Alternative Investment Corp - Quarter Report: 2010 March (Form 10-Q)

(Mark One)

For the transition period from [   ] to [   ]

Nevada

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

(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)

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

n/a

(Address of Principal Executive Offices)

(Zip Code)

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.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (S 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

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 " small reporting company " in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

The number of common equity shares outstanding as of April 30, 2010 was 15,228,000 shares of Common Stock, $0.001 par value.

Page

2

3

4

5

7-19

20-24

25

25

26

26

26

26

26

26

26

27

Note

March 31,
2010

September 30,
2009

(Unaudited)

(Audited)

US$

US$

ASSETS

Current assets:

  Cash and cash equivalents

17,932

36,227

859

154

1,487

2,884

-

14,049

5

18,582

7,104

6

124,807

124,801

2,157

1,585

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

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

165,824

186,804

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

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

7

12,081

11,960

13,902

13,902

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

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

25,983

25,862

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

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

191,087

212,666

===========

===========

Current liabilities:

Other payables

8

226,425

179,727

Loan payable

38,339

36,814

Amount due to held for sale subsidiary

18,138

-

Accrued expenses

31,396

40,087

Amounts due to directors

5

31,480

26,498

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

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

345,778

283,126

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

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

Minority interest

(16,546)

(2,091)

Stockholders' equity:

4

15,228

15,228

Additional paid up capital

4

69,332

69,332

(220,913)

(152,009)

(1,072)

(920)

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

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

Total stockholders' deficit

(137,425)

(68,369)

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

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

Total liabilities and stockholders' equity

191,807

212,666

===========

===========

CHINA DIGITAL VENTURES CORPORATION

For the Period

For the Three

For the Three

For the Six

For the Six

from March 26,

Months Ended

Months Ended

Months Ended

Months Ended

2007 (Inception)

March 31,

March 31,

March 31,

March 31,

to March 31,

2010

2009

2010

2009

2010

US$

US$

US$

US$

US$

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

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

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

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

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

577

6,178

1,127

12,064

31,912

-

2,899

320

5,732

15,731

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

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

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

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

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

577

3,279

807

6,332

16,181

27,788

11,071

83,106

16,738

260,668

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

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

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

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

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

(27,211)

(7,792)

(82,299)

(10,406)

(244,487)

-

-

141

-

1,196

(475)

(54)

(1,201)

(54)

(2,052)

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

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

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

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

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

(27,686)

(7,846)

(83,359)

(10,460)

(245,343)

4,738

-

14,455

-

24,430

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

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

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

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

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

(22,948)

(7,846)

(68,904)

(10,460)

(220,913)

401

-

(152)

-

(1,072)

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

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

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

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

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

(22,547)

(7,846)

(69,056)

(10,460)

(221,985)

==========

==========

==========

==========

==========

15,228,000

13,228,000

15,228,000

13,228,000

13,553,729

==========

==========

==========

==========

=========

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

==========

=========

===========

=========

=========

CHINA DIGITAL VENTURES CORPORATION

Deficit

accumulated

Common stock

Additional

during the

Total

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

paid-in

Comprehensive

development

stockholders'

Shares

Amount

capital

Loss

Stage

equity/(deficit)

US$

US$

US$

US$

US$

----------

-----------

-----------

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

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

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

-

-

-

-

-

-

-

-

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)

acquisition of subsidiary

2,000,000

2,000

38,000

-

-

40,000

-

-

-

(920)

-

(920)

-

20

(20)

-

-

-

-

-

-

-

(63,258)

(63,258)

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

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

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

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

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

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

15,228,000

15,228

69,332

(920)

(152,009)

(68,369)

-

-

-

(152)

-

(152)

-

-

-

(68,904)

(68,904)

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

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

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

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

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

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

15,228,000

15,228

69,332

(1,072)

(220,913)

(137,425)

=========

=========

=========

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

=========

=========

For the Period

For the Six

For the Six

from March 26, 2007

Months Ended

Months Ended

(Inception) to

March 31, 2010

March 31, 2009

March 31, 2010

US$

US$

US$

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

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

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

(68,904)

(10,460)

(220,913)

