OTCBB, therefore share price quotation is not available at the moment.

Issuer's Repurchase Of Equity Securities

None.

Holders

On December 10, 2008, the Company had 66 holders of record of our Common Stock.

Dividends

We have not declared or paid dividends on our Common Stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or pay dividends.

Stock Options

Currently, there are no stock options outstanding.

ITEM 6. SELECTED FINANCIAL DATA

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with CDVC's audited financial statements, including the notes thereto, appearing elsewhere in this Form 10-K.

CDVC was organized on March 26, 2007.

FOR THE YEAR ENDED SEPTEMBER 30, 2008 AND FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO SEPTEMBER 30, 2008

REVENUES

The Company has realized revenue of $11,951 for the year ended September 30, 2008. The Company incurred a cost of revenue of $6,279, achieving a gross profit of $5,672 for the year ended September 30, 2008. We hope to generate additional revenue when we receive more contracts.

For the period from March 26, 2007 (date of inception) to September 30, 2008, the Company realized revenue of $12,751, incurred a cost of revenue of $6,879 and achieved a gross profit of $5,872.

OPERATING EXPENSES

For the year ended September 30, 2008, our gross profit was $5,672 and our total operating expenses were $55,620, all of which were selling, general and administrative expenses. We also had $4 in interest expenses. Our net loss to our shareholders for the year ended September 30, 2008 was $49,952.

For the period from March 26, 2007 (date of inception) to September 30, 2008, the accumulated gross profit was $5,872, the total operating expenses was $94,619 which was all selling, general and administrative expenses and had $4 in interest expenses and resulting in an accumulated net loss to our shareholders of $88,751.

For the period from March 26, 2007 (inception) to September 30, 2008 we had generated $12,751 in revenue from our telecom services. The Company incurred a cost of revenue of $6,879 and earned a gross profit of $5,872. The Company also incurred operating expenses of $94,623 and resulting a loss of $88,751.

As of September 30, 2008, we had $8,517 in cash for a total assets of $8,517. In addition, the Company had an accrued payables of $33,060 and amount due to a director of $19,648 for a total liabilities of $52,708 at September 30, 2008.

During the year ended September 30, 2008 the Company filed a SB-2 Registration Statement with the United States Securities and Exchange Commission to register 3,500,000 shares of common stock for sale by the Company at $0.02 per share for gross proceeds of $70,000. In additional, the Company registered 380,000 shares of commons stock held by existing shareholders for resale at $0.02 per share. The Company will not receive any proceeds with respect to the resale of shares held by existing shareholders. This SB-2 registration statement became effective on December 28, 2007. On May 14, 2008, the Company closed an offering to sell 3,500,000 shares common stock at $0.02 per share under the Form SB-2 registration statement (no. 333-146727). Under the aforesaid registration statement, a total of 208,000 shares were sold by the Company at a price of $0.02 per share. The Company received a total proceeds of $4,160 from this Offering

We do not have sufficient resources to effectuate our business. We expect to incur a minimum of $20,000 in expenses during the next twelve months of operations. We estimate that this will be comprised of the following expenses: $3,000 in website development; $9,000 in other marketing expenses; and $8,000 will be needed for general overhead expenses such as for salaries, corporate legal and accounting fees, office overhead and general working capital.

Our auditors have indicated that we will have to raise the funds to pay for these expenses. We may have to borrow money from shareholders. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understanding with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for a marketing program will have a severe negative impact on our ability to remain a viable company.

Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Our plan of operations is to sell telecom services to businesses and individual consumers through our website at www.ngndial.com and the mobile device advertising business.

As of September 30, 2008 CDVC had $8,517 of cash on hand. Management believes this amount will not satisfy the cash requirements of CDVC for the next twelve months or until such a time additional proceeds are raised. CDVC plans to satisfy our future cash requirements by additional equity financing in the form of private placements of common stock. There can be no assurance that CDVC will be successful in raising additional equity financing, and thus, be able to satisfy our future cash requirements, which primarily consist of working capital directed towards the development of the telecom and mobile devices advertising business, as well as legal and accounting fees. CDVC depends upon capital to be derived from future financing activities such as offerings of our stock. Management believes that if subsequent private placements are successful, CDVC will be able to generate more revenues from online sales of telecom services and mobile devices advertising services, and achieve market adoption within the following twelve to fifteen months thereof. However, investors should be aware that this is based upon speculation and there can be no assurance that the Company will ever be able reach a level of profitability.

