Alternative Investment Corp - Annual Report: 2009 (Form 10-K)

Nevada

98-0568076

(State or other

(I.R.S. Employer

jurisdiction of

Identification No.)

incorporation or organization)

Unit 603, 6/F., Malaysia Building, 50 Gloucester Road,
Wanchai, Hong Kong

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(Address of 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 Rule405 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):

[ ] 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 30, 2009, the number of shares held by non-affiliates of the registrant was 3,228,000 shares of common stock. During the period under review, there were no volume of the Company' shares that had been traded on the OTCBB, therefore share price quotation is not available. Subsequently, the company had two trades in the last quarter of 2009 where the high trade price was $1.01 and the low trade price was $0.10.

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 30, 2009, there were 15,228,000 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

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

PARTII

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

CDVC was incorporated in the United States on March 26, 2007 and has commenced revenue-generating operations. The Company was initially formed with a focus on the telecommunications sector providing web-based telecom services in China. CDVC's focus today is on the convergence of technology, media and telecommunications ("TMT") sectors with a heavy focus on Television Media in China.

The Company's mission is to acquire, own and manage a portfolio of "technology", "media" and "telecommunication" assets throughout Asia with a focus on assets with stable earnings and cash flows, strong market positions, high barriers to entry and the potential for further earnings growth.

The Company has 2 main subsidiary companies being:

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China Integrated Media Corporation Limited ("CIMC" ) - Responsible for the management of the groups "Television" and "Brand Distribution" assets / operations; and;

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Lead Concept Limited ("LCL") - Responsible for the management of the groups "Telecommunication" assets / operations.

In May 2009, CDVC entered a sale and purchase agreement to acquire approximately the then 79.1% interests in CIMC, a public company in Australia.

Currently CDVC is developing and expanding its operations and at the same time, also seeking synergistic projects to enhance the operations of the Company and shareholder returns. The Company's mailing address in Hong Kong is Unit 603, 6/F., Malaysia Building, 50 Gloucester Road, Wanchai, Hong Kong. The telephone number of our principal executive office in the USA is 1 360 215 1755.

CIMC was incorporated in August 2008 as a public company in South Australia and has offices in Australia, China and Hong Kong. Whilst CIMC focuses on activities throughout the Asian region, its main focus is that of the emerging China market with a focus in "Television" and "Brand Management" .

Television

CIMC through a subsidiary company has obtained the rights to manage the operation and content provisioning for the "Education", "Sports" and "Home Shopping" on Pay TV Channels from the China Radio International ("CRI") IPTV Nationwide license. Broadcasting for the "Educational" channel commenced in September 2009with 16 hours each day. The "Sports" and "Home Shopping" Channels are expected to commence broadcasting in 2010.

Brand Management

CIMC through a subsidiary company has entered into an agreement with a major brand name representative for the sale and distribution of branded multi-media products originated from Australia and New Zealand.

LCL was established to manage the group's "Telecommunication" assets and operations. LCL currently operates its own platform in Hong Kong offering web-based telecom services in Greater China.

The world ' s largest mobile telecommunications market China has more mobile subscribers than the entire United States population; 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 into a stable growing adjustment period as its growth rate slowed down during the first half of 2008. 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 basically 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 make a decent profit by selling telecom services via its website (www.ngndial.com). Through the use of our proposed website at a targeted approach, CDVC feels that an opportunity exists to capture 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 our proposed business within the e-commerce marketplace in the coming future.

Given the recent economic turmoil worldwide, consumers and businesses are seeking low cost or reducing costs in their business and daily lives. This environment will attract those potential customers look into our web based services. Although we are optimistic, we will move cautiously with our business plans in view of the economic environment today.

CDVC is an emerging provider of advanced communications services utilizing the Voice 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 been beginning 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 prepare the development of the payment gateway so as to be a fully capable 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 we have the necessary resources. Management believes that when the website is fully operational, platform owners or telecom carriers will be willing to provide credit facility to CDVC; however, there can be no assurance or guarantee that this will be the case.

The Company anticipates materializing a direct marketing and sales strategy on the development of a network of resellers and independent sales representatives. Some other strategies include but are not limited to:

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Distinctive Telecom Service offerings;

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Tiered costing models based on volume and purchase frequency; and

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Prizes, additional compensation and other incentive programs for top resellers' sales people.

