UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 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, 2009
--------------------------------------------------------

( ) 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 registrant as specified in its charter)

Nevada
    98-0568076(State
    or other
    (I.R.S.
    Employerjurisdiction
    of
    Identification
    No.)incorporation
    or organization)


Unit
    603, 6/F., Malaysia Building, 50 Gloucester Road,
    Wanchai, Hong Kong
    -----------(Address
    of principal executive offices)
    (Zip
    Code)


+618 7123-2313
--------------------------------------------------------

(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
    Section 13 or Section 15(d) of the Act. 
    [   ] Yes [ x ] No


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


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


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


[ ]
    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 Rule 12b-2
    of the Act). [ x ]Yes [ ] No


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


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


As of December 30, 2009, there were 15,228,000 par value of $0.001 per share common stock
    of the Company issued and outstanding.


DOCUMENTS INCORPORATED BY REFERENCE


Exhibits incorporated by reference are referred under Part IV.


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DEFINITIONS AND
    CONVENTIONS


References 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
    STATEMENTS


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


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


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TABLE OF CONTENTS

PART IITEM 1.
    Business
    1ITEM 1A.
    Risk Factors
    4ITEM 1B.
    Unresolved Staff Comments
    12ITEM 2.
    Properties
    13ITEM 3.
    Legal Proceedings
    13ITEM 4.
    Submission of Matters to a Vote of Security Holders
    13PARTIIITEM 5.
    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.
    Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosures
    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 I


ITEM 1.
    BUSINESS


General


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


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


The Company
    has 2 main subsidiary companies being:*
    China
    Integrated Media Corporation Limited ("CIMC" ) - Responsible for the management
    of the groups "Television" and "Brand Distribution" assets /
    operations; and;*
    Lead Concept
    Limited ("LCL") - Responsible for the management of the groups
    "Telecommunication" assets / operations.


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


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


China Integrated Media Corporation Limited
    ("CIMC")


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


Television


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


Brand
    Management


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


Lead Concept Limited ("LCL")


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


1

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Overview Telecom Market


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


China's telecom market is
    entering into a stable growing adjustment period as its growth rate slowed down during the
    first half of 2008. According to the statistics from the Ministry of Information Industry,
    the total business volume of telecom industry reached USD100 billion (RMB742 billion), up
    26.1%.


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


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


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


Telecom Services


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


CDVC has secured the
    domain namewww.ngndial.com and has been beginning the
    development of its website and online e-commerce platform. CDVC has completed the first
    phase of its development for call back service and initiation through the internet.
    However, we still need to prepare the development of the payment gateway so as to be a
    fully capable e-commerce platform.


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


2

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The Company
    anticipates materializing a direct marketing and sales strategy on the development of a
    network of resellers and independent sales representatives. Some other strategies include
    but are not limited to:*
    Distinctive
    Telecom Service offerings;*
    Tiered costing
    models based on volume and purchase frequency; and*
    Prizes,
    additional compensation and other incentive programs for top resellers' sales people.


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


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


Television


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


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


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


The Company
    focuses its Television interest in the following areas:*
    "TV
    Channels " - responsible for managing the group's current TV operations and to pursue
    new opportunities in the areas of Internet Protocol Television, Satellite TV, Video on
    Demand and Mobile TV;*
    "Advertising
    " - responsible for pursuing TV Advertising to service our own TV channels /
    operations and the buying and selling of airtime for other TV channels; and*
    "Content
    Provisioning - responsible for production of our own content that will be made available
    to service our own TV channels / operations, sales of our production content to other TV
    channels / operations in China and abroad and partner with existing content houses to
    service our own TV channels / operations.


Brand Distribution


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


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


3

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General


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


Employees


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


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.


4

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ITEM 1A. RISK FACTORS


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


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


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


CDVC 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 by direct sales with modest revenue generated, there can be no assurance
    that CDVC will ever reach a level of profitability. The revenue and income potential of
    CDVC's proposed business and operations is unproven, and the lack of operating history
    makes it difficult to evaluate the future prospects of the business.


CDVC'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 advance business in the brand management
    business and content provisioning business. The Company is a development stage business
    with limited service offerings and has limited assets totaling $212,666 as of September
    30, 2009. In addition, CDVC will be subject to numerous risks, expenses, and difficulties
    typically encountered in the development of new business. There is no assurance that
    CDVC's anticipated business will ever be successful or profitable.


5

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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 various factors, many of
    which are outside of our control, including, but not limited to:*
    Demand for and
    market acceptance of web based telecommunications products, brand management and content
    provisioning business;*
    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 were not
    successful in meeting these challenges and addressing the risks and uncertainties
    associated with operating a business with limited funds, CDVC would fail and any
    investment made in the common stock would significantly decline in value or be completely
    lost.


6

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


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


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


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


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


7

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


As of September 30, 2009
    the Company had $36,227 of cash on hand and available.


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


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


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


CDVC will face
    intense competition from other businesses that sell and distribute telecom services,
    including but not limited to Internet distributors and telecom services providers. The
    competitors will have longer operating histories, greater brand name recognition, and
    larger installed customer bases. Competition will pose the following hurdles to the
    success of CDVC:*
    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 Mr. Con Unerkov, its President and
    Director and Mr. Bing He, its Director and CFO. CDVC does not have an employment agreement
    with its officers or directors, and as a result there is no assurance that Con Unerkov
    will continue to manage CDVC in the future. The loss of the services of its
    Officer, or in the future any key employees would have a material adverse impact on the
    further development of CDVC's business.


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 director of the Company.


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


Currently, Wireless One
    International Limited owns about 70.26% of CDVC's issued and outstanding common stock. As
    a result, they have significant control on the outcome of all matters submitted to a vote
    by stockholders, which may include the election of directors, amendments to the
    certificate of incorporation, and approval of significant corporate transactions.


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


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


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


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


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.


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.


11

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


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


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


Issuer ' s Repurchase Of Equity Securities


None.


Holders


On December 30, 2009, the Company had 67
    holders of record of our Common Stock.


Dividends


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


Stock Options


Currently, there are no stock options
    outstanding.


ITEM 6. SELECTED FINANCIAL DATA


A registrant that qualifies as a smaller
    reporting company is not required to provide the information required by this item.
 14   ITEM 7. MANAGEMENT'S
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


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


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


Company Overview


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


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


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


Results of Operations


FOR THE YEAR ENDED SEPTEMBER 30, 2009 AND
    2008 FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO SEPTEMBER 30, 2008


REVENUES


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


The Company has realized
    revenue of $11,951 for the year ended September 30, 2008. The Company incurred a cost of
    revenue of $6,279, achieving a gross profit of $5,672 for the year ended September 30,
    2008. All this revenue was derived from the telecom business.


