UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549FORM 10-K

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACTOF 1934
For the fiscal year ended September 30, 2008
--------------------------------------------------------

( ) TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 
For the transition period from [ ] to [ ]
--------------------------------------------------------

Commission File Number: [ ]

China Digital Ventures Corporation
-----------------------------------(Exact name of small business issuer as specified in its charter)

Nevada
    4813
    ----------------(State or other
    (Primary
    Standard Industrial
    (I.R.S.
    Employerjurisdiction of
    Classification
    Code Number)
    Identification
    No.)incorporation
    or organization)


Room B209-1,
    Jinhui Business Center, 
    No 537 Xinaggang Zhong Road, Haizhu District, Guangzhou, China
    -----------(Address of
    Company's principal executive offices)
    (Zip Code)


+011 86 755 6165-7723--------------------------
(Company's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of
the Act:

Title of each
    class registered:
    Name of each
    exchange on which registered:-------------------------------
    ------------------------------------------None
    None


Securities registered under Section 12(g) of
the Act:

Common Stock, Par Value $0.001 per share
---------------------------------------------------
(Title of Class)

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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 if the registrant is not required to file reports pursuant to
    Section13 or Section15(d) of the Act. [ ]Yes[x ]No


Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of
    1934 during the preceding 12months
    (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 90days. [ x ]Yes[]No


Indicate by check mark if disclosure of delinquent filers pursuant to Item405 of RegulationS-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 PartIII of this Form10-K or any amendment to this Form10-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):


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


Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).[ x ]Yes[
    ]No


On December10, 2008, the number
    of shares held by non-affiliates of the registrant was 3,728,000 shares of common stock.
    There is no calculation on the aggregate market value of the voting stock held by
    non-affiliates at the moment, as the Company's shares have not been traded since its quotation on the
    Over-the-counter Bulletin Board.


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


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


DOCUMENTS INCORPORATED BY REFERENCE


Exhibits incorporated by reference are referred under Part IV.


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DEFINITIONS AND
    CONVENTIONSReferences to "China" refer to the Peoples' Republic of China.References to "Common Stock" means the common stock, US$0.001 par value, of
    China Digital Ventures Corporation.References to the "Commission" or "SEC" means the U.S. Securities and
    Exchange Commission.References to "Company", "CDV", "CDVC", "we",
    "our" means China Digital Ventures Corporation and include, unless the 
    context requires or indicate otherwise, the operation of its subsidiaries (all hereinafter
    defined).References to "33 Act" or "Securities Act" means the Securities Act of
    1933, as amended.References to "34 Act" or "Exchange Act" means the Securities Exchange
    Act of 1934, as amended.


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FORWARD-LOOKING
    STATEMENTSThis 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.


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TABLE OF CONTENTS

PART IITEM 1.
    Business
    1ITEM1A.
    Risk Factors
    4ITEM1B.
    Unresolved Staff Comments
    12ITEM2.
    Properties
    13ITEM3.
    Legal Proceedings
    13ITEM4.
    Submission of Matters to a Vote of Security Holders
    13PARTIIITEM5.
    Market for Registrant's
    Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    14ITEM 6.
    Selected Financial Data
    15ITEM 7.
    Management's Discussion and Analysis of Financial Condition and Results of
    Operation
    15ITEM 7A.
    Quantitative and Qualitative Disclosures About Market Risk
    19ITEM 8.
    Financial Statements and Supplementary Data
    20ITEM 9.
    Changesin and
    Disagreementswith Accountants on
    Accounting and FinancialDisclosures
    20ITEM 9A (T)
    Controls and Procedures
    20ITEM 9B.
    Other Information
    21PART IIIItem 10
    Directors, Executive Officers and Corporate Governance
    22Item 11
    Executive Compensation
    24Item 12
    Security Ownership of Certain Beneficial Owners and Management and Related
    Stockholder Matters
    26Item 13
    Certain Relationships and Related Transactions, and Director Independence
    27Item 14
    Principal Accounting Fees and Services
    28PART IVITEM 15
    Exhibits, Financial Statement Schedules
    29SIGNATURES


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PART IITEM 1. BUSINESS


General


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


Overview Telecom Market


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


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


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


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


1

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Telecom Services


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


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


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


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


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


*
    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.


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


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


2

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Mobile Device
    Advertising


The Company has recently entered into a joint venture for the development and
    implementation of an innovative technology to deliver advertising to mobile devices
    through the mobile phone network in China. Today, mobile phones are inseparatable for many
    people as it becomes our essential companion. Thus the mobile phones and devices have
    become an important tool for advertisers.
    The Company plans to conduct a pilot test
    of the mobile device advertising platform in China in March 2009. Once the pilot test has
    been proven successful with a telecom operator, then the Company expects to enter into
    commercial operation by June 2009.