2,115

-

2,914

(14,455)

-

(24,430)

-

-

400

(705)

(2,158)

(859)

1,397

-

1,881

14,049

-

12,822

(6)

-

(93)

(572)

-

(1,811)

(11,478)

-

(18,582)

(8,691)

2,054

30,998

46,698

3,100

79,185

1,525

-

5,018

18,138

-

18,138

4,982

3,673

27,037

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

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

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

(15,907)

(3,791)

(88,295)

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

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

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

-

-

75,650

(2,236)

-

(12,511)

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

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

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

(2,236,)

-

63,139

-

-

44,160

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

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

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

-

-

44,160

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

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

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

(18,143)

(3,791)

19,004

(152)

-

(1,072)19,004

36,227

8,517

-

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

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

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

17,932

4,726

17,932

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

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

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

1,201

54

2,052

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

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

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

-

-

-

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

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

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

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, and following the disclosures being required 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 Hong Kong and its principal business as at the date hereof is in the business web-based telecom business. During the period under review, the Company decided to divest from its investment in IPTV business as it was not able to raise the necessary funding. On April 30, 2010, the Company entered into a contract and disposed its investment in IPTV business (refer to note 10).

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

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.

Since March 26, 2007 (inception) to March 31, 2010, the Company has generated revenue of $31,912 and has incurred an accumulated deficit of $220,913. As at March 31, 2010 its current liabilities exceed its current assets by $179,954. 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.

3.

SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principals generally accepted in the United States of America and the rules of the U.S. Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2009. They do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements for the year ended September 30, 2009 included in the Company Form 10-K filed with the Securities and Exchange Commission. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim period presented have been included. Operating results for the interim period are not necessary indicative of the results that may be expected for the respective full year.

3.

SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS (CONTINUED)

Principals of Consolidation

The consolidated financial statements for the three months and six months ended March 31, 2010 include the financial statements of the Company and its wholly owned subsidiary Lead Concept Limited. 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. During the period under review, in February 2010, the Company deconsolidated its subsidiary China Integrated Media Group Corporation as the Company intended to dispose of the subsidiary as it required to raise funds. This subsidiary was disposed of in April 2010.

All significant inter-company transactions and balances have been eliminated on consolidation.

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 ASC 260 "Earnings Per Share" which codified SFAS No. 128. Earnings per Share". ASC 260 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

Accounting Standard Codification ASC 825 "Financial Instruments" codified Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the Company discloses 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.

3.

SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS (CONTINUED)

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.

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

3-5 years

Furniture, fixture and equipment

3-5 years

Inventories

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.

Website Development Costs

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 costs 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.

Income Tax

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.

3.

SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS (CONTINUED)

Foreign Currency Translation

The accounts of the Company's Hong Kong and China subsidiaries are maintained, in the Hong Kong dollars (HK) and Chinese Renminbi, respectively. Such financial statements are translated into U.S. Dollars (USD) in accordance with ASC 830 "Foreign Currency Translation" which codified Statement of Financial Accounts Standards ("SFAS") No. 52, "Foreign Currency Translation," with the respective currency as the functional currency. According to the Statement, all assets and liabilities were translated at the exchange rate on the balance sheet date, stockholder's equity are translated at the historical rates and statement of operations items are translated at the weighted average exchange rate for the year. The resulting translation adjustments are reported under other comprehensive income in accordance with Accounting Standard Codification ASC 220 that codified SFAS No. 130, "Reporting Comprehensive Income. As of March 31, 2010, the comprehensive loss was $1,072, ($nil in 2008).

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.

Stock-based Compensation

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.

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.

3.

SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS (CONTINUED)

Recent Pronouncements

ASC 105, Generally Accepted Accounting Principles ("ASC 105") (formerly Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162) reorganized by topic existing accounting and reporting guidance issued by the Financial Accounting Standards Board ("FASB") into a single source of authoritative generally accepted accounting principles ("GAAP") to be applied by nongovernmental entities. All guidance contained in the Accounting Standards Codification ("ASC") carries an equal level of authority. Rules and interpretive releases of the Securities and Exchange Commission ("SEC") under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly, all other accounting literature will be deemed "non-authoritative". ASC 105 is effective on a prospective basis for financial statements issued for interim and annual periods ending after September 15, 2009. The Company has implemented the guidance included in ASC 105 as of July 1, 2009. The implementation of this guidance changed the Company's references to GAAP authoritative guidance but did not impact the Company's financial position or results of operations.