For the period from March 26, 2007 (date of
    inception) to September 30, 2009, the Company realized revenue of $30,785, incurred a cost
    of revenue of $15,411 and achieved a gross profit of $15,374


Overall the revenue has
    been increasing. However, in the coming fiscal year, we expect a drop off in the revenue
    in this sector due to the intense competition of the telecom business in China. China will
    abolish roaming charges for telecom calls thereby making it more difficult to sell value
    added services based on price proposition. The Group will put more efforts into developing
    other revenue stream in brand management and general advertising services with our new
    subsidiary in Australia.
 15  OPERATING EXPENSES


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


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


For the period from March
    26, 2007 (date of inception) to September 30, 2009, the accumulated gross profit was
    $15,374, the total operating expenses was $177,562 which was all selling, general and
    administrative expenses and had $851 in interest expenses, $152 in interest income, $903
    in other income and loss attributable to minority interest of $9,975 and resulting in an
    accumulated net loss to our shareholders of $152,009.


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


Capital Resources and Liquidity


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


We may have to raise funds
    to pay for our expenses. We may have to borrow money from shareholders or issue debt or
    equity or enter into a strategic arrangement with a third party. There can be no assurance
    that additional capital will be available to us. We currently have no agreements,
    arrangements or understandings with any person to obtain funds through bank loans, lines
    of credit or any other sources. Since we have no such arrangements or plans currently in
    effect, our inability to raise funds for our operations will have a severe negative impact
    on our ability to remain a viable company.


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  Plan of Operations - General


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


As of September 30, 2009
    CDVC had $36,227 of cash on hand. Management believes this amount will not satisfy the
    cash requirements of CDVC for the next twelve months or until such a time additional
    proceeds are raised. CDVC plans to satisfy our future cash requirements by additional
    equity financing in the form of private placements of common stock. There can be no
    assurance that CDVC will be successful in raising additional equity financing, and thus,
    be able to satisfy our future cash requirements, which primarily consist of working
    capital directed towards the development of the telecom and mobile devices advertising
    business, as well as legal and accounting fees. CDVC depends upon capital to be derived
    from future financing activities such as offerings of our stock. Management believes that
    if subsequent private placements are successful, CDVC will be able to generate more
    revenues from online sales of telecom services and mobile devices advertising services,
    and achieve market adoption within the following twelve to fifteen months thereof.
    However, investors should be aware of it.


As of September 30, 2009,
    CDVC has generated sales resulting in a gross profit of approximately $9,502. All
    additional proceeds received by CDVC were a result of the sale of its common stock.


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


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


Management
    anticipates the following steps and related expenses within the next twelve months:1)
    Ongoing
    development of the website. Management is continuing making improvements to the services
    on the website.2)
    Focus on the
    brand management business in Australia.3)
    Continue the
    development of the contents for the IPTV platform in China.4)
    Start the Home
    Shopping Channel and Sport Channel on the IPTV Platform


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


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


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


CDVC will also commence
    the development of contents for two additional IPTV channels. Depending on available
    resources we expect to launch these two channels in the first half of 2010.
 17  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:*
    Problems may
    arise during the development of the Internet website with the programming and testing that
    management cannot overcome, creating a time delay and additional costs; and*
    CDVC may find
    that potential financiers are unreceptive to its business plan and provide no options to
    raise the additional capital required to funds its marketing campaign.


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.


The Company will seek
    additional avenue to raise funds from the markets in Australia through its subsidiary. The
    Company will be formulating the plan in the coming quarter and will look at raising funds
    in the first half in 2010 from the Australia capital market.
 18  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   ITEM 8. FINANCIAL STATEMENTS AND
    SUPPLEMENTARY DATA


Consolidated Financial Statements


Please see page F-1 through F-18 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


Disclosure Controls and Procedures


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


Based upon that evaluation, our Management
    has concluded that, as of September 30, 2009, our disclosure controls and procedures were
    not effective in timely alerting management to the material information relating to us (or
    our consolidated subsidiaries) required to be included in our periodic filings with the
    SEC.


Internal Control over Financial Reporting


(a) Management's Annual Report on Internal
    Control Over Financial Reporting


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


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


Our management, with the
    participation of its CEO and President, assessed the effectiveness of our internal control
    over financial reporting as of September 30, 2009. In making this assessment, we used the
    criteria set forth by the Committee of Sponsoring Organizations of The Treadway Commission
    (COSO) in Internal Control-Integrated Framework. Based on that assessment under such
    criteria, management concluded that our internal controls over financial reporting were
    not effective as of September 30, 2009 due to control deficiencies that constituted
    material weaknesses. A material weakness is a control deficiency, or combination of
    control deficiencies, such that there is a reasonable possibility that a material
    misstatement of the annual or interim financial statements will not be prevented or
    detected on a timely basis.
  20  In the course of making
    our assessment of the effectiveness of internal controls over financial reporting, we
    identified one material weakness in our internal control over financial reporting. This
    material weakness consisted of inadequate staffing within the accounting operations of our
    Company. The small number of employees who are responsible for accounting functions (more
    specifically, one) prevents us from segregating duties within our internal control system.
    The inadequate segregation of duties is a weakness because it could lead to the untimely
    identification and resolution of accounting and disclosure matters or could lead to a
    failure to perform timely and effective reviews.


We are in the process of developing and
    implementing remediation plans to address our material weaknesses.


Management has
    identified specific remedial actions to address the material weaknesses described above:*
    Improve the
    effectiveness of the accounting group by continuing to augment our existing resources with
    additional consultants or employees to improve segregation procedures and to assist in the
    analysis and recording of complex accounting transactions and preparation of tax
    disclosures. We plan to mitigate the segregation of duties issues by hiring additional
    personnel in the accounting department once we have achieved positive cash flow from
    operations, and/or have raised significant additional working capital.*
    Improve
    segregation procedures by strengthening cross approval of various functions including cash
    disbursements and quarterly internal audit procedures where appropriate.


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


Changes in Controls and Procedures


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


Attestation Report of the Registered
    Public Accounting Firm


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


ITEM 9B. OTHER INFORMATION


None.
  21   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 has
    served in the same capacity with CDVC.
 Name
    Age
    Term
    Served
    Title--------------
    ------
    -------------
    -------------------------Con UNERKOV
    40
    Since
    May 26, 2009
    President,
    Chief Executive Officer and DirectorBing HE
    34
    Since
    inception
    Director,
    Treasurer and Chief Financial OfficerNing HE
    41
    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. Con UNERKOV: Mr.
    Unerkov was appointed as Director, President, and Chief Executive Officer on May 26, 2009.
    Prior to his appointment, Mr. Unerkov held senior management and consulting roles in a
    wide range of industries from Telecommunications, Banking and Finance, Transport and
    Government, and most recently was the Chairman and CEO of various telecommunication
    companies in Asia. Mr. Unerkov is also chairman and director of China Media Group
    Corporation (symbol: chmd.ob), a Texas incorporated company that engages in media and
    advertising businesses in China. Mr. Unerkov is a graduate of the University of South
    Australia.