As of September 30, 2008, CDVC has generated sales resulting in a gross profit of approximately $5,872. All additional proceeds received by CDVC were a result of the sale of its common stock.

CDVC does not anticipate any significant research of any products. The Company does not expect the purchase or sale of plant or any significant equipment, and has no current material commitments.

CDVC is still considered to be a development stage company, with no significant revenue, and CDVC will be dependent upon the raising of additional capital through placement of our common stock in order to continue with the business plan. There can be no assurance that CDVC will be successful in raising the capital it requires through the sale of our common stock in order to continue as a going concern.

Ongoing development of the website. Management is continuing making improvements to the services on the website.

Conduct a pilot test in China for the mobile device advertising business. Depending on available resources, we plan to commercialize the operation, after the successful pilot test, in mid 2009.

The specific steps anticipated over the next twelve months involve continuing to develop the website by adding service offerings, payment gateways, reseller administrative online access to the website. The service offerings will consist of i) short number access dial codes where the customers will dial a short number usually 4-5 digits to access the platform to dial long distance, ii) dial back platform where higher costs calling countries i.e. China can make long distance calls using our internet website to initiate the calls with the intended number iii) broadband phone call services and iv) WIFI phone services. All the above telecom services will be sold, managed and administered through our website.

We will need to set up an online payment gateway to accept credit cards and debit cards, and gateways such as PAYPAL. The telecom platform will be rented through telecom equipment and infrastructure supplier. We may in future invest directly to own our telecom platform and infrastructure as our business develops.

On the mobile device advertising business, we expect to conduct a pilot site test in the in March 2009. After the successful test of the pilot test, we will then consider the commercial arrangements and roll out plans and we expect to offer commercial operation around June 2009.

As CDVC expands its business, it will likely incur losses. Management plans on funding these losses through revenues generated through its proposed businesses. If CDVC is unable to satisfy its capital requirements through its revenue production or if the Company is unable to raise additional capital through the sale of its common stock it may have to borrow funds in order to sustain its business. There can be no assurance or guarantee given that CDVC will be able to borrow funds because it is a new business and the future success of the Company is highly speculative.

Although management believes the above timeframes for the related business steps are conservative and can likely be accomplished by CDVC, potential investors should be aware that several unforeseen or unanticipated delays may impede CDVC from accomplishing the above-described steps such as:

If either of these events should occur CDVC would not be able to continue as a going concern and investors would lose all of their investment.

In the event additional funds are secured by CDVC there is no guarantee that the proposed marketing strategy will be effective in accomplishing the goals CDVC has set. This may force management to redirect its efforts and create the need for additional time, money, and resources, of which, CDVC may not be successful in providing.

At this time, management does not plan to commit any of their own funds towards the Company's development. If and when this changes, management will file the appropriate disclosures in a timely manner.

Off-Balance Sheet Arrangement

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this Item.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

Effective October 2, 2007, we appointed Albert Wong & Co., CPA. ("AWC"), which appointment was approved by our Board of Directors, to act as our independent auditors. During the Company's most recent fiscal yearend, the Company has not consulted AWC regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, nor did AWC provided advice to the Company, either written or oral, that was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue. Further, during the Company's most recent fiscal yearend, the Company has not consulted AWC on any matter that was the subject of a "disagreement" or a "reportable event" (each as defined in Item 304 of Regulation S-B).

The Company's Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company. As of the date of this Report, these two positions are held by HE Bing. The Company is seeking to find a qualified chief financial officer for the Company.

Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. The Company is evaluating its disclosure controls in light of compliance with SOX 404 in its next annual report, and if necessary, will make any changes needed to comply with SOX 404.