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


Employees


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


Patents


China Digital Ventures Corporation holds no patents.


Government Regulation


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


3

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ITEM 1A. RISK FACTORS


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


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


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


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


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


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


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


4

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


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


*
    Demand for and market acceptance of web based telecommunications products, advertising on
    mobile phones and media services;*
    CDVC's ability
    to expand its market share;*
    Competitive
    factors that affect CDVC's pricing structure;*
    The variety
    and mix of telecom, advertising and media products CDVC sells;*
    The timing and
    magnitude of capital expenditures, including costs relating to the start-up, marketing,
    and continued expansion of operations;*
    Conditions
    specific to the telecom and media industry;*
    Changes in
    generally accepted accounting policies, especially those related to the Internet sales;
    and;*
    New government
    regulation or legislation.


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


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


*
    Provide telecom, advertising and media services that are reliable, and cost effective;*
    Effectively
    market the telecom, advertising and media services;*
    Establish
    relationships with manufactures and distributors within telecom industry that will allow
    CDVC to sell products at a profit; and*
    Hire and
    retain qualified personnel and effectively respond to competition.


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


5

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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:


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


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


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


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


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


6

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


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


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


As of September 30, 2008 the Company had $8,517 of cash on hand and available.
    There can be no assurance CDVC will be
    successful in raising future proceeds or that its proposed business will be able to
    generate a level of revenue that can sustain the growth and expansion of the business. Any
    shortfall of capital, whether an inability to raise funds or generate revenue, would
    adversely impact the progress and development of the business.
    Future equity or debt financing may not be
    available to CDVC on favorable terms, or perhaps may not be available at all. Borrowing
    instruments such as credit facilities and lease agreements will likely have restrictions
    on lending money to a start-up company with little or no assets, such as CDVC. CDVC's
    inability to obtain additional capital on satisfactory terms may delay or prevent the
    expansion of our business, which would cause the business and prospects to suffer.


7

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


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


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


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


*
    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;


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


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


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


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


8

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


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


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


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


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


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


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


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


9

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RISKS RELATED TO DOING BUSINESS IN CHINA


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


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


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


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


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


10

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


We will conduct a substantial and increasing portion our business through newly
    incorporated subsidiaries and affiliated entities based in China. Our operations in China
    are governed by PRC laws and regulations. These new subsidiaries are generally subject to
    laws and regulations applicable to foreign investments in China and, in particular, laws
    applicable to wholly foreign-owned enterprises. The PRC legal system is based on written
    statutes. Prior court decisions may be cited for reference but have limited precedent
    value.
    Since 1979, PRC legislation and regulations
    have significantly enhanced the protections afforded to various forms of foreign
    investments in China. However, China has not developed a fully integrated legal system and
    recently-enacted laws and regulations may not sufficiently cover all aspects of economic
    activities in China. In particular, because these laws and regulations are relatively new,
    and because of the limited published decisions and their non-binding nature, the
    interpretation and enforcement of these laws and regulations involve uncertainties. In
    addition, the PRC legal system is based in part on governmental policies and internal
    rules (some of which are not published on a timely basis or at all) that may have a
    retroactive effect. As a result, we may not be aware of our violation of these policies
    and rules until after the occurrence of the violation. In addition, any litigation in
    China may be protracted and result in substantial costs and diversion of resources and
    management attention.


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


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


11

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


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


We face risks related to health epidemics and other outbreaks.


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


ITEM 1B. UNRESOLVED STAFF COMMENTS


None.


12

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ITEM 2. PROPERTIES


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


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


ITEM 3. LEGAL PROCEEDINGS


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


ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS


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


13

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PART II


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


Market Information


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


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


Issuer's Repurchase Of Equity
    Securities


None.


Holders


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


Dividends


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


Stock Options


Currently, there are no stock options outstanding.


14

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ITEM 6. SELECTED
    FINANCIAL DATA


A registrant that qualifies as a smaller reporting company is not required to provide the
    information required by this item.


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


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


Company Overview


CDVC was organized on March 26, 2007.


Results of Operations


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


REVENUESThe Company has realized revenue of $11,951 for the year ended September 30, 2008. The
    Company incurred a cost of revenue of $6,279, achieving a gross profit of $5,672 for the
    year ended September 30, 2008. We hope to generate additional revenue when we receive more
    contracts.
    For the period from March 26, 2007 (date of
    inception) to September 30, 2008, the Company realized revenue of $12,751, incurred a cost
    of revenue of $6,879 and achieved a gross profit of $5,872.