Mr. Bing HE (or Bin
    HE): Mr. HE is the founder of China Digital Ventures Corporation and has acted as our
    President, Treasurer, Secretary and Director on March 27, 2007. He was appointed as Chief
    Financial Officer and Chief Executive Officer and Principal Accounting Officer on April 1,
    2007. On May 26, 2009, Mr. HE stepped down as President and Chief Executive Officer, and
    was replaced by Mr. Con Unerkov. Mr. Bing HE has been working as the General Manager for a
    telecommunication company, namely GuangZhou Yuying Communication Equipment Co., Ltd.
    ("Yuying"), in China for the past 5 years. Yuying is engaged in the business of
    supplying telecom and related equipment to businesses and homes in the Guangdong province
    in China. During this time, he has been involved in all aspects of the operation including
    marketing, sales, technical and financial of the telecommunication company. Mr. HE has a
    Bachelor of Engineering degree from Hubei TV and Radio University.


Mr. Ning HE: Ms. HE
    was appointed as Secretary and Director of the Company on June 30, 2008. For the past 5
    years, Ms. Ning He has been the Accounts Supervisor, who is responsible in the areas of
    accounting and office administration for GuangZhou Yuying Communication Equipment Co.,
    Ltd., a company engaged in the business of supplying telecom and related equipment to
    businesses and homes in the Guangdong province in China.


Currently CDVC has 3
    employees other than the current officers and directors, Mr. Con Unerkov, Mr. Bing HE and
    Ms. Ning HE.
 22  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 2010. 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


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


Code of Ethics


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


Financial Expert


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  Section16(a) Beneficial Ownership
    Reporting Compliance.


Section 16(a) of the
    Securities Exchange Act of 1934, as amended, requires our directors and executive
    officers, and persons who beneficially own more than ten percent of our common stock, to
    file reports of ownership of common stock and other equity securities of our company with
    the Securities and Exchange Commission. Officers, directors and more than ten percent
    stockholders are required by Commission regulation to furnish us with copies of all
    Section 16(a) reports they file. To our knowledge, based solely on review of the copies of
    these reports furnished to us during 2009, all required Section 16(a) reports for our
    directors, officers and beneficial owners of ten percent of our outstanding stock were
    filed on a timely basis.


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 ($)
    All
    Other Compensation ($)----------
    -------
    ------
    ------
    --------------
    --------------------
    -----------------
    ----------
    ------------Con Unerkov (1)
    2009
    0
    0
    0
    0
    0
    0
    0Bing HE (2)
    2008
    6,000
    0
    0
    0
    0
    0
    02009
    6,000
    0
    0
    0
    0
    0
    0Ning HE (3)
    2008
    0
    0
    0
    0
    0
    0
    02009
    0
    0
    0
    0
    0
    0
    0
 (1)
    Mr. Con Unerkov was appointed as President, Director and Chief Executive Oficer of CDVC on
    May 26, 2009. Mr. Unerkov received no salary or compensation for 2009.(2)
    Mr.
    Bing HE stepped down as President and Chief Excutive Officer of CDVC. As at today, Mr. He
    is a Director, Treasurer, and Chief Financial Officer of CDVC.(3)
    Ms.
    Ning HE is a Director and Secretary of CDVC. Ms. Ning HE is a sister of Mr. Bing HE.
 24  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, 2009.
 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
    (#)---------------
    -------------
    ---------------
    -------------
    ----------
    ---------
    -------
    --------
    ---------
    ---------Con Unerkov
    -
    -
    -
    -
    -
    -
    -
    -
    -Bing
    He
    -
    -
    -
    -
    -
    -
    -
    -
    -Ning
    He
    -
    -
    -
    -
    -
    -
    -
    -
    -
 Compensation of Directors


The table below summarizes all compensation
    of our directors as of September 30, 2009.
 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
    ($)---------
    --------
    ------
    --------
    --------
    ---------
    ---------
    -------Con
    Unerkov
    -
    -
    -
    -
    -
    -
    -Bing He
    -
    -
    -
    -
    -
    -
    -Ning He
    -
    -
    -
    -
    -
    -
    -
 Narrative Disclosure to the Director Compensation Table


As of September 30, 2009,
    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 as of September 30, 2009.
 Name and Position
    Shares
    Percent
    SecurityWireless One
    International Limited*
    10,700,000 (direct)
    70.2%
    CommonBing HE
    CFO and Director
    5,457,000 (indirect)
    35.8%
    CommonIntek Solutions Pty.
    Limited
    5,243,000 (indirect)
    34.4%
    CommonCon Unerkov
    President and Director
    5,243,000 (indirect)
    34.4%
    CommonNing HE
    800,000 (direct)
    5.2%
    CommonOfficers and
    Directors as a Group
    11,500,000 (direct
    and indirect)
    75.5%
    Common


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


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


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


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


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


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


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.


In July 2009, the Company
    closed the acquisition of China Integrated Media Corporation Limited ( "CIMC").
    As part of the agreement, the Company issued 2 million shares in exchange for 19,200,000
    shares in CIMC.
 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.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
    SERVICES


AUDIT FEES. The aggregate
    fees billed in each of the fiscal years ended September 30, 2009 and 2008 for professional
    services rendered by the principal accountant for the audit of our annual financial
    statements and review of the financial statements included in our Form 10-K or services
    that are normally provided by the accountant in connection with statutory and regulatory
    filings or engagements as well as registration statement filings for those fiscal years
    were $2,000.


AUDIT-RELATED FEES. The
    aggregate fees billed for services reasonably related to the performance of the audit or
    review of the financial statements outside of those fees disclosed above under "Audit
    Fees" for fiscal years 2009 and 2008 was $1,500.


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


ALL OTHER FEES. None.


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.
 27   PART
    IV


ITEM 15. EXIBITS, FINANCIAL STATEMENT
    SCHEDULES
 (a)
    Index to Financial Statements and
    Financial Statement Schedules


Independent Auditor ' s Report.Consolidated Balance
    Sheets as of September 30, 2009 and 2008.Consolidated Statements of
    Operations for the year ended September 30, 2009 and 2008 and from March 26, 2007
             (Inception) to September 30, 2009.Consolidated Statements of
    Stockholders' Equity from March 26, 2007 (Inception) to September 30, 2009Consolidated Statements of Cash
    Flows for the year ended September 30, 2009 and 2008 and from March 26, 2007
             (Inception) to September 30, 2009.Notes to the Consolidated
    Financial Statements.
 (c)
    Exhibits.