No matter how well conceived and operated, an internal control system can provide only a certain level of confidence in the ability of the internal controls to identify errors. In light of the inherent limitations in all internal control systems and procedures, and the limitations of the Company's resources, no evaluation of internal controls can provide absolute assurance that all defects or errors in the operation of the Company's internal control systems are immediately identified. The inherent limitations include the realities that subjective judgments in decision-making in this area can be faulty and that a breakdown in internal processes can occur because of simple, good faith error or mistake. No design can in all instances immediately accommodate changes in regulatory requirements or changes in the business and financial environment of a company. Such inherent limitations in a control system means that inadvertent misstatements due to error or fraud may occur and not be immediately or in a timely manner detected. Nonetheless, the Company recognizes its ongoing obligation to use its best efforts to design and apply internal controls and procedures that are as effective as possible in identifying errors or breakdowns in the internal controls system and procedures.

Changes in Internal Control over Financial Reporting.

There has been no change in our internal control over financial reporting during the year ended September 30, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

None.

The following table and subsequent discussion contains information concerning our directors and executive officers, their ages, term served and all of our officers and their positions, who will serve in the same capacity with CDVC.

Age

Term Served

Title

------

-------------

-------------------------

33

Since inception

President, Director, Treasurer and Chief Financial Officer

40

Since June 30, 2008

Director and Secretary

There are no other persons nominated or chosen to become directors or executive officers, nor do we have any employees other than above mentioned officer and director. The By-laws of CDVC require no less than one member on the board of directors and no more than ten.

CDVC is a development stage corporation, and is not a successor of any predecessor company or business.

Mr. Bing HE (or Bin HE): Mr. HE is the founder of China Digital Ventures Corporation and has acted as our President, Treasurer, Secretary and Director on March 27, 2007. He was appointed as Chief Financial Officer and Chief Executive Officer and Principal Accounting Officer on April 1, 2007. Bing HE has been working as the General Manager for a communication company in China for the past 5 years. During this time, he has been involved in all aspects of the operation including marketing, sales, technical and financial of the communication company. Mr. HE has a Bachelor of Engineering degree from Hubei TV and Radio University.

Mr. Ning HE: Ms. HE was appointed as Secretary and Director of the Company on June 30, 2008. Prior to the appointment, Ms. Ning He has been working in the areas of accounting and office administration for a telecommunication company in Guangzhou, China.

Currently CDVC has no employees other than the current officers and directors, Mr. Bing HE and Ms. Ning HE.

Our director holds office until the next annual meeting of shareholders and the election and qualification of their successors. The next such meeting is scheduled for March 2009. Directors receive no compensation for serving on the board of directors other than reimbursement of reasonable expenses incurred in attending meetings. Officers are appointed by the board of directors and serve at the discretion of the board.

We have not entered into any employment agreements with any of our directors and officers, and employment arrangements are all subject to the discretion of our board of directors.

No executive Officer or Director of CDVC has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.

Auditors; Code of Ethics; Financial Expert

Our principal independent accountant is Albert Wong & Co., CPA.

We do not currently have a Code of Ethics applicable to our principal executive, financial and accounting officers. We do not have a "financial expert"on the board or an audit committee or nominating committee.

Limitation of Liability and Indemnification

Our certificate of incorporation limits the personal liability of our board members for breaches by them of their fiduciary duties. Our bylaws also require us to indemnify our directors and officers to the fullest extent permitted by Nevada law. Nevada law provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except:

*

any breach of their duty of loyalty to us or our stockholders;

*

acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

*

unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions; and

*

any transaction from which the director derived an improper personal benefit.

Such limitation of liability may not apply to liabilities arising under the federal securities laws and does not affect the availability of equitable remedies such as injunctive relief or rescission. In addition and in accordance with Nevada law, our bylaws also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in this capacity, regardless of whether indemnification would be permitted under Nevada law. We currently do not maintain liability insurance for our directors and officers.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who beneficially own more than ten percent of our common stock, to file reports of ownership of common stock and other equity securities of our company with the Securities and Exchange Commission. Officers, directors and more than ten percent stockholders are required by Commission regulation to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on review of the copies of these reports furnished to us during 2008, all required Section 16(a) reports for our directors, officers and beneficial owners of ten percent of our outstanding stock were filed on a timely basis.