OPERATING EXPENSESFor the year ended September 30, 2008, our gross profit was $5,672 and our total operating
    expenses were $55,620, all of which were selling, general and administrative expenses. We
    also had $4 in interest expenses. Our net loss to our shareholders for the year ended
    September 30, 2008 was $49,952.
    For the period from March 26, 2007 (date of
    inception) to September 30, 2008, the accumulated gross profit was $5,872, the total
    operating expenses was $94,619 which was all selling, general and administrative expenses
    and had $4 in interest expenses and resulting in an accumulated net loss to our
    shareholders of $88,751.


15

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


Capital Resources and Liquidity


As of September 30, 2008, we had $8,517 in cash for a total assets of $8,517. In addition,
    the Company had an accrued payables of $33,060 and amount due to a director of $19,648 for
    a total liabilities of $52,708 at September 30, 2008.
    During the year ended September 30, 2008
    the Company filed a SB-2 Registration Statement with the United States Securities and
    Exchange Commission to register 3,500,000 shares of common stock for sale by the Company
    at $0.02 per share for gross proceeds of $70,000. In additional, the Company registered
    380,000 shares of commons stock held by existing shareholders for resale at $0.02 per
    share. The Company will not receive any proceeds with respect to the resale of shares held
    by existing shareholders. This SB-2 registration statement became effective on December
    28, 2007. On May 14, 2008, the Company closed an offering to sell 3,500,000 shares common
    stock at $0.02 per share under the Form SB-2 registration statement (no. 333-146727).
    Under the aforesaid registration statement, a total of 208,000 shares were sold by the
    Company at a price of $0.02 per share. The Company received a total proceeds of $4,160
    from this Offering
    We do not have sufficient resources to
    effectuate our business. We expect to incur a minimum of $20,000 in expenses during the
    next twelve months of operations. We estimate that this will be comprised of the following
    expenses: $3,000 in website development; $9,000 in other marketing expenses; and $8,000
    will be needed for general overhead expenses such as for salaries, corporate legal and
    accounting fees, office overhead and general working capital.
    Our auditors have indicated that we will
    have to raise the funds to pay for these expenses. We may have to borrow money from
    shareholders. There can be no assurance that additional capital will be available to us.
    We currently have no agreements, arrangements or understanding with any person to obtain
    funds through bank loans, lines of credit or any other sources. Since we have no such
    arrangements or plans currently in effect, our inability to raise funds for a marketing
    program will have a severe negative impact on our ability to remain a viable company.


Going Concern Consideration


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


16

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Plan of Operations - General


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


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


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


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


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


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


17

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The specific steps
    anticipated over the next twelve months involve continuing to develop the website by
    adding service offerings, payment gateways, reseller administrative online access to the
    website. The service offerings will consist of i) short number access dial codes where the
    customers will dial a short number usually 4-5 digits to access the platform to dial long
    distance, ii) dial back platform where higher costs calling countries i.e. China can make
    long distance calls using our internet website to initiate the calls with the intended
    number iii) broadband phone call services and iv) WIFI phone services. All the above
    telecom services will be sold, managed and administered through our website.
    We will need to set up an online payment
    gateway to accept credit cards and debit cards, and gateways such as PAYPAL. The telecom
    platform will be rented through telecom equipment and infrastructure supplier. We may in
    future invest directly to own our telecom platform and infrastructure as our business
    develops.


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


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


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


18

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*
    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;


*
    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.


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


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


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


Off-Balance Sheet Arrangement


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


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


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


19

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ITEM 8. FINANCIAL STATEMENTS AND
    SUPPLEMENTARY DATA


Consolidated Financial Statements


Please see page F-1 through F-15 of this Form 10-K.


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).


ITEM 9A. CONTROLS AND PROCEDURES


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


Evaluation of Disclosure Controls and Procedures.


Under the supervision and with the participation of our management, including our Chief
    Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our
    disclosure controls and procedures, as such term is defined under Rule13a-15(e) promulgated under the Securities
    Exchange Act of 1934, as amended. The Company is evaluating its disclosure controls in
    light of compliance with SOX 404 in its next annual report, and if necessary, will make
    any changes needed to comply with SOX 404.


20

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


Changes in Internal Control over Financial Reporting.


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


ITEM 9B. OTHER INFORMATION


None.


21

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
    CORPRATE GOVERNANCE


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


Name
    Age
    Term Served
    Title--------------
    ------
    -------------
    -------------------------Bing HE
    33
    Since inception
    President,
    Director, Treasurer and Chief Financial OfficerNing HE
    40
    Since June 30,
    2008
    Director and
    Secretary


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


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


Officer and Director Background:


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


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


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


22

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


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


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


No executive Officer or Director of CDVC is the subject of any pending legal proceedings.