The Company also anticipates listing its website with search engines (target lists) in order to promote 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.

During the year under review, the Company is a reseller of VOIP numbers and services to its customers in China and Hong Kong. Owing to business and regulatory review, the Company has temporary suspended the selling of VOIP numbers but focused on selling China national access number "400" in the upcoming quarter.

In April 2009, through a "now" subsidiary of the Company, entered into an agreement with Sichuan Jin Peng Jiu Ding Media Limited ("JPJD") for the right to operate the content provisioning and advertising for the 3 television channels (Education, Home Shopping and Sports) and for the video on demand services on the existing JPJD IPTV Platform in Sichuan Province, China. JPJD has the exclusive rights to operate the IPTV operation in Sichuan province under the China Radio International IPTV license.

In June 2009, through a "now" subsidiary of the Company, entered into an agreement with Hunan Education Television Station ("HETV") to provide content and content production for the "Education" IPTV channel and also for the use of HETV's production, editing and studio facilities to produce our own content. HETV is one of China's leading education television stations in China with a library database of over 20,000 hours of programs where we are able to broadcast some of these content through its IPTV Education Channel.

In July 2009, the Company acquired new business of television content provisioning in China and brand distribution business in Australia. This business is focused on the Chinese television market with offices located in Hong Kong and China and has 3 areas of focus being "TV Channels/Operations", "Advertising" and "Content Provision".

The Company focuses its Television interest in the following areas:

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"TV Channels " - responsible for managing the group's current TV operations and to pursue new opportunities in the areas of Internet Protocol Television, Satellite TV, Video on Demand and Mobile TV;

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"Advertising " - responsible for pursuing TV Advertising to service our own TV channels / operations and the buying and selling of airtime for other TV channels; and

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"Content Provisioning - responsible for production of our own content that will be made available to service our own TV channels / operations, sales of our production content to other TV channels / operations in China and abroad and partner with existing content houses to service our own TV channels / operations.

In July 2009, a now subsidiary of the Company entered into an agreement with a major brand name for the exclusive sale and distribution of branded multi-media products within Australia and New Zealand for a period of two years provided that it meets certain quarterly purchase commitments. This Agreement lapsed and the parties are now in discussion to have our subsidiary to become an authorized distributor in Australia and New Zealand.

The brand position is an innovative creator and developer of digital media services and software. The essence of the company is based on three pillars; the first and most important of these is the digital content offering, the second is the distribution and delivery of this content to any multimedia device, and the third is the production of particular hardware devices for accessing content.

As CDVC is develop-ing its business, it will likely incur losses. Management plans on funding these losses by revenues generated through its proposed website. If CDVC is unable to satisfy its capital requirements through its revenue 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.

CDVC has 3 full time employees other than its directors and officers. Presently, Mr. Con Unerkov, Mr. Bing HE and Ms. Ning HE are the officers and directors of the Company, each plan to devote approximately a minimum of 12 -15 hours per month, on the business.

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.

The reader should carefully consider these risk factors in addition to those set forth in the Company's financial statements or the notes thereto. Additional risks about which the Company is not yet be aware of or that the Company currently believes to be immaterial risk may adversely affect the Company's business operations. If any of the following occur, the Company's business condition or operating results may be adversely affected. In that case, the price of the Company's common stock may decline.

Our auditor's report on our 2009 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing concern. Because our officers and directors may be unable or unwilling to loan or advance any additional capital to CDVC, the Company will not have the funds necessary to continue its operations. See "September 30, 2009 Audited Financial Statements."

CDVC is a development stage company that was established in March 2007. Although CDVC has begun the sales of telecom services by direct sales 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 faces multiple risks associated with the development of other new and advance business in the brand management business and content provisioning business. The Company is a development stage business with limited service offerings and has limited assets totaling $212,666 as of September 30, 2009. 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 expects significant fluctuations in future results of operation due to various factors, many of which are outside of our control, including, but not limited to:

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Demand for and market acceptance of web based telecommunications products, brand management and content provisioning business;

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CDVC's ability to expand its market share;

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Competitive factors that affect CDVC's pricing structure;

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

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

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Conditions specific to the telecom and media industry;

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

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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:

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

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Effectively market the telecom, advertising and media services;

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

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Hire and retain qualified personnel and effectively respond to competition.