ASC 855, Subsequent Events ("ASC 855") (formerly Statement of Financial Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is consistent with current auditing standards in defining a subsequent event. Additionally, the guidance provides for disclosure regarding the existence and timing of a company's evaluation of its subsequent events. ASC 855 defines two types of subsequent events, "recognized" and "non-recognized". Recognized subsequent events provide additional evidence about conditions that existed at the date of the balance sheet and are required to be reflected in the financial statements. Non-recognized subsequent events provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date and, therefore; are not required to be reflected in the financial statements. However, certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. This guidance was effective prospectively for interim or annual financial periods ending after June 15, 2009. The Company implemented the guidance included in ASC 855 as of April 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations.

ASC 944, Financial Services - Insurance ("ASC 944") contains guidance that was previously issued by the FASB in May 2008 as Statement of Financial Accounting Standards No. 163, Accounting for Financial Guarantee Insurance Contracts - an interpretation of FASB Statement No. 60 that provides for changes to both the recognition and measurement of premium revenues and claim liabilities for financial guarantee insurance contracts that do not qualify as a derivative instrument in accordance with ASC 815, Derivatives and Hedging (formerly included under Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities). This financial guarantee insurance contract guidance also expands the disclosure requirements related to these contracts to include such items as a company's method of tracking insured financial obligations with credit deterioration, financial information about the insured financial obligations, and management's policies for placing and monitoring the insured financial obligations. ASC 944, as it relates to financial guarantee insurance contracts, was effective for fiscal years beginning after December 15, 2008, except for certain disclosures related to the insured financial obligations, which were effective for the third quarter of 2008. The Company does not have financial guarantee insurance products, and, accordingly, the implementation of this portion of ASC 944 did not have an effect on the Company's results of operations or financial position.

3.

SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS (CONTINUED)

Recent Pronouncements (Continued)

ASC 805, Business Combinations ("ASC 805") (formerly included under Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations) contains guidance that was issued by the FASB in December 2007. It requires the acquiring entity in a business combination to recognize all assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with certain exceptions. Additionally, the guidance requires changes to the accounting treatment of acquisition related items, including, among other items, transaction costs, contingent consideration, restructuring costs, indemnification assets and tax benefits. ASC 805 also provides for a substantial number of new disclosure requirements. ASC 805 also contains guidance that was formerly issued as FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies which was intended to provide additional guidance clarifying application issues regarding initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. ASC 805 was effective for business combinations initiated on or after the first annual reporting period beginning after December 15, 2008. The Company implemented this guidance effective January 1, 2009. Implementing this guidance did not have an effect on the Company's financial position or results of operations; however it will likely have an impact on the Company's accounting for future business combinations, but the effect is dependent upon acquisitions, if any, that are made in the future.

ASC 810, Consolidation ("ASC 810") includes new guidance issued by the FASB in December 2007 governing the accounting for and reporting of noncontrolling interests (previously referred to as minority interests). This guidance established reporting requirements which include, among other things, that noncontrolling interests be reflected as a separate component of equity, not as a liability. It also requires that the interests of the parent and the noncontrolling interest be clearly identifiable. Additionally, increases and decreases in a parent's ownership interest that leave control intact shall be reflected as equity transactions, rather than step acquisitions or dilution gains or losses. This guidance also requires changes to the presentation of information in the financial statements and provides for additional disclosure requirements. ASC 810 was effective for fiscal years beginning on or after December 15, 2008. The Company implemented this guidance as of January 1, 2009. The effect of implementing this guidance was not material to the Company's financial position or results of operations.