3.1
    Articles of Incorporation(1)3.2
    Bylaw (1)10.1
    A letter agreement for the Loan
    Advance dated September 30, 2009 from Mr. Bing He (2)31.1
    Rule 13a-14(a)/15d-14(a)
    Certification of Chief Executive Officer of the Company31.2
    Rule 13a-14(a)/15d-14(a)
    Certification of Chief Financial Officer of the Company32.1
    Section 1350 Certification by
    Chief Executive Officer32.2
    Section 1350 Certification by
    Chief Financial Officer


(1)
    Incorporated by reference from Registrant's Form SB-2 filed with the SEC on October 16,
    2007.(2)
    Incorporated by reference from
    Registrant's Amendment No. 2 to Form 10/K filed with the SEC on November 20, 2009.
 29   SIGNATURES


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


China Digital Ventures Corporation
    a Nevada corporation


Date: January 12, 2010
    By /s/ Con Unerkov
    ---------------------------------------
    Con Unerkov
    Chairman of the Board
    Principal Executive OfficerDate: January 12, 2010
    By /s/ Bing HE
    ---------------------------------------
    Bing He
    Principal Financial Officer


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.
 Date: January 12, 2010
    By /s/ Con Unerkov
    ---------------------------------------
    Con Unerkov
    Chairman of the Board
    President, CEO, and Director
    Principal Executive OfficerDate: January 12, 2010
    By /s/ Bing HE---------------------------------------Bing HeTreasurer, CFO, and DirectorPrincipal Financial OfficerDate: January 12, 2010
    By /s/ Ning HE
    ---------------------------------------
    Ning He
    Secretary, Director


30  China Digital Ventures
    Corporation(A Development Stage Company)
    Financial Statements
    For the Year Ended September 30, 2009


Table of Contents
    PageIndependent
    Auditor' s Report
    F1


Consolidated
    Balance Sheets as of September 30, 2009 and 2008
    F2


Consolidated
    Statements of Operations for the year ended September 30, 2009 and 2008 and from March 26,
    2007 (Inception) to September 30, 2009
    F3


Consolidated
    Statements of Stockholders' Equity from March 26, 2007 (Inception) to September 30, 2009
    F4


Consolidated
    Statements of Cash Flows for the year ended September 30, 2009 and 2008 and from March 26,
    2007 (Inception) to September 30, 2009
    F5Notes to Consolidated Financial
    Statements
    F6 - F18


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 WONGB.Soc., Sc., ACA., LL.B.,
    C.P.A.(Practising)
 To the Stockholders and Board of Directors
    China Digital Ventures CorporationIndependent Auditor's ReportWe have audited the
    accompanying consolidated balance sheets of China Digital Ventures Corporation, a
    development stage company, ("the Group" ) as of September 30, 2009 and 2008 and
    the related consolidated statements of operations, stockholders' equity and cash flows for
    the year ended September 30, 2009 and 2008 as well as the period from March 26, 2007 (date
    of inception) to September 30, 2009. These financial statements are the responsibility of
    the Group'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 standards of the Public Company Accounting Oversight
    Board (United State). 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
    consolidated financial statements referred to above present fairly, in all material
    respects, the consolidated financial position of China Digital Ventures Corporation as of
    September 30, 2009 and 2008, and the results of its operations and its cash flows for the
    year ended September 30, 2009 and 2008 as well as the period from March 26, 2007 (date of
    inception) to September 30, 2009, in conformity with accounting principle generally
    accepted in the United States of America.The Group's consolidated
    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 Group has accumulated
    deficit as at September 30, 2009 of $152,009 including net loss of $63,258 for the year
    ended September 30, 2009. These factors as discussed in Note 2 to the consolidated
    financial statements, raises substantial doubt about the Group's ability to continue as a
    going concern. Management's plans in regard to these matters are also described in Note 2.
    The consolidated financial statements do not include any adjustments that might result
    from the outcome of this uncertainty.
 Hong Kong
    Albert Wong & CoJanuary 12,
    2010
    Certified Public
    Accountants
 F-1  CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    CONSOLIDATED BALANCE SHEETS
    AS AT SEPTEMBER 30, 2009 AND 2008
    (Stated in US Dollars)
 Note
    
    2009
    
    2008ASSETSCurrent assetsCash and cash equivalents
    
    
    
    36,227
    
    8,517Accounts receivable
    
    
    
    154
    
    -Other receivable
    
    
    
    2,884
    
    -Loan receivable
    
    6
    
    14,049
    
    -Amount due from director
    
    5
    
    7,104
    
    -Deposits
    
    7
    
    124,801
    
    -Inventory - resalable goods
    
    
    
    1,585
    
    -Total current assets
    
    
    
    186,804
    
    8,517Non-Current assetsProperty and equipment, net
    
    8
    
    11,960
    
    -Goodwill
    
    12
    
    13,902
    
    -Total non-current assets
    
    
    
    25,862
    
    -Total assets
    
    
    
    212,666
    
    8,517LIABILITIES AND STOCKHOLDERS'
    EQUITYCurrent liabilitiesOther payable
    
    
    
    179,727
    
    -Loan payable
    
    9
    
    36,814
    
    -Accrued expenses
    
    
    
    40,087
    
    33,060Amount due to director
    
    5
    
    26,498
    
    19,648Total current liabilities
    
    
    
    283,126
    
    52,708Minority interest
    
    
    
    (2,091)
    
    -Stockholders' equityCommon stock, $0.001 par value, 
           75,000,000 shares authorized, 15,228,000 
           (2008: 13,228,000) shares issued and 
           outstanding
    
    4
    
    15,228
    
    13,208Additional paid up capital
    
    4
    
    69,332
    
    31,352Accumulated deficit during the
    development stage
    
    
    
    (152,009)
    
    (88,751)Comprehensive loss
    
    
    
    (920)
    
    -Total stockholders' deficit
    
    
    
    (68,369)
    
    (44,191)Total liabilities and
    stockholders' equity
    
    
    
    212,666
    
    8,517
 See accompanying notes to
    the financial statements


F-2
  CHINA
    DIGITAL VENTURES CORPORATION(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF
    OPERATIONFOR THE YEAR ENDED SEPTEMBER
    30, 2009 AND 2008AND FROM MARCH 26, 2007
    (INCEPTION) TO SEPTEMBER 30, 2009(Stated in US Dollars)
 For the Year
    Ended
    September 30,
    2009
    
    For the Year
    Ended
    September 30,
    2008
    
    For the Period
    from March 26,
    2007 (Inception)
    to September 30
    2009Net Revenues
    $
    18,034
    $
    11,951
    $
    30,785Cost of Revenues
    
    8,532
    
    6,279
    
    15,411Gross Profits
    
    9,502
    
    5,672
    
    15,374Other General and
    Administrative Expenses
    
    82,943
    
    55,620
    
    177,562Loss from Operations
    
    (73,441)
    
    (49,948)
    
    (162,188)Other Income /
    (Expenses)Interest income
    
    152
    
    -
    
    152Other income
    
    903
    
    -
    
    903Interest expenses
    
    (847)
    
    (4)
    
    (851)Net loss before
    minority interest
    
    (73,233)
    
    (49,952)
    
    (161,984)Minority interest
    
    9,975
    
    -
    
    9,975Net Loss
    
    (63,258)
    
    (49,952)
    
    (152,009)Other
    comprehensive loss 
    Foreign currency translation loss
    
    (920)
    
    -
    
    (920)Comprehensive Loss
    $
    (64,178)
    $
    (49,952)
    $
    (152,929)Weighted Average
    Basic and Diluted Shares Outstanding
    