Auditors; Code of Ethics; Financial Expert


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


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


Limitation of Liability and Indemnification


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


*
    any breach of
    their duty of loyalty to us or our stockholders;*
    acts or
    omissions not in good faith or which involve intentional misconduct or a knowing violation
    of law;*
    unlawful
    payments of dividends or unlawful stock repurchases, redemptions or other distributions;
    and*
    any
    transaction from which the director derived an improper personal benefit.


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


23

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Section16(a) Beneficial Ownership Reporting Compliance.


Section16(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 Section16(a) reports they file. To our knowledge,
    based solely on review of the copies of these reports furnished to us during 2008, all
    required Section16(a) reports
    for our directors, officers and beneficial owners of ten percent of our outstanding stock
    were filed on a timely basis.


ITEM 11. EXECUTIVE COMPENSATION


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


Summary Compensation TableAnnual
    Compensation
    
    Long-Term
    Compensation--------------------
    
    ----------------------------------------------------------------Name
    and
    Principal Position
    Year
    Salary ($)
    Bonus
    ($)
    Other
    Annual Compensation ($)
    Restricted
    Stock Awards ($)
    Securities
    Underlying Options (#)
    LTIP Payouts
    ($)
    All Other
    Compensation ($)----------
    -------
    ------
    ------
    --------------
    --------------------
    -----------------
    ----------
    ------------Bing HE (1)
    2007
    4,500
    0
    0
    0
    0
    0
    02008
    4,500
    0
    0
    0
    0
    0
    0Ning HE (2)
    2008
    0
    0
    0
    0
    0
    0
    0


(1)
    Mr. Bing HE is the President, Director, Secretary, Treasurer, and Chief Executive Officer
    of CDVC.(2)
    Ms. Ning HE is
    a Director and Secretary of CDVC. Ms. Ning HE is a sister of Mr. Bing HE.


24

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Outstanding Equity
    Awards at Fiscal Year-End


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


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END--------------------------------------------------------------------------------------------------------------------------------------------------OPTION
    AWARDS
    STOCK
    AWARDS-------------------------------------------------------------------------------------
    -------------------------------------------Name
    Number of
    Securities
    Underlying
    Unexercised
    Options
    (#)Exercisable
    Number of
    Securities
    Underlying
    Unexercised
    Options
    (#)
    Unexercisable
    Equity
    Incentive
    Plan
    Awards:
    Number of
    Securities
    Underlying
    Unexercised
    Unearned
    Options
    (#)
    Option
    Exercise
    Price
    ($)
    Option
    Expiration
    Date
    Number
    of
    Shares
    or Units
    of
    Stock That
    Have
    Not
    Vested
    (#)
    Market
    Value
    of
    Shares
    or
    Units
    of
    Stock
    That
    Have
    Not
    Vested
    ($)
    Equity
    Incentive
    Plan
    Awards:
    Number
    of
    Unearned
    Shares,
    Units or
    Other
    Rights
    That Have
    Not
    Vested
    (#)
    Equity
    Incentive
    Plan
    Awards:
    Market or
    Payout
    Value of
    Unearned
    Shares,
    Units or
    Other
    Rights
    That
    Have Not
    Vested
    (#)---------------
    -------------
    ---------------
    -------------
    ----------
    ---------
    -------
    --------
    ---------
    ---------Bing He
    -
    -
    -
    -
    -
    -
    -
    -
    -Ning He
    -
    -
    -
    -
    -
    -
    -
    -
    -


Compensation of Directors


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


DIRECTOR COMPENSATION--------------------------------------------------------------------------------------------------------------Name
    Fees Earned
    or
    Paid in
    Cash
    ($)
    Stock Awards
    ($)
    Option
    Awards
    ($)
    Non-Equity
    Incentive
    Plan
    Compensation
    ($)
    Non-Qualified
    Deferred
    Compensation
    Earnings
    ($)
    All
    Other
    Compensation
    ($)
    Total
    ($)---------
    --------
    ------
    --------
    --------
    ---------
    ---------
    -------Bing He
    -
    -
    -
    -
    -
    -
    -Ning He
    -
    -
    -
    -
    -
    -
    -


Narrative Disclosure to the Director Compensation Table


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


25

---

Stock Option Plans


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


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


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


Name and Position
    Shares
    Percent
    SecurityBing, HEPresident and Director
    8,700,000
    65.77%
    CommonOfficers and Directors as a Group
    8,700,000
    65.77%
    CommonNing, HE
    800,000
    6.05%
    Common


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


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


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


26

---

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


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


Related Party Transactions


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.