ITEM 11. EXECUTIVE COMPENSATION

CDVC has made no provisions for cash compensation or for non-cash compensation to our officers and directors. No salaries are being paid at the present time, and will not be paid unless, and until, there is available cash flow being generated from operations to pay salary. There have been no grants of options given to any of our executive officers since the inception of CDVC.

Summary Compensation Table

Annual Compensation

Long-Term Compensation

--------------------

----------------------------------------------------------------

Name and

Principal Position

Year

Salary ($)

Bonus ($)

Other Annual Compensation ($)

Restricted Stock Awards ($)

Securities Underlying Options (#)

LTIP Payouts ($)

All Other Compensation ($)

----------

-------

------

------

--------------

--------------------

-----------------

----------

------------

Bing HE (1)

2007

4,500

0

0

0

0

0

0

2008

4,500

0

0

0

0

0

0

Ning HE (2)

2008

0

0

0

0

0

0

0

Mr. Bing HE is the President, Director, Secretary, Treasurer, and Chief Executive Officer of CDVC.

Ms. Ning HE is a Director and Secretary of CDVC. Ms. Ning HE is a sister of Mr. Bing HE.

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of September 30, 2008.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

--------------------------------------------------------------------------------------------------------------------------------------------------

OPTION AWARDS

STOCK AWARDS

-------------------------------------------------------------------------------------

-------------------------------------------

Name

Number of
Securities
Underlying
Unexercised
Options
(#)Exercisable

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number
of
Shares
or Units
of
Stock That
Have
Not
Vested
(#)

Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)

---------------

-------------

---------------

-------------

----------

---------

-------

--------

---------

---------

Bing He

-

-

-

-

-

-

-

-

-

Ning He

-

-

-

-

-

-

-

-

-

Compensation of Directors

The table below summarizes all compensation of our directors as of September 30, 2008.

DIRECTOR COMPENSATION

--------------------------------------------------------------------------------------------------------------

Name

Fees Earned or
Paid in
Cash
($)

Stock Awards
($)

Option Awards
($)

Non-Equity
Incentive
Plan
Compensation
($)

Non-Qualified
Deferred
Compensation
Earnings
($)

All
Other
Compensation
($)

Total
($)

---------

--------

------

--------

--------

---------

---------

-------

Bing He

-

-

-

-

-

-

-

Ning He

-

-

-

-

-

-

-

Narrative Disclosure to the Director Compensation Table

As of September 30, 2008, no compensations have been paid out to our directors, however we may compensate our directors in the future with cash, stock, options, or some combination of the above.

Stock Option Plans

CDVC does not presently have a stock option plan. However, in the future, CDVC may develop an incentive based stock option plan for our officers and directors and may reserve up to ten percent of our outstanding shares of common stock for that purpose.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERS

The following table sets forth certain information with respect to the beneficial ownership of our Common Stock as it relates to our named Director and executive Officer, and each person known to CDVC to be the beneficial owner of more than five percent (5%) of said securities, and all of our directors and executive officers as a group:

Shares

Percent

Security

8,700,000

65.77%

Common

8,700,000

65.77%

Common

800,000

6.05%

Common

Mr. Bing HE and Ms. Ning HE's address is Room B209-1, Jinhui Business Center, No 537 Xinaggang Zhong Road, Haizhu District, Guangzhou, China. Ms. Ning HE is a sister of Mr. Bing HE.

The above referenced common shares were paid for and issued in March 2007, for consideration of $0.001 per share and total consideration of $8,700.

CHANGES IN CONTROL. Our management is not aware of any arrangements which may result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-B.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On March 27, 2007, 8,700,000 shares and 800,000 shares of common stock were issued to Mr. Bing HE, the Officer/Director, and Ms. Ning HE, respectively, at a price of $0.001 per share. Ms. Ning HE is a sister of Mr. Bing HE.

Currently, there are no contemplated transactions that CDVC may enter into with our officer, director or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the SEC on the proper form making such transaction available for the public to view.