If CDVC were 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:

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Effectively market CDVC's proposed website and provide competitive pricing of telecom service that it anticipates selling;

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Provide high quality customer support and be able to attract and retain customers; and

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Have the financial ability to withstand downturns in the general economic conditions or conditions that would slow sales of telecom services.

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 to 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 of 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 media 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 be in the 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 may not be a good indicator 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 LOSS

CDVC plans to increase operating expenses in order to bring in and support on 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, 2009 the Company had $36,227 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. The shortfall of capital, whether unable to raise funds or generate revenue, would adversely affect 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:

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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;

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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;

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CDVC will likely need to obtain and maintain certain technical, trademark, and patent advantages over its competitors. Maintaining such advantages will require a continued high level of investment by the CDVC in marketing, sales, and customer support;

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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

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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 Mr. Con Unerkov, its President and Director and Mr. Bing He, its Director and CFO. CDVC does not have an employment agreement with its officers or directors, and as a result there is no assurance that Con Unerkov 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 director of the Company.

CDVC CURRENTLY HAS THREE DIRECTORS, CON UNERKOV, 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, Wireless One International Limited owns about 70.26% 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.

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.

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.

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.

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.

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.

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.

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 Unit 603, 6/F., Malaysia Building, 50 Gloucester Road, Wanchai, Hong Kong. The Company use this correspondence address rent free and is subject to change with a 7 days notice.

CDVC subsidiary has an office located at Level 1, 213 Greenhill Road, Eastwood SA 5063 Australia. The Company uses this correspondence address at a rate of AUD$38.5 per month and is subject to change with a 7 days notice.

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

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." During the period under review, there were no volume of the Company' shares that had been traded on the OTCBB, therefore share price quotation is not available. Subsequently, the company had two trades in the last quarter of 2009 where the high trade price was $1.01 and the low trade price was $0.10.

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.

The following discussion of the Company's operations and financial condition should be read in conjunction with the Financial Statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

Special Note: Certain statements set forth below constitute forward-looking statements made pursuant to the safe harbour provisions of the Private Securities Litigation Reform Act of 1995. See Item 1A - "Risk Factors - Forward Looking Information."

CDVC was organized on March 26, 2007. The Company is in the web based telecom services business in China. The Company's mission is to acquire, own and manage a portfolio of "technology" , "media" and "telecommunication" assets in China. During the period under review all the revenue was derived from the telecom business sector.

During the year under review, in July 2009, the Company acquired a subsidiary company incorporated in Australia named China Integrated Media Corporation Limited, which is an Australian public company in the business of provisioning of television contents, advertising related services and brand management. CIMC is an early stage company and it is expected that CIMC will contribute revenues to CDV in the coming fiscal year. CIMC is also planning certain corporate exercise in Australia to enable it to raise funds in Australia for its business operations. We shall keep the shareholders informed of any developments in this area.

CDVC is continuing to seek acquisition targets that are synergistic to our business operations. Our main focus is in China but we will consider other acquisitions if it will help in the development of our business.

The Company has realized revenue of $18,034 for the year ended September 30, 2009. The Company incurred a cost of revenue of $8,532, achieving a gross profit of $9,502 for the year ended September 30, 2009. All this revenue was derived from the telecom business.

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. All this revenue was derived from the telecom business.

For the year ended September 30, 2009, our gross profit was $9,502 and our total operating expenses were $82,943, all of which were selling, general and administrative expenses. We also had $847 in interest expenses, $152 in interest income, $903 in other income and loss attributable to minority interest of $9,975. Our net loss to our shareholders for the year ended September 30, 2009 was $63,258. Our administration costs of $82,943 was mainly resulted from $14,653 in production costs, $13,231 in consultancy fees, $12,723 in platform rental, $11,318 in salaries, $8,122 in travel expenses and $22,896 in other 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, 2009, the accumulated gross profit was $15,374, the total operating expenses was $177,562 which was all selling, general and administrative expenses and had $851 in interest expenses, $152 in interest income, $903 in other income and loss attributable to minority interest of $9,975 and resulting in an accumulated net loss to our shareholders of $152,009.