27

---

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
    SERVICES


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


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


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


ALL OTHER FEES. None


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


28

---

PART IV

ITEM 15. EXIBITS,
    FINANCIAL STATEMENT SCHEDULES


(a) Index to Financial Statements and Financial Statement Schedules


Independent Auditor's ReportCondensed Balance Sheetsas of
    September 30, 2008 and 2007Condensed Statements of Operationsfor the year ended September 30, 2008 and from March 26, 2007 (Inception) to
    September 30, 2008Condensed Statements of Stockholders'Equity/(Deficit) from March 26, 2007 (Inception) to September 30, 2008Condensed Statements of Cash Flows for the year ended September 30, 2008 and from March
    26, 2007 (Inception) to September 30, 2008Notes to Condensed Financial Statements


(c) Exhibits.


3.1
    Articles of Incorporation*


3.2
    Bylaw*


31
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial
    Officer of the Company


32
    Section 906 Certification by Chief Executive Officer and Chief Financial Officer


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


29

---

SIGNATURESPursuant 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.


China Digital Ventures Corporationa Nevada corporation/s/ HE Bing---------------------------------------HE BingPrincipal executive officerPresident, CEO, CFO, director


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


By:
    /s/ HE Bing
    December 24, 2008--------------------------------------------HE BingIts:
    Principal executive officerPresident, CEO, CFO, director


By:
    /s/ HE Ning
    December 24, 2008--------------------------------------------HE NingIts:
    Director and Secretary


30

---

China Digital Ventures
    Corporation(A Development State
    Company)Financial StatementsFor the Year Ended
    September 30, 2008


Table of Contents
    PageIndependent Auditor's Report
    F1-F2Condensed Balance Sheetsas of
    September 30, 2008 and 2007
    F3Condensed Statements of Operationsfor the year ended September 30, 2008 and from March 26, 2007 (Inception) to
    September 30, 2008
    F4Condensed Statements of Stockholders'Equity/(Deficit) from March 26, 2007 (Inception) to September 30, 2008
    F5Condensed Statements of Cash Flows for the year ended September 30, 2008 and from March
    26, 2007 (Inception) to September 30, 2008
    F6Notes to Condensed Financial Statements
    F7 - F15


---

ALBERT WONG & CO.CERTIFIED PUBLIC ACCOUNTANTS
    Room 701A, Nan Dao Commercial Building
    359-361 Queen's Road Central
    Hong Kong
    Tel : 2851 7954
    Fax: 2545 4086ALBERT WONG
    B.Soc., Sc., ACA., LL.B.,
    C.P.A.(Practising)


To the Stockholders and Board of Directors
    China Digital Ventures Corporation
    Independent Auditor's Report


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


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


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


F-1

---

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


Albert Wong & Co.Certified Public
    AccountantsHong Kong
    December 24, 2008


F-2

---

CHINA DIGITAL VENTURES CORPORATION(A DEVELOPMENT STAGE COMPANY)CONDENSED BALANCE SHEETSAS AT SEPTEMBER 30, 2008 AND 2007(Stated in US Dollars)


Note
    
    September 30,
    2008
    
    September 30,
    2007ASSETS
    
    
    (Audited)
    
    (Audited)Current
    assets:Cash and cash
    equivalents
    
    $
    8,517
    $
    5,001-----------------
    
    ----------------Total assets
    
    $
    8,517
    $
    5,001==========
    
    =========LIABILITIES
    AND STOCKHOLDERS'(DEFICIT)/EQUITYCurrent
    liabilities:Deposits and
    other payables
    
    $
    -
    $
    1,800Accrued
    expenses
    
    
    33,060
    
    2,000Amount due to
    a director
    
    
    19,648
    
    ------------------
    
    -----------------Total current liabilities
    
    $
    52,708
    $
    3,800-----------------
    
    -----------------Stockholders'(deficit) / equity:Common stock,
    $0.001 par value, 75,000,000 shares
    authorized 13,228,000 (2007: 13,000,000) shares issuedand
    outstanding
    4
    $
    13,208
    $
    13,000Additional
    paid up capital
    4
    
    31,352
    
    27,000Deficit
    accumulated during the development stage
    
    
    (88,751)
    
    (38,799)-----------------
    
    -----------------Total stockholders'(deficit) / equity
    
    $
    (44,191)
    $
    1,201-----------------
    
    -----------------Total liabilities and
    stockholders'equity
    
    $
    8,517
    $
    5,001==========
    
    ==========


See accompanying notes to the financial
statements

F-3

---

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


For the PeriodFor the Year
    
    from March 26,Ended
    
    2007 (Inception)September 30,
    
    to September 30,2008
    
    2008------------------
    
    ------------------Net Revenues
    $
    11,951
    $
    12,751Cost of Revenues
    
    6,279
    
    6,879------------------
    
    ------------------Gross Profits
    
    5,672
    
    5.872Other General and Administrative
    Expenses
    
    55,620
    
    94,619------------------
    
    ------------------Loss from Operations
    
    (49,948)
    