    13,704,712
    
    13,128,251
    
    13,222,155Loss Per Share-basic
    and diluted
    $
    (0.00)
    $
    (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-3  CHINA
    DIGITAL VENTURES CORPORATION(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF
    STOCKHOLDERS'EQUITYFOR THE PERIOD FROM MARCH 26,
    2007 (INCEPTION) TO SEPTEMBER 30, 2009(Stated in US Dollars)
 DeficitaccumulatedAdditional
    
    
    
    during the
    
    TotalCommon
    stock
    
    paid-in
    
    Comprehensive
    
    development
    
    stockholders'Shares
    
    Amount
    
    capital
    
    Loss
    
    Stage
    
    equity/(deficit)Balance
    at March 26, 2007(inception)
    -
    $
    -
    $
    -
    $
    -
    $
    -
    $
    -Issuance
    of founder shares for cash at $0.001 per share -
    
    
    
    
    
    
    -
    
    -
    
    -March
    28, 2007
    10,000,000
    
    10,000
    
    -
    
    -
    
    -
    
    10,000Sale
    of shares for cash at $0.01 per 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)Issuance
    of shares for acquisition of subsidiary
    2,000,000
    
    2,000
    
    38,000
    
    -
    
    -
    
    40,000Comprehensive
    loss
    -
    
    -
    
    -
    
    (920)
    
    -
    
    (920)Reclassification
    -
    
    20
    
    (20)
    
    -
    
    -
    
    -Net
    loss
    -
    
    -
    
    -
    
    -
    
    (63,258)
    
    (63,258)Balance
    at September 30, 2009
    15,228,000
    $
    15,228
    $
    69,332
    $
    (920)
    $
    (152,009)
    $
    (68,369)
 See accompanying notes to financial
statements F-4  CHINA DIGITAL
    VENTURES CORPORATION(A DEVELOPMENT
    STAGE COMPANY)CONSOLIDATED
    STATEMENTS OF CASH FLOWSFOR THE YEAR ENDED
    SEPTEMBER 30, 2009 AND 2008AND FROM MARCH 26,
    2007 (INCEPTION) TO SEPTEMBER 30, 2009(Stated in US
    Dollars)For
    the PeriodFor
    the Year
    
    For
    the Year
    
    from
    March 26, 2007Ended
    
    Ended
    
    (Inception)
    toSept 30, 2009
    
    Sept 30, 2008
    
    Sept 30, 2009Cash Flows from
    Operating Activities:Net Loss
    $
    (63,258)
    
    (49,952)
    
    (152,009)Adjustments to
    Reconcile Net Loss to Net Cash Used in Operating
    Activities:Depreciation
    
    799
    
    -
    
    799Minority interest
    
    (9,975)
    
    -
    
    (9,975)Common stock
    issuance for services
    
    -
    
    400
    
    400Changes in Assets
    and Liabilities:Increase in
    Account Receivable
    
    (154)
    
    
    -
    (154)Decrease in Other
    Receivables
    
    484
    
    
    -
    484Increase in Loan
    Receivable
    
    (1,227)
    
    -
    
    (1,227)Increase in
    Deposits
    
    (87)
    
    -
    
    (87)Increase in
    Inventory - resalable goods
    
    (1,239)
    
    -
    
    (1,239)Increase in amount
    due from director
    
    (7,104)
    
    -
    
    (7,104)Increase in
    Accrued Expenses
    
    6,629
    
    31,060
    
    39,689Increase /
    (decrease) in Other Payables
    
    32,487
    
    (1,800)
    
    32,487Increase in Loan
    Payable
    
    3,493
    
    -
    
    3,493Increase in Due to
    director
    
    2,407
    
    19,648
    
    22,055Net Cash Used in
    Operating Activities
    
    (36,745)
    
    (644)
    
    (72,388)Cash Flows from
    Investing Activities:Acquisition of
    subsidiary, net of cash
    
    75,650
    
    -
    
    75,650Purchase of
    property and equipment
    
    (10,275)
    
    -
    
    (10,275)Net Cash Provided by Investing Activities
    
    65,375
    
    
    -
    65,375Cash Flows from
    Financing Activities:Proceeds from Sale
    of Common Stock
    
    -
    
    4,160
    
    44,160Net Cash Provided by Financing Activities
    
    -
    
    4,160
    
    44,160Net
    increase in cash and cash equivalent
    
    28,630
    
    3,516
    
    37,147Effect of exchange
    rate changes on cash and cash equivalent
    
    (920)
    
    -
    
    (920)Cash - Beginning
    of Period
    
    8,517
    
    5,001
    
    -Cash - End of
    Period
    $
    36,227
    
    8,517
    
    36,227Supplemental
    Disclosures of Cash Flow Information:Interest Paid
    $
    847
    $
    4
    $
    851Income Taxes Paid
    $
    -
    $
    -
    $
    -
 See accompanying notes to financial
statements F-5  CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 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 Accounting
    Standards Codification ASC 915 "Development Stage Entity" formerly Statement of
    Financial Accounting Standard ("SFAS") NO. 7 "Accounting and Reporting for
    Enterprises in the Development Stage". The Company ' s office is located in
    Guangzhou, China and Adelaide, South Australia, and its principal business is to provide
    web-based telecom services, focusing on Greater China. The Company intends to focus on the
    telecom, media, and technology sector.


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


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.


Since March 26, 2007
    (inception) to September 30, 2009, the Company has generated revenue of $30,785 and has
    incurred an accumulated deficit of $152,009. As at September 30, 2009 its current
    liabilities exceed its current assets by $96,322. These financial statements do not
    include any adjustments relating to the classification of liabilities that might be
    necessary should the Company be unable to continue as a going concern. These factors noted
    above raise substantial doubts regarding the Company' s ability to continue as a going
    concern.


NOTE 3
    SUMMARY OF SIGNIFICANT
    ACCOUNTING POLICIES & REALIZATION OF ASSETS


Basis of Presentation


The accompanying unaudited
    interim financial statements have been prepared in accordance with accounting principals
    generally accepted in the United States of America and the rules of the U.S. Securities
    and Exchange Commission, and should be read in conjunction with the audited financial
    statements and notes thereto for the year ended September 30, 2009. They do not include
    all information and footnotes required by accounting principles generally accepted in the
    United States of America for complete financial statements. However, except as disclosed
    herein, there has been no material change in the information disclosed in the notes to the
    financial statements for the year ended September 30, 2009 included in the Company Form
    10-K filed with the Securities and Exchange Commission. In the opinion of management, all
    adjustments (consisting of normal recurring accruals) considered necessary for a fair
    presentation of financial position and results of operations for the interim period
    presented have been included. Operating results for the interim period are not necessary
    indicative of the results that may be expected for the respective full year.
 F-6  CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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