CDVC has no formal written employment agreement or other contracts with our current officer, and there is no assurance that the services to be provided by him will be available for any specific length of time in the future. Mr. Bing HE anticipates initially devoting at a minimum of twelve to fifteen hours per month of their available time to CDVC's affairs. If and when the business operations increase and a more extensive time commitment is needed, Mr. Bing HE is prepared to devote more time to CDVC's affairs, in the event that becomes necessary. The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.

AUDIT FEES. The aggregate fees billed in each of the fiscal years ended September 30, 2008 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Form 10-K or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements as well as registration statement filings for those fiscal years were $2,000.

AUDIT-RELATED FEES. There aggregate fees billed for services reasonably related to the performance of the audit or review of the financial statements outside of those fees disclosed above under "Audit Fees" for fiscal years 2008 was $0.

TAX FEES. For the fiscal years ended September 30, 2008, our principal accountants did not render any services for tax compliance, tax advice, and tax planning work.

ALL OTHER FEES. None

PRE-APPROVAL POLICIES AND PROCEDURES. Prior to engaging its accountants to perform a particular service, our board of directors obtains an estimate for the service to be performed. All of the services described above were approved by the board of directors in accordance with its procedures.

ITEM 15. EXIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Index to Financial Statements and Financial Statement Schedules

Independent Auditor's Report

Condensed Balance Sheets as of September 30, 2008 and 2007

Condensed Statements of Operations for the year ended September 30, 2008 and from March 26, 2007 (Inception) to September 30, 2008

Condensed Statements of Stockholders' Equity / (Deficit) from March 26, 2007 (Inception) to September 30, 2008

Condensed Statements of Cash Flows for the year ended September 30, 2008 and from March 26, 2007 (Inception) to September 30, 2008

Notes to Condensed Financial Statements

(c) Exhibits.

* Incorporated by reference from Registrant's Form SB-2 filed with the SEC on October 16, 2007.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 34, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

China Digital Ventures Corporation

(A Development State Company)

Financial Statements

For the Year Ended September 30, 2008

Table of Contents

Page

F1-F2

F3

F4

F5

F6

F7 - F15

ALBERT WONG
B.Soc., Sc., ACA., LL.B.,
C.P.A.(Practising)

To the Stockholders and Board of Directors
China Digital Ventures Corporation

Independent Auditor's Report

We have audited the accompanying balance sheet of China Digital Ventures Corporation, a development stage company (the "Company") as of September 30, 2008 and the related statements of operations, stockholders' deficit and cash flows for the period from March 26, 2007 (date of inception) to September 30, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of China Digital Ventures Corporation as of September 30, 2008 and the results of its operations and its cash flows for the period from March 26, 2007 (date of inception) to September 30, 2008, in conformity with accounting principles generally accepted in the United States of America.

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has accumulated deficit of $88,751 including net losses of $88,751 for the period from March 26, 2007 (date of inception) to September 30, 2008. These factors as discussed in Note 2 to the financial statements, raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Albert Wong & Co.

Certified Public Accountants

Note

September 30,
2008

September 30,
2007

ASSETS

(Audited)

(Audited)

Current assets:

Cash and cash equivalents

$

8,517

$

5,001

-----------------

----------------

$

8,517

$

5,001

==========

=========

LIABILITIES AND STOCKHOLDERS' (DEFICIT)/EQUITY

Current liabilities:

Deposits and other payables

$

-

$

1,800

Accrued expenses

33,060

2,000

Amount due to a director

19,648

-

-----------------

-----------------

$

52,708

$

3,800

-----------------

-----------------

Stockholders' (deficit) / equity:

Common stock, $0.001 par value, 75,000,000 shares
authorized 13,228,000 (2007: 13,000,000) shares issued

and outstanding

4

$

13,208

$

13,000

Additional paid up capital

4

31,352

27,000

Deficit accumulated during the development stage

(88,751)

(38,799)

-----------------

-----------------

$

(44,191)

$

1,201

-----------------

-----------------

$

8,517

$

5,001

==========

==========

CHINA DIGITAL VENTURES CORPORATION

For the Period

For the Year

from March 26,

Ended

2007 (Inception)