    (88,747)Other ExpensesInterests
    
    4
    
    4-------------------
    
    ------------------Net Loss
    $
    (49,952)
    $
    (88,751)===========
    
    ===========Weighted Average Basic and
    Diluted Shares Outstanding
    
    13,128,251
    
    12,904,224===========
    
    ===========Loss Per Share-basic and diluted
    $
    (0.00)
    $
    (0.00)===========
    
    ===========


*Basic and diluted weighted average number
of shares are the same since the Company does not have any dilutive securities

See accompanying notes to financial
statements

F-4

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)CONDENSED STATEMENTS OF STOCKHOLDERS'EQUITY / (DEFICIT)FOR THE PERIOD FROM MARCH 26, 2007
    (INCEPTION) TO SEPTEMBER 30, 2008(Stated in US Dollars)


DeficitaccumulatedCommon
    stock
    
    Additional
    
    during the
    
    Total-----------------------------
    
    paid-in
    
    development
    
    stockholders'Shares
    
    Amount
    
    capital
    
    Stage
    
    equity/(deficit)----------
    
    -----------
    
    -----------
    
    ------------
    
    -------------Balance at March
    26, 2007
    -
    $
    -
    $
    -
    $
    -
    $
    -(inception)Issuance of
    founder shares forcash at $0.001 per
    share -March 28, 2007
    10,000,000
    
    10,000
    
    -
    
    -
    
    10,000Sale of shares for
    cash at $0.01per share - April,
    2007
    3,000,000
    
    3,000
    
    27,000
    
    -
    
    30,000Net loss
    -
    
    -
    
    -
    
    (38,799)
    
    (38,799)---------------
    
    ---------------
    
    ---------------
    
    ---------------
    
    --------------Balance at
    September 30, 2007
    13,000,000
    $
    13,000
    $
    27,000
    $
    (38,799)
    $
    1,201Sale of shares for
    cash at $0.02 per
    share - Feb - Mar 2008
    208,000
    
    208
    
    3,952
    
    -
    
    4,160Issuance of shares
    for services at $0.02 per share - Jul 7, 2008
    20,000
    
    -
    
    400
    
    -
    
    400Net loss
    -
    
    -
    
    -
    
    (49,952)
    
    (49,952)---------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ---------------Balance at
    September 30, 2008
    13,228,000
    $
    13,208
    $
    31,352
    $
    (88,751)
    $
    (44,191)===========
    
    ===========
    
    ===========
    
    ===========
    
    ===========


See accompanying notes to financial
statements

F-5

---

CHINA DIGITAL VENTURES CORPORATION(A DEVELOPMENT STAGE COMPANY)CONDENSED STATEMENTS OF CASH FLOWSFOR THE YEAR ENDED SEPTEMBER 30, 2008 AND
    FROM MARCH 26, 2007 (INCEPTION) TO 
    SEPTEMBER 30, 2008(Stated in US Dollars)


For the PeriodFor the Year
    
    from March 26,
    2007Ended
    
    (Inception) toSeptember30,
    2008
    
    September 30,
    2008-----------------------
    
    ------------------------Cash Flows from Operating
    Activities:Net Loss
    $
    (49,952)
    $
    (88,751)Adjustments to Reconcile Net Loss
    to Net Cash Usedin Operating Activities:Common
    stock issuance for services
    
    400
    
    400Changes in Assets and
    Liabilities:Increase in
    Accrued Expenses
    
    31,060
    
    33,060Decrease in
    Deposits and Other Payables
    
    (1,800)
    
    -Increase in
    Due to a director
    
    19,648
    
    19,648-------------------
    
    -------------------Net Cash Used in Operating Activities
    
    (644)
    
    (35,643)-------------------
    
    -------------------Cash Flows from Investing
    Activities:
    
    -
    
    --------------------
    
    -------------------Cash Flows from Financing
    Activities:Proceeds from Sale of
    Common Stock
    
    4,160
    
    44,160-------------------
    
    -------------------Net Cash Provided by Financing Activities
    
    4,160
    
    44,160-------------------
    
    -------------------Increase in Cash
    
    3,516
    
    8,517Cash - Beginning of
    Period
    
    5,001
    
    --------------------
    
    -------------------Cash - End of Period
    $
    8,517
    $
    8,517============
    