Principals of Consolidation


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


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


Name of Company
    Place of Incorporation
    Attributable InterestLead Concept Limited
    Hong Kong
    Direct 100%China Integrated Media
    Corporation Limited
    Australia
    Direct 76.8%China Television Corporation
    British Virgin Islands
    Indirect 76.8%CIMC Marketing Pty Limited
    Australia
    Indirect 76.8%Guangzhou HwaHe Culture &
    Media Company Limited
    China, Peoples, Republic of China
    Indirect 76.8%
 Use of Estimates


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


Basic and Diluted Net Income (Loss) Per
    Share


The Company computes net
    income (loss) per share in accordance with ASC 260 "Earnings Per Share" which
    codified SFAS No. 128. "Earnings per Share." ASC 260 requires presentation of
    both basic and diluted earnings per Share (EPS) on the face of the income statement. Basic
    EPS is computed by dividing net income (loss) available to common shareholders (numerator)
    by the weighted average number of shares outstanding (denominator) during the period.
    Diluted EPS gives effect to all dilutive potential common shares outstanding during the
    period using the treasury stock method and convertible preferred stock using the
    if-converted method. In computing diluted EPS, the average stock price for the period is
    used in determining the number of shares assumed to be purchased from the exercise of
    stock options or warrants. Diluted EPS excludes all dilutive potential shares if their
    effect is anti dilutive.
 Fair Value of Financial
    InstrumentsAccounting Standard
    Codification ASC 825 "Financial Instruments" codified Statement of financial
    accounting standard No. 107, Disclosures about fair value of financial instruments,
    requires that the Company 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-7  CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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


Property
    & equipmentProperty &
    equipment is stated at costs. Depreciation are computed using the straight-line method
    over the estimated economic useful lives of the related assets as follows:Computers
    5
    yearsFurniture,
    fixture and equipment
    5
    years


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


Website Development Costs


The Company recognizes the
    costs associated with developing a website in accordance with ASC 350-50 "Website
    Development Cost" that codified the American Institute of Certified Public
    Accountants ("AICPA") Statement of Position ("SOP") NO. 98-1,
    "Accounting for the Costs of Computer Software Developed or Obtained for Internal
    Use". Relating to website development costs the Company follows the guidance pursuant
    to the Emerging Issues Task Force (EITF) NO.00-2, "Accounting for Website Development
    Costs." The website development cost are divided into three stage, planning,
    development and production. The development stage can further be classified as application
    and infrastructure development, graphics development and content development, In short,
    website development cost for internal use should be capitalized except content input and
    data conversion in content development stage.


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


Income Tax


The Company accounts for
    income taxes under ASC 740 "Income Taxes" which codified SFAS 109,
    "Accounting for Income Taxes." under the asset and liability method of ASC 740,
    deferred tax assets and liabilities are recognized for the future tax consequences
    attributable to differences between the financial statements carrying amounts of existing
    assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
    are measured using enacted tax rates expected to apply to taxable income in the years in
    which those temporary differences are expected to be recovered or settled. Under ASC 740,
    the effect on deferred tax assets and liabilities of a change in tax rates is recognized
    in income in the period the enactment occurs. A valuation allowance is provided for
    certain deferred tax assets if it is more likely than not that the Company will not
    realize tax assets through future operations.


Foreign Currency Translation


The accounts of the
    Company's Hong Kong and China subsidiaries are maintained, in the Hong Kong dollars (HK)
    and Chinese Renminbi, respectively. Such financial statements are translated into U.S.
    Dollars (USD) in accordance with ASC 830 "Foreign Currency Translation" which
    codified Statement of Financial Accounts Standards ("SFAS") No. 52,
    "Foreign Currency Translation," with the respective currency as the functional
    currency. According to the Statement, all assets and liabilities were translated at the
    exchange rate on the balance sheet date, stockholder's equity are translated at the
    historical rates and statement of operations items are translated at the weighted average
    exchange rate for the year. The resulting translation adjustments are reported under other
    comprehensive income in accordance with Accounting Standard Codification ASC 220 that
    codified SFAS No. 130, "Reporting Comprehensive Income. As of September 30, 2009, the
    comprehensive loss was $64,178, and $49,952 in 2008, differences were immaterial.
 F-8  CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 3
    SUMMARY OF SIGNIFICANT
    ACCOUNTING POLICIES & REALIZATION OF ASSETS (Continued)


Revenue Recognition


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


Stock-based compensation


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


The Company accounts for
    stock-based compensation issued to non-employees and consultants in accordance with the
    provisions of ASC 505-50 "Equity - Based Payments to Non-Employees" which
    codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18
    ("EITF 96-18"), "Accounting for Equity Instruments that are Issued to Other
    Than Employees for Acquiring or in Conjunction with Selling, Goods or Services".
    Measurement of share-based payment transactions with non-employees shall be based on the
    fair value of whichever is more reliably measurable: (a) the goods or services received;
    or (b) the equity instruments issued. The fair value of the share-based payment
    transaction should be determined at the earlier of performance commitment date or
    performance completion date.


Issuance of shares for service


The Company accounts for
    the issuance of equity instruments to acquire goods and services based on the fair value
    of the goods and services or the fair value of the equity instrument at the time of
    issuance, whichever is more reliably measurable.
 Recent PronouncementsASC 105, Generally
    Accepted Accounting Principles ("ASC 105" ) (formerly Statement of Financial
    Accounting Standards No.168, The FASB Accounting Standards Codification and the
    Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement
    No.162) reorganized by topic existing accounting and reporting guidance issued by the
    Financial Accounting Standards Board ("FASB" ) into a single source of
    authoritative generally accepted accounting principles ("GAAP") to be applied by
    nongovernmental entities. All guidance contained in the Accounting Standards Codification
    ("ASC") carries an equal level of authority. Rules and interpretive releases of
    the Securities and Exchange Commission ("SEC") under authority of federal
    securities laws are also sources of authoritative GAAP for SEC registrants. Accordingly,
    all other accounting literature will be deemed "non-authoritative" . ASC 105 is
    effective on a prospective basis for financial statements issued for interim and annual
    periods ending after September15, 2009. The Company has implemented the guidance included
    in ASC 105 as of July1, 2009. The implementation of this guidance changed the Company's
    references to GAAP authoritative guidance but did not impact the Company's financial
    position or results of operations.
 F-9  CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3
    SUMMARY OF SIGNIFICANT
    ACCOUNTING POLICIES & REALIZATION OF ASSETS (Continued)
 Recent Pronouncements (Continued)ASC 855, Subsequent Events
    ("ASC 855") (formerly Statement of Financial Accounting Standards No.165,
    Subsequent Events) includes guidance that was issued by the FASB in May 2009, and is
    consistent with current auditing standards in defining a subsequent event. Additionally,
    the guidance provides for disclosure regarding the existence and timing of a company's
    evaluation of its subsequent events. ASC 855 defines two types of subsequent events,
    "recognized" and "non-recognized". Recognized subsequent events
    provide additional evidence about conditions that existed at the date of the balance sheet
    and are required to be reflected in the financial statements. Non-recognized subsequent
    events provide evidence about conditions that did not exist at the date of the balance
    sheet but arose after that date and, therefore; are not required to be reflected in the
    financial statements. However, certain non-recognized subsequent events may require
    disclosure to prevent the financial statements from being misleading. This guidance was
    effective prospectively for interim or annual financial periods ending after June 15,
    2009. The Company implemented the guidance included in ASC 855 as of April1, 2009. The
    effect of implementing this guidance was not material to the Company's financial position
    or results of operations.