ASC 825, Financial Instruments ("ASC 825") includes guidance which was issued in February 2007 by the FASB and was previously included under Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities Including an amendment of FASB Statement No. 115. The related sections within ASC 825 permit a company to choose, at specified election dates, to measure at fair value certain eligible financial assets and liabilities that are not currently required to be measured at fair value. The specified election dates include, but are not limited to, the date when an entity first recognizes the item, when an entity enters into a firm commitment or when changes in the financial instrument causes it to no longer qualify for fair value accounting under a different accounting standard. An entity may elect the fair value option for eligible items that exist at the effective date. At that date, the difference between the carrying amounts and the fair values of eligible items for which the fair value option is elected should be recognized as a cumulative effect adjustment to the opening balance of retained earnings. The fair value option may be elected for each entire financial instrument, but need not be applied to all similar instruments. Once the fair value option has been elected, it is irrevocable. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings. This guidance was effective as of the beginning of fiscal years that began after November 15, 2007. The Company does not have eligible financial assets and liabilities, and, accordingly, the implementation of ASC 825 did not have an effect on the Company's results of operations or financial position.

3.

SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS (CONTINUED)

Recent Pronouncements (Continued)

ASC 820, Fair Value Measurements and Disclosures ("ASC 820") (formerly included under Statement of Financial Accounting Standards No. 157, Fair Value Measurements) includes guidance that was issued by the FASB in September 2006 that created a common definition of fair value to be used throughout generally accepted accounting principles. ASC 820 applies whenever other standards require or permit assets or liabilities to be measured at fair value, with certain exceptions. This guidance established a hierarchy for determining fair value which emphasizes the use of observable market data whenever available. It also required expanded disclosures which include the extent to which assets and liabilities are measured at fair value, the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. ASC 820 also provides additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased. The emphasis of ASC 820 is that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, under current market conditions. ASC 820 also further clarifies the guidance to be considered when determining whether or not a transaction is orderly and clarifies the valuation of securities in markets that are not active. This guidance includes information related to a company's use of judgment, in addition to market information, in certain circumstances to value assets which have inactive markets.

Fair value guidance in ASC 820 was initially effective for fiscal years beginning after November 15, 2007 and for interim periods within those fiscal years for financial assets and liabilities. The effective date of ASC 820 for all non-recurring fair value measurements of nonfinancial assets and nonfinancial liabilities was fiscal years beginning after November 15, 2008. Guidance related to fair value measurements in an inactive market was effective in October 2008 and guidance related to orderly transactions under current market conditions was effective for interim and annual reporting periods ending after June 15, 2009.

The Company applied the provisions of ASC 820 to its financial assets and liabilities upon adoption at January 1, 2008 and adopted the remaining provisions relating to certain nonfinancial assets and liabilities on January 1, 2009. The difference between the carrying amounts and fair values of those financial instruments held upon initial adoption, on January 1, 2008, was recognized as a cumulative effect adjustment to the opening balance of retained earnings and was not material to the Company's financial position or results of operations. The Company implemented the guidance related to orderly transactions under current market conditions as of April 1, 2009, which also was not material to the Company's financial position or results of operations.

Recently Issued Standards

In August 2009, the FASB issued ASC Update ("ASU") No. 2009-05, Fair Value Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value ("ASC Update No. 2009-05"). This update amends ASC 820, Fair Value Measurements and Disclosures and provides further guidance on measuring the fair value of a liability. The guidance establishes the types of valuation techniques to be used to value a liability when a quoted market price in an active market for the identical liability is not available, such as the use of an identical or similar liability when traded as an asset. The guidance also further clarifies that a quoted price in an active market for the identical liability at the measurement date and the quoted price for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are required are both Level 1 fair value measurements. If adjustments are required to be applied to the quoted price, it results in a level 2 or 3 fair value measurement. The guidance provided in the update is effective for the first reporting period (including interim periods) beginning after issuance. The Company does not expect that the implementation of ASC Update No. 2009-05 will have a material effect on its financial position or results of operations.

3.

SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS (CONTINUED)

Recent Pronouncements (Continued)

Recently Issued Standards (Continued)

In September 2009, the FASB issued ASC Update ("ASU") No. 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent) ("ASU No. 2009-12"). This update sets forth guidance on using the net asset value per share provided by an investee to estimate the fair value of an alternative investment. Specifically, the update permits a reporting entity to measure the fair value of this type of investment on the basis of the net asset value per share of the investment (or its equivalent) if all or substantially all of the underlying investments used in the calculation of the net asset value is consistent with ASC 820. The update also requires additional disclosures by each major category of investment, including, but not limited to, fair value of underlying investments in the major category, significant investment strategies, redemption restrictions, and unfunded commitments related to investments in the major category. The amendments in this update are effective for interim and annual periods ending after December 15, 2009 with early application permitted. The Company does not expect that the implementation of ASC Update No. 2009-12 will have a material effect on its financial position or results of operations.

In March 2010, the FASB issued new accounting guidance on embedded credit derivatives. This new accounting guidance clarifies the scope exception for embedded credit derivatives and defines which embedded credit derivatives should be evaluated for bifurcation and separate accounting. The Company does not expect that the implementation of this new accounting guidance will have a material effect on its financial position or results of operations.

In October 2009, the FASB issued FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB Emerging Issues Task Force)." ("ASC Update No. 2009-13). This updates set forth the guidance on the existing multiple-element arrangement currently in FASB Topic 605-25 (Revenue Recognition - Multiple-Element Arrangements). This new guidance eliminates the requirement that all undelivered elements have objective evidence of fair value before a company can recognize the portion of the overall arrangement fee that is attributable to the items that have already been delivered. Further, companies will be required to allocate revenue in arrangements involving multiple deliverables based on the estimated selling price of each deliverable, even though such deliverables are not sold separately by either company itself or other vendors. This new guidance also significantly expands the disclosures required for multiple-element revenue arrangements. The revised guidance will be effective for the first annual period beginning on or after June 15, 2010. The Company does not expect that the implementation of ASU No. 2009-13 will have a material effect on its financial statements.

In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R) ("Statement No. 167"). Statement No. 167 amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an interpretation of ARB No. 51 ("FIN 46R") to require an analysis to determine whether a company has a controlling financial interest in a variable interest entity. This analysis identifies the primary beneficiary of a variable interest entity as the enterprise that has a) the power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance and b) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. The statement requires an ongoing assessment of whether a company is the primary beneficiary of a variable interest entity when the holders of the entity, as a group, lose power, through voting or similar rights, to direct the actions that most significantly affect the entity's economic performance. This statement also enhances disclosures about a company's involvement in variable interest entities. Statement No. 167 is effective as of the beginning of the first annual reporting period that begins after November 15, 2009. Although Statement No. 167 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 167 to have a material impact on its financial position or results of operations.

3.

SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS (CONTINUED)

Recent Pronouncements (Continued)

Recently Issued Standards (Continued)

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140 ("Statement No. 166"). Statement No. 166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125 ("Statement No. 140") and requires additional disclosures about transfers of financial assets, including securitization transactions, and any continuing exposure to the risks related to transferred financial assets. It also eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets, and enhances disclosure requirements. Statement No. 166 is effective prospectively, for annual periods beginning after November 15, 2009, and interim and annual periods thereafter. Although Statement No. 166 has not been incorporated into the Codification, in accordance with ASC 105, the standard shall remain authoritative until it is integrated. The Company does not expect the adoption of Statement No. 166 will have a material impact on its financial position or results of operations.

Accounting Standards Issued But Not Yet Effective

In January 2010, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, Fair Value Measurements and Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements. The Update would affect all entities that are required to make disclosures about recurring and nonrecurring fair value measurements. The Board concluded that users will benefit from improved disclosures in this Update and that the benefits of the increased transparency in financial reporting will outweigh the costs of complying with the new requirements. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 30, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact this update will have on our financial statements.

In January 2010, the Financial Accounting Standards Board ("FASB") issued an accounting standard update to address implementation issues related to the changes in ownership provisions in the Consolidation-Overall Subtopic (Subtopic 810-10) of the FASB Accounting Standards Codification™, originally issued as FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes the accounting and reporting guidance for noncontrolling interests and changes in ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary when the entity ceases to have a controlling financial interest in the subsidiary. Upon deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction and measures any retained investment in the subsidiary at fair value. The gain or loss includes any gain or loss associated with the difference between the fair value of the retained investment in the subsidiary and its carrying amount at the date the subsidiary is deconsolidated. In contrast, an entity is required to account for a decrease in its ownership interest of a subsidiary that does not result in a change of control of the subsidiary as an equity transaction.