    ============Supplemental Disclosures of
    Cash Flow Information:Interest Paid
    $
    -
    $
    -============
    
    ============Income Taxes Paid
    $
    -
    $
    -============
    
    ============


See accompanying notes to financial
statements

F-6

---

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


NOTE 1
    ORGANIZATION


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


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


NOTE 2
    UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN


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


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


F-7

---

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


NOTE 3
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS


Basis of Presentation


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


Use of Estimates


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


Basic and Diluted Net Income (Loss) Per Share


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


Fair Value of Financial Instruments


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


Cash and Cash Equivalents


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


F-8

---

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


NOTE 3
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Website Development Costs


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


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


Income Tax


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


Foreign Currency Translation


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


F-9

---

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


NOTE 3
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Stock-based compensation


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


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


Issuance of shares for service


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


F-10

---

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


NOTE 3
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Revenue Recognition


The Company recognizes its revenue in accordance with the Securities and Exchange
    Commissions ("SEC")
    Staff Accounting Bulletin No.104,
    "Revenue Recognition in Financial Statements"("SAB104"). 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.


F-11

---

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


NOTE 3
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)


Recent PronouncementsIn February 2007, FASB issued Statement of Financial Accounting Standards No.
    ("SFAS") 159, "The Fair Value Option for Financial Assets and Financial
    Liabilities - Including an Amendment of FASB Statement No. 115" ("SFAS
    159"). SFAS 159 permits entities to choose to measure many financial instruments and
    certain other items at fair value. Entities that elect the fair value option will report
    unrealized gains and losses in earnings at each subsequent reporting date. The fair value
    option may be elected on an instrument-by-instrument basis, with a few exceptions. SFAS
    159 also establishes presentation and disclosure requirements to facilitate comparisons
    between entities that choose different measurement attributes for similar assets and
    liabilities. The requirements of SFAS 159 are effective for our fiscal year beginning on
    January 1, 2008. The Company does not anticipate that the adoption of this standard will
    have a material impact on these consolidated financial statements.In December 2007, the SEC issued Staff Accounting Bulletin No. 110 ("SAB 110").
    SAB 110 permits companies to continue to use the simplified method, under certain
    circumstances, in estimating the expected term of "plain vanilla" options beyond
    December 31, 2007. SAB 110 updates guidance provided in SAB 107 that previously stated
    that the Staff would not expect a company to use the simplified method for share option
    grants after December 31, 2007. Adoption of SAB 110 is not expected to have a material
    impact on the Company ' s consolidated financial statements.In December 2007, the Financial Accounting Standards Board issued Statement of Financial
    Accounting Standard ("SFAS") No. 160, "Noncontrolling Interests in
    Consolidated Financial Statements, an amendment of ARB No. 51". SFAS 160 establishes
    accounting and reporting standards for the noncontrolling interest in a subsidiary and for
    the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years, and interim
    periods within those fiscal years, beginning on or after December 15, 2008. As such, the
    Company is required to adopt these provisions at the beginning of the fiscal year ended
    December 31, 2009. The Company is currently evaluating the impact of SFAS 160 on its
    consolidated financial statements but does not expect it to have a material effect.In December 2007, the Financial Accounting Standards Board issued Statement of Financial
    Accounting Standard ("SFAS") No. 141(R), "Business Combinations ".
    SFAS 141(R) establishes principles and requirements for how the acquirer recognizes and
    measures in its financial statements the identifiable assets acquired, the liabilities
    assumed, an any noncontrolling interest in the acquiree, recognizes and measures the
    goodwill acquired in the business combination or a gain from a bargain purchase, and
    determines what information to disclose to enable users of the financial statements to
    evaluate the nature and financial effects of the business combination. SFAS 141(R) is
    effective for fiscal years, and interim periods within those fiscal years, beginning on or
    after December 15, 2008. As such, the Company is required to adopt these provisions at the
    beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating
    the impact of SFAS 141(R) on its consolidated financial statements but does not expect it
    to have a material effect.In March 2008, The Financial Accounting Standards Board ("FASB") issued SFAS No.
    161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is
    intended to improve financial reporting about derivative instruments and hedging
    activities by requiring enhanced disclosures to enable investors to better understand
    their effects on an entity's financial position, financial performance, and cash flows. It
    is effective for financial statements issued for fiscal years and interim periods
    beginning after November 15, 2008, with early application encouraged. The adoption of SFAS
    No. 161 is not expected to have a material effect on our consolidated financial position,
    results of operation or cash flows.In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
    Principles. SFAS 162 identifies the sources of accounting principles and the framework for
    selecting the principles to be used in the preparation of financial statements of
    nongovernmental entities that are presented in conformity with GAAP. SFAS 162 directs the
    GAAP hierarchy to the entity, not the independent auditors, as the entity is responsible
    for selecting accounting principles for financial statements that are presented in
    conformity with GAAP. SFAS 162 is effective 60 days following the SEC's approval of the
    Public Company Accounting Oversight Board amendments to remove the GAAP hierarchy from the
    auditing standards. SFAS 162 is not expected to have a material impact on the Company's
    financial statements.