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


ASC 805, Business
    Combinations ("ASC 805") (formerly included under Statement of Financial
    Accounting Standards No. 141 (revised 2007), Business Combinations) contains guidance that
    was issued by the FASB in December 2007. It requires the acquiring entity in a business
    combination to recognize all assets acquired and liabilities assumed in a transaction at
    the acquisition-date fair value, with certain exceptions. Additionally, the guidance
    requires changes to the accounting treatment of acquisition related items, including,
    among other items, transaction costs, contingent consideration, restructuring costs,
    indemnification assets and tax benefits. ASC 805 also provides for a substantial number of
    new disclosure requirements. ASC 805 also contains guidance that was formerly issued as
    FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business
    Combination That Arise from Contingencies which was intended to provide additional
    guidance clarifying application issues regarding initial recognition and measurement,
    subsequent measurement and accounting, and disclosure of assets and liabilities arising
    from contingencies in a business combination. ASC 805 was effective for business
    combinations initiated on or after the first annual reporting period beginning after
    December 15, 2008. The Company implemented this guidance effective January 1, 2009.
    Implementing this guidance did not have an effect on the Company's financial position or
    results of operations; however it will likely have an impact on the Company's accounting
    for future business combinations, but the effect is dependent upon acquisitions, if any,
    that are made in the future.
 F-10  CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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


Recent Pronouncements (Continued)


ASC 810, Consolidation
    ("ASC 810") includes new guidance issued by the FASB in December 2007 governing
    the accounting for and reporting of noncontrolling interests (previously referred to as
    minority interests). This guidance established reporting requirements which include, among
    other things, that noncontrolling interests be reflected as a separate component of
    equity, not as a liability. It also requires that the interests of the parent and the
    noncontrolling interest be clearly identifiable. Additionally, increases and decreases in
    a parent's ownership interest that leave control intact shall be reflected as equity
    transactions, rather than step acquisitions or dilution gains or losses. This guidance
    also requires changes to the presentation of information in the financial statements and
    provides for additional disclosure requirements. ASC 810 was effective for fiscal years
    beginning on or after December15, 2008. The Company implemented this guidance as of
    January 1, 2009. The effect of implementing this guidance was not material to the
    Company's financial position or results of operations.


ASC 825, Financial
    Instruments ("ASC 825") includes guidance which was issued in February 2007 by
    the FASB and was previously included under Statement of Financial Accounting Standards
    No.159, The Fair Value Option for Financial Assets and Financial Liabilities Including an
    amendment of FASB Statement No.115. The related sections within ASC 825 permit a company
    to choose, at specified election dates, to measure at fair value certain eligible
    financial assets and liabilities that are not currently required to be measured at fair
    value. The specified election dates include, but are not limited to, the date when an
    entity first recognizes the item, when an entity enters into a firm commitment or when
    changes in the financial instrument causes it to no longer qualify for fair value
    accounting under a different accounting standard. An entity may elect the fair value
    option for eligible items that exist at the effective date. At that date, the difference
    between the carrying amounts and the fair values of eligible items for which the fair
    value option is elected should be recognized as a cumulative effect adjustment to the
    opening balance of retained earnings. The fair value option may be elected for each entire
    financial instrument, but need not be applied to all similar instruments. Once the fair
    value option has been elected, it is irrevocable. Unrealized gains and losses on items for
    which the fair value option has been elected will be reported in earnings. This guidance
    was effective as of the beginning of fiscal years that began after November15, 2007. The
    Company does not have eligible financial assets and liabilities, and, accordingly, the
    implementation of ASC 825 did not have an effect on the Company's results of operations or
    financial position.


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


Fair value guidance in ASC
    820 was initially effective for fiscal years beginning after November15, 2007 and for
    interim periods within those fiscal years for financial assets and liabilities. The
    effective date of ASC 820 for all non-recurring fair value measurements of nonfinancial
    assets and nonfinancial liabilities was fiscal years beginning after November15, 2008.
    Guidance related to fair value measurements in an inactive market was effective in October
    2008 and guidance related to orderly transactions under current market conditions was
    effective for interim and annual reporting periods ending after June 15, 2009.
 F-11  CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 3
    SUMMARY OF SIGNIFICANT
    ACCOUNTING POLICIES & REALIZATION OF ASSETS (Continued)
 Recent Pronouncements (Continued)The Company applied the
    provisions of ASC 820 to its financial assets and liabilities upon adoption at January 1,
    2008 and adopted the remaining provisions relating to certain nonfinancial assets and
    liabilities on January 1, 2009. The difference between the carrying amounts and fair
    values of those financial instruments held upon initial adoption, on January1, 2008, was
    recognized as a cumulative effect adjustment to the opening balance of retained earnings
    and was not material to the Company's financial position or results of operations. The
    Company implemented the guidance related to orderly transactions under current market
    conditions as of April1, 2009, which also was not material to the Company's financial
    position or results of operations.Recently Issued
    StandardsIn August 2009, the FASB
    issued ASC Update No.2009-05, Fair Value Measurements and Disclosures (Topic 820):
    Measuring Liabilities at Fair Value ("ASC Update No.2009-05"). This update
    amends ASC 820, Fair Value Measurements and Disclosures and provides further
    guidance on measuring the fair value of a liability. The guidance establishes the types of
    valuation techniques to be used to value a liability when a quoted market price in an
    active market for the identical liability is not available, such as the use of an
    identical or similar liability when traded as an asset. The guidance also further
    clarifies that a quoted price in an active market for the identical liability at the
    measurement date and the quoted price for the identical liability when traded as an asset
    in an active market when no adjustments to the quoted price of the asset are required are
    both Level 1 fair value measurements. If adjustments are required to be applied to the
    quoted price, it results in a level 2 or 3 fair value measurement. The guidance provided
    in the update is effective for the first reporting period (including interim periods)
    beginning after issuance. The Company does not expect that the implementation of ASC
    Update No.2009-05 will have a material effect on its financial position or results of
    operations.In September 2009, the
    FASB issued ASC Update No.2009-12, Fair Value Measurements and Disclosures (Topic 820):
    Investments in Certain Entities that Calculate Net Asset Value per Share (or Its
    Equivalent) ("ASC Update No.2009-12"). This update sets forth guidance on
    using the net asset value per share provided by an investee to estimate the fair value of
    an alternative investment. Specifically, the update permits a reporting entity to measure
    the fair value of this type of investment on the basis of the net asset value per share of
    the investment (or its equivalent) if all or substantially all of the underlying
    investments used in the calculation of the net asset value is consistent with ASC 820. The
    update also requires additional disclosures by each major category of investment,
    including, but not limited to, fair value of underlying investments in the major category,
    significant investment strategies, redemption restrictions, and unfunded commitments
    related to investments in the major category. The amendments in this update are effective
    for interim and annual periods ending after December15, 2009 with early application
    permitted. The Company does not expect that the implementation of ASC Update No.2009-12
    will have a material effect on its financial position or results of operations.In June 2009, FASB issued
    Statement of Financial Accounting Standards No.167, Amendments to FASB Interpretation
    No.46(R)("Statement No.167" ). Statement No.167 amends FASB Interpretation
    No.46R, Consolidation of Variable Interest Entities an interpretation of ARB No.51
    ("FIN 46R") to require an analysis to determine whether a company has a
    controlling financial interest in a variable interest entity. This analysis identifies the
    primary beneficiary of a variable interest entity as the enterprise that has a) the power
    to direct the activities of a variable interest entity that most significantly impact the
    entity's economic performance and b) the obligation to absorb losses of the entity that
    could potentially be significant to the variable interest entity or the right to receive
    benefits from the entity that could potentially be significant to the variable interest
    entity. The statement requires an ongoing assessment of whether a company is the primary
    beneficiary of a variable interest entity when the holders of the entity, as a group, lose
    power, through voting or similar rights, to direct the actions that most significantly
    affect the entity's economic performance. This statement also enhances disclosures about a
    company's involvement in variable interest entities. Statement No.167 is effective as of
    the beginning of the first annual reporting period that begins after November 15, 2009.
    Although Statement No. 167 has not been incorporated into the Codification, in accordance
    with ASC 105, the standard shall remain authoritative until it is integrated. The Company
    does not expect the adoption of Statement No. 167 to have a material impact on its
    financial position or results of operations. F-12  CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 3
    SUMMARY OF SIGNIFICANT
    ACCOUNTING POLICIES & REALIZATION OF ASSETS (Continued)
 Recent Pronouncements (Continued)Recently Issued Standards (Continued)In June 2009, the FASB
    issued Statement of Financial Accounting Standards No.166, Accounting for Transfers of
    Financial Assets an amendment of FASB Statement No.140 ("Statement No.166"
    ). Statement No.166 revises FASB Statement of Financial Accounting Standards No. 140, Accounting
    for Transfers and Extinguishment of Liabilities a replacement of FASB Statement 125
    ("Statement No. 140" ) and requires additional disclosures about transfers of
    financial assets, including securitization transactions, and any continuing exposure to
    the risks related to transferred financial assets. It also eliminates the concept of a
    "qualifying special-purpose entity", changes the requirements for derecognizing
    financial assets, and enhances disclosure requirements. Statement No.166 is effective
    prospectively, for annual periods beginning after November 15, 2009, and interim and
    annual periods thereafter. Although Statement No.166 has not been incorporated into the
    Codification, in accordance with ASC 105, the standard shall remain authoritative until it
    is integrated. The Company does not expect the adoption of Statement No.166 will have a
    material impact on its financial position or results of operations.