3.

SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS (CONTINUED)

Recent Pronouncements (Continued)

Recently Issued Standards (Continued)

Accounting Standards Issued But Not Yet Effective (Continued)

In December 2009, the Financial Accounting Standards Board ("FASB") issued an accounting standard update for improvements to financial reporting by enterprises involved with Variable Interest Entities. The subsections clarify the application of the General Subsections to certain legal entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the legal entity to finance its activities without additional subordinated financial support [FIN 46(R), paragraph 1, sequence 55.1] or, as a group, the holders of the equity investment at risk lack any one of the following three characteristics: [FIN 46(R), paragraph 1, sequence 55.2].

a. The power, through voting rights or similar rights, to direct the activities of a legal entity that most significantly impact the entity's economic performance [FIN 46(R), paragraph 1, sequence 55.2.1].

b. The obligation to absorb the expected losses of the legal entity [FIN 46(R), paragraph 1, sequence 55.2.2].

c. The right to receive the expected residual returns of the legal entity. [FIN 46(R), paragraph 1, sequence 55.2.3].

The amendments in this update to the Accounting Standards Codification are the result of FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The adoption of this update to improving the financial reporting by enterprises involved with Variable Interest Entities, as codified in ASC 810, did not have any impact on the Company's financial statements.

In December 2009, the Financial Accounting Standards Board ("FASB") issued an accounting standard update, Transfers and Servicing (Topic 860) Accounting for Transfers of Financial Assets. The amendments in this update to the Accounting Standards Codification are the result of FASB Statement No. 166, Accounting for Transfers of Financial Assets. The adoption of this update did not have any impact on the Company's financial statements.

4.

COMMON STOCK

As of March 31, 2010, the Company has 75,000,000 shares authorized and 15,228,000 shares issued and outstanding. The Company did not issue any shares during the three months period and six months period ended March 31, 2010.

5.

RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2010, and for the period from March 26, 2007 (date of inception) to March 31, 2010, the former President received $1,500 and $18,000, 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.

In July 2009, the Company issued 2,000,000 new shares in the Company to the current major shareholder for the acquisition of 19,200,000 shares in China Integrated Media Corporation Limited.

As of March 31, 2010 and September 30, 2009, the amounts due to directors were $31,480 and $26,498, respectively. The amounts due to directors are unsecured, non-interest bearing and payable on demand.

As of March 31, 2010 and September 30, 2009, the amount due from a director was $18,582 and $7,104, respectively. The amount due from a director is unsecured, non-interest bearing and payable on demand.

6.

DEPOSITS

As of March 31, 2010

As of September 30, 2009

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

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

US$

US$

285

284

124,522

124,517

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

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

124,807

124,801

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

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

7.

PROPERTY AND EQUIPMENT, NET

Property and equipment is summarized as follows:

As of March 31, 2010

As of September 30, 2009

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

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

US$

US$

13,403

13,403

1,434

1,434

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

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

14,837

14,837

2,236

1,434

(4,992)

(2,877)

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

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

12,081

11,960

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

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

8.

OTHER PAYABLES

Other payables are Company expenses such as postage, sundries, etc., advanced on behalf of the Company from various parties.

9.

INCOME TAXES

No provision was made for income tax for the period from March 26, 2007 (Inception) to March 31, 2010 as the Company and its subsidiary had operating losses. In the period ended March 31, 2010, the Company and its subsidiary incurred net operating losses for tax purposes of approximately $113,801 and $107,112, respectively. Total net operating losses carried forward at March 31, 2010, (i) for Federal and State purposes were $113,801 and $113,801, respectively and (ii) for its entities outside of the United States were $107,112 for the period ended March 31, 2010. The net operating loss carry-forward may be used to reduce taxable income through the year 2026. The availability of the Company's net operating loss carry-forwards is subject to limitation if there is a 50% or more change in the ownership of the Company's stock.