September 30,

to September 30,

2008

2008

------------------

------------------

$

11,951

$

12,751

6,279

6,879

------------------

------------------

5,672

5.872

55,620

94,619

------------------

------------------

(49,948)

(88,747)

4

4

-------------------

------------------

$

(49,952)

$

(88,751)

===========

===========

13,128,251

12,904,224

===========

===========

$

(0.00)

$

(0.00)

===========

===========

CHINA DIGITAL VENTURES CORPORATION

Deficit

accumulated

Common stock

Additional

during the

Total

-----------------------------

paid-in

development

stockholders'

Shares

Amount

capital

Stage

equity/(deficit)

----------

-----------

-----------

------------

-------------

-

$

-

$

-

$

-

$

-

10,000,000

10,000

-

-

10,000

3,000,000

3,000

27,000

-

30,000

-

-

-

(38,799)

(38,799)

---------------

---------------

---------------

---------------

--------------

13,000,000

$

13,000

$

27,000

$

(38,799)

$

1,201

208,000

208

3,952

-

4,160

20,000

-

400

-

400

-

-

-

(49,952)

(49,952)

---------------

----------------

----------------

----------------

---------------

13,228,000

$

13,208

$

31,352

$

(88,751)

$

(44,191)

===========

===========

===========

===========

===========

For the Period

For the Year

from March 26, 2007

Ended

(Inception) to

September30, 2008

September 30, 2008

-----------------------

------------------------

$

(49,952)

$

(88,751)

400

400

31,060

33,060

(1,800)

-

19,648

19,648

-------------------

-------------------

(644)

(35,643)

-------------------

-------------------

-

-

-------------------

-------------------

4,160

44,160

-------------------

-------------------

4,160

44,160

-------------------

-------------------

3,516

8,517

5,001

-

-------------------

-------------------

$

8,517

$

8,517

============

============

$

-

$

-

============

============

$

-

$

-

============

============

CHINA DIGITAL VENTURES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED SEPTEMBER 30, 2008 AND FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO SEPTEMBER 30, 2008
(Stated in US Dollars)

NOTE 1

ORGANIZATION

China Digital Ventures Corporation (the "Company") is a Nevada corporation, incorporated on March 26, 2007. The Company is currently a development stage enterprise, as defined by Statement of Financial Accounting Standard ("SFAS") NO. 7 "Accounting and Reporting for Enterprises in the Development Stage". The Company's office is located in Shenzhen, China and its principal business is to provide web-based telecom services, focusing on Greater China.

As of September 30, 2008, the Company has commenced its operations in the web-based telecom business and has recorded modest revenue. The Company has an operational office in China and a correspondence address in Hong Kong.

NOTE 2

UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN

The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not generated significant revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations.

As of September 30, 2008, the Company has generated modest revenue and has incurred an accumulated deficit since inception totaling $88,751 at September 30, 2008 and its current liabilities exceed its current assets by $44,191. These financial statements do not include any adjustments relating to the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors noted above raise substantial doubts regarding the Company's ability to continue as a going concern.

CHINA DIGITAL VENTURES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YER ENDED SEPTEMBER 30, 2008 AND FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO SEPTEMBER 30, 2008
(Stated in US Dollars)

NOTE 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principals generally accepted in the United States, and are expressed in U.S. dollars. The Company's fiscal year end is September 30.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128. "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per Share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Fair Value of Financial Instruments

Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. Unless otherwise indicated, the fair values of all reported assets and liabilities, which represent financial instruments, none of which are held for trading purposes, approximate are carrying values of such amounts.

Cash and Cash Equivalents

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents.

CHINA DIGITAL VENTURES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED SEPTEMBER 30, 2008 AND FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO SEPTEMBER 30, 2008
(Stated in US Dollars)

NOTE 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

Website Development Costs

The Company recognizes the costs associated with developing a website in accordance with the American Institute of Certified Public Accountants ("AICPA") Statement of Position ("SOP") NO. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use". Relating to website development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) NO.00-2, "Accounting for Website Development Costs".

Costs associated with the website consist primarily of website development costs paid to third party. These capitalized costs will be amortized based on their estimated useful life over three years upon the website becoming operational. Internal costs related to the development of website content will be charged to operations as incurred.