In general, we will contain our costs until we see visibility in funding.

We do not have sufficient resources to effectuate our full business plan. As of September 30, 2009, we had $36,227 in cash. We expect to incur a minimum of $360,000 in expenses during the next twelve months of operations. We estimate that this will be comprised of the following expenses: $5,000 in website development and $30,000 in other marketing expenses, $250,000 for the newly acquired television content provisioning business in China and $50,000 for the brand distribution business. Additionally, $25,000 will be needed for general overhead expenses such as salaries, legal and accounting fees, office overheads and general expenses.

We may have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings 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 our operations will have a severe negative impact on our ability to remain a viable company.

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

As of September 30, 2009 CDVC had $36,227 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 of it.

As of September 30, 2009, CDVC has generated sales resulting in a gross profit of approximately $9,502. 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.

Management anticipates the following steps and related expenses within the next twelve months:

1)

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

2)

Focus on the brand management business in Australia.

3)

Continue the development of the contents for the IPTV platform in China.

4)

Start the Home Shopping Channel and Sport Channel on the IPTV Platform

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, any 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

CDVC will set up business operations in Australia through its subsidiary. It will commence the development of the brand management business. We expect this business unit will earn revenue in the coming fiscal year. At the same time, we will seek synergistic acquisition targets to strengthen our business operations.

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:

*

Problems may arise during the development of the Internet website with the programming and testing that management cannot overcome, creating a time delay and additional costs; and

*

CDVC may find that potential financiers are unreceptive to its business plan and provide no options to raise the additional capital required to funds its marketing campaign.

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.

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 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).

Under the supervision and with the participation of our management, including our Chief Executive Officer, Mr. Con Unerkov, and our Chief Financial Officer, Mr. Bing He, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act as of a date (the "Evaluation Date") within ninety (90) days prior to the filing of our September 30, 2009 Form 10-K

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the registrant's annual or interim financial statements will not be prevented or detected on a timely basis.

Management has identified specific remedial actions to address the material weaknesses described above:

*

Improve the effectiveness of the accounting group by continuing to augment our existing resources with additional consultants or employees to improve segregation procedures and to assist in the analysis and recording of complex accounting transactions and preparation of tax disclosures. We plan to mitigate the segregation of duties issues by hiring additional personnel in the accounting department once we have achieved positive cash flow from operations, and/or have raised significant additional working capital.

*

Improve segregation procedures by strengthening cross approval of various functions including cash disbursements and quarterly internal audit procedures where appropriate.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

There were no significant changes made in our internal controls over financial reporting during the year ended September 30, 2009 that have materially affected or are reasonably likely to materially affect these controls. Thus, no corrective actions with regard to significant deficiencies or material weaknesses were necessary.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management's report in this annual report.

Mr. Con UNERKOV: Mr. Unerkov was appointed as Director, President, and Chief Executive Officer on May 26, 2009. Prior to his appointment, Mr. Unerkov held senior management and consulting roles in a wide range of industries from Telecommunications, Banking and Finance, Transport and Government, and most recently was the Chairman and CEO of various telecommunication companies in Asia. Mr. Unerkov is also chairman and director of China Media Group Corporation (symbol: chmd.ob), a Texas incorporated company that engages in media and advertising businesses in China. Mr. Unerkov is a graduate of the University of South Australia.

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. On May 26, 2009, Mr. HE stepped down as President and Chief Executive Officer, and was replaced by Mr. Con Unerkov. Mr. Bing HE has been working as the General Manager for a telecommunication company, namely GuangZhou Yuying Communication Equipment Co., Ltd. ("Yuying"), in China for the past 5 years. Yuying is engaged in the business of supplying telecom and related equipment to businesses and homes in the Guangdong province in China. During this time, he has been involved in all aspects of the operation including marketing, sales, technical and financial of the telecommunication 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. For the past 5 years, Ms. Ning He has been the Accounts Supervisor, who is responsible in the areas of accounting and office administration for GuangZhou Yuying Communication Equipment Co., Ltd., a company engaged in the business of supplying telecom and related equipment to businesses and homes in the Guangdong province in China.