There was no significant difference between reportable income tax and statutory income tax. The gross deferred tax asset balance as of March31, 2010 was approximately $41,348 of which $17,070 was for US federal income tax, $4,328 was for Hong Kong income tax, $14,590 was for China income tax and $5,360 was for Australia income tax. A 100% valuation allowance has been established against the deferred tax asset, as the utilization of the loss carry-forwards cannot reasonably be assured.

As reconciliation between the income taxes computed at the United States and Hong Kong, China, Australia statutory rate and the Group's provision for income taxes is as follows:

March 31, 2010

$

15%

(15%)

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

-

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

16.5%

(16.5%)

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

-

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

25%

(25%)

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

-

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

30%

(30%)

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

-

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

10.

SUBSEQUENT EVENTS

Subsequent to the balance sheet date on April 30, 2010, the Company disposed of its subsidiary China Integrated Media Corporation Limited, an Australian public company for US$50,000. The Company realized a profit of US$10,000 from the sale of this investment. After the disposal, the Company's only business is in the provision of VOIP Telecom services.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used in this Form 10-Q, references to the "Company," "we," "our," "us" or "CDVC" refer to China Digital Ventures Corporation, unless the context otherwise indicates.

This Quarterly Report on Form 10-Q contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry ' s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in our Quarterly Report on Form 10-Q for the period ended March 31, 2010.

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.

In May 2009, CDVC entered a sale and purchase agreement to acquire approximately the then 79.1% interests in China Integrated Media Corporation Limited ("CIMC"), a public company in Australia.

In February 2010, the Company decided to divest from its investment in CIMC due to its inability to raise the capital necessary to pursue this investment and also internal liquidity concerns. On April 30, 2010 the Company disposed this investment for US$50,000 which realized an income of US$10,000. The proceeds from the disposal would be used to pay off debts in the Company.

After the disposal of CIMC, CDV refocuses in its web-based VoIP telecom business, and at the same time, also seeks synergistic projects to enhance the operations of the Company and shareholder returns. The Company's correspondence 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 and the email contact is at ir@cdvv.net

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 intends to be 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:

*

Distinctive Telecom Service offerings;

*

Tiered costing models based on volume and purchase frequency; and

*

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 period under review, the Company has temporary suspended the business of VOIP numbers and services to its customers in China and Hong Kong owing to business and regulatory review. The Company is focusing on selling China national access number "400" with limited success. The Company will continue to sell its VOIP services and the web based services in Hong Kong. The management is exploring other telecom related and VOIP services in China and Asia in the upcoming quarter.

As CDVC is developing 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.

Results of Operations

FOR THE THREE MONTHS AND SIX MONTHS PERIOD ENDED MARCH 31, 2010 AND 2009 AND FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO MARCH 31, 2010.

REVENUES

The Company has realized revenue of $577 for the three months period ended March 31, 2010. The Company incurred a cost of revenue of $nil, achieving a gross profit of $577 for the three months period ended March 31, 2010. We hope to generate additional revenue when we receive more contracts or develop other projects.

The Company has realized revenue of $6,178 for the three months period ended March 31, 2009. The Company incurred a cost of revenue of $2,899, achieving a gross profit of $3,279 for the three months period ended March 31, 2009. We hope to generate additional revenue when we receive more contracts or develop other projects.

The Company has realized revenue of $1,127 for the six months period ended March 31, 2010. The Company incurred a cost of revenue of $320, achieving a gross profit of $807 for the six months period ended March 31, 2010. We hope to generate additional revenue when we receive more contracts or develop other projects.

The Company has realized revenue of $12,064 for the six months period ended March 31, 2009. The Company incurred a cost of revenue of $5,732, achieving a gross profit of $6,332 for the six months period ended March 31, 2009. We hope to generate additional revenue when we receive more contracts or develop other projects.

For the period from March 26, 2007 (date of inception) to March 31, 2010, the Company realized revenue of $31,912, incurred a cost of revenue of $15,731 and achieved a gross profit of $16,181.

OPERATING EXPENSES

For the three months period ended March 31, 2010, our gross profit was $577 and our total operating expenses were $27,788, all of which were selling, general and administrative expenses. We also had $475 in interest expenses and loss attributable to minority interest of $4,738. Our net loss to our shareholders for the three months period ended March 31, 2010 was $22,948.