Income Tax

The Company accounts for income taxes under SFAS 109, "Accounting for Income Taxes." under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

Foreign Currency Translation

The Company's functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS no. 52 "Foreign Currency Translation" using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Hong Kong dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

CHINA DIGITAL VENTURES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED SEPTEMBER 30, 2008 AND FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO SEPTEMBER 30, 2008
(Stated in US Dollars)

NOTE 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

Stock-based compensation

SFAS No. 123 prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights. SFAS No. 123 requires compensation expense to be recorded (i) using the new fair value method or (ii) using the existing accounting rules prescribed by Accounting Principles Board Opinion No. 25, "Accounting for stock issued to employees"(APB 25) and related interpretations with proforma disclosure of what net income and earnings per share would have been had the Company adopted the new fair value method. The Company has chosen to account for stock-based compensation using Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and has adopted the disclosure only provisions of SFAS 123. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee is required to pay for the stock. The Company has not issued any stock or share based payments since its inception.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services". Valuation of shares for services is based on the estimated fair market value of the services performed.

Issuance of shares for service

The Company accounts for the issuance of equity instruments to acquire goods and services based on the fair value of the goods and services or the fair value of the equity instrument at the time of issuance, whichever is more reliably measurable.

CHINA DIGITAL VENTURES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED SEPTEMBER 30, 2008 AND FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO SEPTEMBER 30, 2008
(Stated in US Dollars)

NOTE 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

Revenue Recognition

The Company recognizes its revenue in accordance with the Securities and Exchange Commissions ("SEC") Staff Accounting Bulletin No. 104, "Revenue Recognition in Financial Statements"("SAB 104"). Revenue is recognized upon shipment, provided that evidence of an arrangement exists, title and risk of loss have passed to the customer, fees are fixed or determinable and collection of the related receivable is reasonably assured. Revenue is recorded net of estimated product returns, which is based upon the Company's return policy, sales agreements, management estimates of potential future product returns related to current period revenue, current economic trends, changes in customer composition and historical experience.

CHINA DIGITAL VENTURES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED SEPTEMBER 30, 2008 AND FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO SEPTEMBER 30, 2008
(Stated in US Dollars)

NOTE 3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)

Recent Pronouncements

In February 2007, FASB issued Statement of Financial Accounting Standards No. ("SFAS") 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115" ("SFAS 159"). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value option may be elected on an instrument-by-instrument basis, with a few exceptions. SFAS 159 also establishes presentation and disclosure requirements to facilitate comparisons between entities that choose different measurement attributes for similar assets and liabilities. The requirements of SFAS 159 are effective for our fiscal year beginning on January 1, 2008. The Company does not anticipate that the adoption of this standard will have a material impact on these consolidated financial statements.

In December 2007, the SEC issued Staff Accounting Bulletin No. 110 ("SAB 110"). SAB 110 permits companies to continue to use the simplified method, under certain circumstances, in estimating the expected term of "plain vanilla" options beyond December 31, 2007. SAB 110 updates guidance provided in SAB 107 that previously stated that the Staff would not expect a company to use the simplified method for share option grants after December 31, 2007. Adoption of SAB 110 is not expected to have a material impact on the Company ' s consolidated financial statements.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51". SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS 160 on its consolidated financial statements but does not expect it to have a material effect.

In December 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 141(R), "Business Combinations ". SFAS 141(R) establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, an any noncontrolling interest in the acquiree, recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase, and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. As such, the Company is required to adopt these provisions at the beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating the impact of SFAS 141(R) on its consolidated financial statements but does not expect it to have a material effect.

In March 2008, The Financial Accounting Standards Board ("FASB") issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The adoption of SFAS No. 161 is not expected to have a material effect on our consolidated financial position, results of operation or cash flows.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. SFAS 162 directs the GAAP hierarchy to the entity, not the independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS 162 is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to remove the GAAP hierarchy from the auditing standards. SFAS 162 is not expected to have a material impact on the Company's financial statements.