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.

We do not currently have a Code of Ethics because we have limited business operations and only three officers/directors on the Board. We believe a code of ethics would have limited utility at this stage. We intend to adopt such code of ethics that would cover our business as soon as possible. We have already started studying the ethics that will improve our operation and enhance our reporting quality, and we expect to finish this study by mid 2010.

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.

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 2009, 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.

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

* Wireless One International Limited ("Wireless One") is a company incorporated in British Virgin Islands having its correspondence address at Room B209-1, Jinhui Business Center, No 537 Xinaggang Zhong Road, Haizhu District, Guangzhou, China. Messrs. Bing HE and Con Unerkov owns 51% and beneficially owns 49%, respectively, in Wireless One.

Mr. Con Unerkov, 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 the sister of Mr. Bing HE.

Mr. Bing He, the CFO and Director of the Company, owns 51% in Wireless One and as a result beneficially owns 5,457,000 shares in the Company.

Intek Solution Pty. Limited ( "Intek"), an Australian company with its correspondence address at P.O. Box 1171, North Adelaide, SA 5006, Australia. Intek beneficially owns 49% of Wireless One resulting in Intek beneficially owning 5,243,000 shares in the Company.

Mr. Con Unerkov, the President and Director of the Company, owns 100% in Intek and as a result beneficially owns 5,243,000 shares in the Company.

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.

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, 2009 and 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. The 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 2009 and 2008 was $1,500.

TAX FEES. For the fiscal years ended September 30, 2009 and 2008, our principal accountants did not render any services for tax compliance, tax advice, and tax planning work.

ALL OTHER FEES. None.

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.

Page

Independent Auditor' s Report

F1

Consolidated Balance Sheets as of September 30, 2009 and 2008

F2

Consolidated Statements of Operations for the year ended September 30, 2009 and 2008 and from March 26, 2007 (Inception) to September 30, 2009

F3

Consolidated Statements of Stockholders' Equity from March 26, 2007 (Inception) to September 30, 2009

F4

Consolidated Statements of Cash Flows for the year ended September 30, 2009 and 2008 and from March 26, 2007 (Inception) to September 30, 2009

F5

F6 - F18

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 Accounting Standards Codification ASC 915 "Development Stage Entity" formerly Statement of Financial Accounting Standard ("SFAS") NO. 7 "Accounting and Reporting for Enterprises in the Development Stage". The Company ' s office is located in Guangzhou, China and Adelaide, South Australia, and its principal business is to provide web-based telecom services, focusing on Greater China. The Company intends to focus on the telecom, media, and technology sector.

The Company has recorded revenue from its web-based telecom business during the fiscal year under review and has recorded modest revenue. The Company has an operational office in China and Australia, and a correspondence address in Hong Kong.

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.

Since March 26, 2007 (inception) to September 30, 2009, the Company has generated revenue of $30,785 and has incurred an accumulated deficit of $152,009. As at September 30, 2009 its current liabilities exceed its current assets by $96,322. 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.

The consolidated financial statements for the year ended September 30, 2009 include the financial statements of the Company and its wholly owned subsidiaries Lead Concept Limited and the other subsidiaries listed below which were acquired on July 6, 2009. The results of subsidiary acquired or sold during the period are consolidated from their effective dates of acquisition or through their effective dates of disposition, respectively.

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.

Property & equipment

Property & equipment is stated at costs. Depreciation are computed using the straight-line method over the estimated economic useful lives of the related assets as follows:

Computers

5 years

Furniture, fixture and equipment

5 years

Inventories are stated at the lower of cost or market, cost being determined on the first-in, first-out method. Inventories are written down if the estimated net realizable value is less than the recorded value.

The Company recognizes the costs associated with developing a website in accordance with ASC 350-50 "Website Development Cost" that codified 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." The website development cost are divided into three stage, planning, development and production. The development stage can further be classified as application and infrastructure development, graphics development and content development, In short, website development cost for internal use should be capitalized except content input and data conversion in content development stage.

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.

The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes." under the asset and liability method of ASC 740, 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 ASC 740, 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.

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.

ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based compensation plans payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which codified 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". Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.