For the three months period ended March 31, 2009, our gross profit was $3,279 and our total operating expenses were $11,071, all of which were selling, general and administrative expenses. We also had $54 in interest expenses. Our net loss to our shareholders for the three months period ended March 31, 2009 was $7,846.

For the six months period ended March 31, 2010, our gross profit was $807 and our total operating expenses were $83,106, all of which were selling, general and administrative expenses. We also had $1,201 in interest expenses, $141 in interest income and loss attributable to minority interest of $14,455. Our net loss to our shareholders for the six months period ended March 31, 2010 was $68,904.

For the six months period ended March 31, 2009, our gross profit was $6,332 and our total operating expenses were $16,738, all of which were selling, general and administrative expenses. We also had $54 in interest expenses. Our net loss to our shareholders for the six months period ended March 31, 2009 was $10,460.

For the period from March 26, 2007 (date of inception) to March 31, 2010, the accumulated gross profit was $16,181, the total operating expenses was $260,668 which was all selling, general and administrative expenses and had $2,052 in interest expenses, $1,196 in interest income and loss attributable to minority interest of $24,430 and resulting in an accumulated net loss to our shareholders of $220,913.

Liquidity and Capital Resources

We do not have sufficient resources to effectuate our business. As of March 31, 2010, we had $17,932 in cash. We expect to incur a minimum of $60,000 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. 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.

Going Concern Consideration

The Company is a development stage company and has commenced the principal operations. The Company had modest revenues and incurred a net loss of $22,948 for the three months ended March 31, 2010 and an accumulated net loss of $220,913 for the period from March 26, 2007 (inception) to March 31, 2010. These factors raise substantial doubt about the Company ' s ability to continue as a going concern. The Company ' s ability to continue as a going concern must be considered in light of the problems, expenses and complications frequently encountered in emerging markets and the competitive environment in which the Company operates. The Company is pursuing financing for its operations. In addition the Company is seeking to expand its revenue base by adding new clients to our customer base. Failure to secure such financing, to raise additional equity capital and to expand its revenue base may result in the Company depleting its available funds and not being able to pay its obligations. These financial statements do not include any adjustment to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

The Company is exposed to various market risks, including changes in interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. The Company also has not entered into financial instruments to manage and reduce the impact of changes in interest rates and foreign currency exchange rates, although we may enter into such transactions in the future.

Off-Balance Sheet Arrangements:

The Company has no off-balance sheet obligations or guarantees and has not historically used special purpose entities for any transactions.

In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the Company's management, including the Company's principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period.

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2010, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in this Report was (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and instructions for Form 10-Q.

Our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures had the following deficiency:

*

We were unable to maintain any segregation of duties within our business operations due to our reliance on limited personnel. While this control deficiency did not result in any audit adjustments to our interim or annual financial statements, it could have resulted in a material misstatement that might have been prevented or detected by a segregation of duties. Accordingly we have determined that this control deficiency constitutes a material weakness.

To the extent reasonably possible, given our limited resources, our goal is to separate the responsibilities of Principal Executive Officer and Principal Financial Officer, intending to rely on two or more individuals. We will also seek to expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company ' s property is not the subject of any pending legal proceedings.

Item 1A. Risk Factors

Smaller reporting companies are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Removed and Reserved).

Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit No.

3.1

3.2

10.1

31.1

31.2

32.1

Section 1350 Certifications (Attached Hereto)

32.2

Section 1350 Certifications (Attached Hereto)

1

Incorporated by reference to our Registration Statement on Form SB-2 filed with the SEC on October 16, 2007.

2

Incorporated by reference to our Amendment no.1 to Form 10K/A filed with the SEC on October 15, 2009.

SIGNATURES

Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 19, 2010

CHINA DIGITAL VENTURES CORPORATION

By:

/s/ Con Unerkov

Name:

Con Unerkov

Title:

President and Director

(Principal Executive Officer

/s/ Bing He

Name:

Bing He

Title:

Treasurer and Director

(Principal Financial and

Accounting Officer)