CHINA DIGITAL VENTURES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED SEPTEMBER 30, 2008 AND FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO SEPTEMBER 30, 2008
(Stated in US Dollars)

NOTE 4

COMMON STOCK

On March 27, 2007, the Company issued 10,000,000 shares of the Company at $0.001 per share for cash proceeds of $10,000, of which 8,700,000 shares were issued to the President of the Company for $8,700.

In between April 20, 2007 to April 30, 2007, the Company issued 3,000,000 shares of the Company at $0.01 per share for cash proceeds of $30,000.

The Company filed a SB-2 Registration Statement with the United States Securities and Exchange Commission to register 3,500,000 shares of common stock for sale by the Company at $0.02 per share for gross proceeds of $70,000. In additional, the Company registered 380,000 shares of commons stock held by existing shareholders for resale at $0.02 per share. The Company will not receive any proceeds with respect to the resale of shares held by existing shareholders. This SB-2 registration statement became effective on December 28, 2007. In between February to March, 2008, the Company sold 208,000 common stock of the Company at $0.02 per share for $4,160. On May 14, 2008, the Company closed the offering under this Form SB-2 registration statement (no. 333-146727).

On July 7, 2008, the Company issued 20,000 shares of the Company to a consultant for services at $0.02 per share for $400.

NOTE 5

RELATED PARTY TRANSACTIONS

For the year ended September 30, 2008, and for the period from March 26, 2007 (date of inception) to September 30, 2008, the President received $6,000 and $9,000, respectively, for his services as consultant to the Company.

During the period from March 26, 2007 (date of inception) to March 31, 2008 the Director subscribed for 8,700,000 shares in the Company at $0.001 per share for a total amount of $8,700.

As of September 30, 2008 and September 30, 2007, the amount due to a director was $19,648 and nil, respectively. The amount due to a director is unsecured, non-interest bearing and payable on demand.

CHINA DIGITAL VENTURES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED SEPTEMBER 30, 2008 AND FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO SEPTEMBER 30, 2008
(Stated in US Dollars)

NOTE 6

INCOME TAXES

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has net operating losses of $88,751, which commence expiring in 2025. Pursuant to SFAS No. 109, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

The Company is subject to United States income taxes at an approximately rate of 35%. The reconciliation of the provision (recovery) for income taxes at the United States federal statutory rate compared to the Company's income tax expense is as follows.

September 30

2008

$

88,751

35%

-------------

31,063

(31,063)

-------------

-

========

$

31,063

(31,063)

-------------

-

========

CHINA DIGITAL VENTURES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED SEPTEMBER 30, 2008 AND FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO SEPTEMBER 30, 2008
(Stated in US Dollars)

NOTE 7

SUBSEQUENT EVENTS

On December 5, 2008, the Company entered into a 50/50 equal share joint venture agreement ("JV Agreement") with Verte Group Limited ("Verte") to set up a joint venture company named Superfone Asia Holdings Limited ("SAH"), engage in the business of advertising on the mobile phone and device platform in China. Under the joint venture agreement, the Company shall be responsible to sign a Memorandum of Understanding ("MOU") to conduct a pilot test of the advertising platform with an authorized mobile telecom operator in China by March 18, 2009 or any later dates as the parties may agree; and if the MOU is not signed by this date, then the JV Agreement shall terminate. The Company shall contribute $20,000 for the working capital and Verte shall contribute the equipment to SAH for the pilot test. After the successful pilot test, the Company and Verte shall determine the capital requirements for the commercial operations.

Exhibit 31

Rule 13a-14(a)/15d-14(a)

Certification of Chief Executive Officer and Chief Financial Officer of the Company

I, HE Bing, certify that:

1. I have reviewed this annual report on Form 10-K of China Digital Ventures Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting.

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

In connection with the Annual Report of China Digital Ventures Corporation a Nevada corporation (the "Company") on Form 10-K for the year ending September 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), HE Bing, Chief Executive Officer and Chief Financial Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to China Digital Ventures Corporation, and will be retained by China Digital Ventures Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ HE Bing

--------------------------

HE Bing

Chief Executive Officer and Chief Financial Officer

December 24, 2008