F-12

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


NOTE 4
    COMMON STOCK


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


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


The Company filed a SB-2 Registration Statement with the United States Securities and
    Exchange Commission to register 3,500,000 shares of common stock for sale by the Company
    at $0.02 per share for gross proceeds of $70,000. In additional, the Company registered
    380,000 shares of commons stock held by existing shareholders for resale at $0.02 per
    share. The Company will not receive any proceeds with respect to the resale of shares held
    by existing shareholders. This SB-2 registration statement became effective on December
    28, 2007. In between February to March, 2008, the Company sold 208,000 common stock of the
    Company at $0.02 per share for $4,160. On May 14, 2008, the Company closed the offering
    under this Form SB-2 registration statement (no. 333-146727).On July 7, 2008, the Company issued 20,000 shares of the Company to a consultant for
    services at $0.02 per share for $400.


NOTE 5
    RELATED PARTY TRANSACTIONS


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


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


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


F-13

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


NOTE 6
    INCOME TAXES


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


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


September 302008$Net Loss
    
    
    
    88,751Expected Statutory Tax Rate
    
    
    
    35%-------------31,063Valuation Allowance
    
    
    
    (31,063)-------------Income Tax expense (recovery)
    
    
    
    -========


Significant components of the Company's deferred tax assets as of September 30,
2008 are as follows:

$US net operating loss carried
    forwards
    
    
    
    31,063Valuation Allowance
    
    
    
    (31,063)-------------Net Deferred Tax Assets
    
    
    
    -========


F-14

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


NOTE 7
    SUBSEQUENT EVENTS


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


F-15

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Exhibit 31Rule 13a-14(a)/15d-14(a)Certification of Chief Executive Officer and Chief Financial Officer of the CompanyI, HE Bing, certify that:1. I have reviewed this annual report on Form 10-K of China Digital Ventures Corporation;2. Based on my knowledge, this report does not contain any untrue statement of a material
    fact or omit to state a material fact necessary to make the statements made, in light of
    the circumstances under which such statements were made, not misleading with respect to
    the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information
    included in this report, fairly present in all material respects the financial condition,
    results of operations and cash flows of the small business issuer as of, and for, the
    periods presented in this report;4. The small business issuer's other certifying officer(s) and I are responsible for
    establishing and maintaining disclosure controls and procedures (as defined in Exchange
    Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:


(a)
    Designed such disclosure controls and procedures, or caused such disclosure controls and
    procedures to be designed under our supervision, to ensure that material information
    relating to the small business issuer, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during the period in which this
    report is being prepared;(b)
    Evaluated the effectiveness of the small business issuer's disclosure controls and
    procedures and presented in this report our conclusions about the effectiveness of the
    disclosure controls and procedures, as of the end of the period covered by this report
    based on such evaluation; and(c)
    Disclosed in this report any change in the small business issuer's internal control over
    financial reporting that occurred during the small business issuer's most recent fiscal
    quarter (the small business issuer's fourth fiscal quarter in the case of an annual
    report) that has materially affected, or is reasonably likely to materially affect, the
    small business issuer's internal control over financial reporting.


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


(a)
    All significant deficiencies and material weaknesses in the design or operation of
    internal control over financial reporting which are reasonably likely to adversely affect
    the small business issuer's ability to record, process, summarize and report financial
    information; and(b)
    Any fraud, whether or not material, that involves management or other employees who have a
    significant role in the small business issuer's internal control over financial reporting.


Date: December 24, 2008/s/ HE Bing-----------------------HE BingChief Executive Officer and Chief Financial
    Officer


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Exhibit 32


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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


(1)
    The Report fully complies with the requirements of Section 13(a) or 15(d) of the
    Securities Exchange Act of 1934, as amended; and(2)
    The information contained in the Report fairly presents, in all material respects, the
    financial condition and result of operations of the Company.


A signed original of this written statement required by Section 906 has been provided to
    China Digital Ventures Corporation, and will be retained by China Digital Ventures
    Corporation and furnished to the Securities and Exchange Commission or its staff upon
    request./s/ HE Bing--------------------------HE BingChief Executive Officer
    and Chief Financial OfficerDecember 24, 2008


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