NOTE 4
    COMMON STOCK


As of September 30, 2009,
    the Company has 75,000,000 shares authorized and 15,228,000 (2008: 13,228,000) shares
    issued and outstanding. The Company issued 2,000,000 shares for the acquisition of China
    Integrated Media Corporation Limited on July 6, 2009.


NOTE 5
    RELATED PARTY TRANSACTIONS


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


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


As of September 30, 2009
    and 2008, the amount due to director was $26,498 and $19,648 respectively. The amount due
    to director is unsecured, non-interest bearing and payable on demand.


As of September 30, 2009
    and 2008, the amount due from director was $7,104 and $nil, respectively. The amount due
    from director is unsecured, non-interest bearing and payable on demand


NOTE 6
    LOAN RECEIVABLE
 As of September 30, 2009,
    the Company has an outstanding unsecured loan receivable from Advance Tech Communications
    Sdn. Bhd. of $10,000 (2008: $nil), with annual interest rate of 6%. This debt was due on
    May 13, 2009. The Company recorded accrued interest of $4,049 for the year ended September
    30, 2009 (2008: $nil). On May 11, 2009, the Company extended the loan repayment to on or
    before December 31, 2009 and the loan was repaid in full on December 24, 2009.
 F-13  CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 7
    DEPOSITS
 Deposits are
    summarized as follows:As of September 30, 2009
    
    As of September 30, 2008US$
    
    US$Rental deposits
    
    284
    
    -Deposit for IPTV
    
    124,517
    
    -124,801
    
    -
 NOTE 8
    PROPERTY AND
    EQUIPMENT, NET
 Property and equipment is
    summarized as follows:
 As of September 30, 2009
    
    As of September 30, 2008Cost and
    Acquisition during year
    
    US$
    
    US$Computers
    
    13,403
    
    -Furniture, fixture
    and equipment
    
    1,434
    
    -14,837
    
    -Accumulated
    depreciation
    
    (2,877)
    
    -11,960
    
    -
 NOTE 9
    LOAN PAYABLE
 As at September 30, 2009,
    the Company has an outstanding unsecured loan payable to Intek Solutions Pty., Ltd. of AUD
    $40,000 equivalent to USD $35,293 (2008: $nil), with annual interest rate of 8%. This debt
    was due on September 18, 2009. The Company recorded accrued interest of $1,521 for the
    year ended September 30, 2009 (2008: $nil). On September 10, 2009, the Company has
    extended the loan to March 18, 2010.
 NOTE 10
    COMMITMENT AND CONTINGENCY
 The company has entered
    into two agreements for exclusive program production right acquisition from Sichuan Jin
    Peng Jin Ding Media Limited and for program production service from Hunan Education
    Television Station expiring March, 2019 and May, 2012 respectively. Total deposit paid as
    at September, 2009 amounted to $124,517 (NOTE 7).
 F-14  CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 10
    COMMITMENT AND CONTINGENCY
    (Continued)
 The Company's commitments
    for minimum payments under these contracts for the next five years and thereafter are as
    follows:
 Year ending September 30,2010
    
    
    $
    42,4832011
    
    
    
    13,1842012
    
    
    
    13,1842013
    
    
    
    13,1842014
    
    
    
    13,184Thereafter
    
    
    
    65,923$
    161,142


NOTE 11
    INCOME TAXES


No provision was made for
    income tax for the period from March 26, 2007 (Inception) to September 30, 2009 as the
    Company and its subsidiary had operating losses. In the period ended September 30, 2009,
    the Company and its subsidiary incurred net operating losses for tax purposes of
    approximately $105,967 and $46,042, respectively. Total net operating losses carried
    forward at September 30, 2009, (i) for Federal and State purposes were $105,967 and
    $105,967, respectively and (ii) for its entities outside of the United States were $46,042
    for the period ended September 30, 2009. The net operating loss carry-forward may be used
    to reduce taxable income through the year 2026. The availability of the Company's net
    operating loss carry-forwards is subject to limitation if there is a 50% or more change in
    the ownership of the Company's stock.


There was no significant
    difference between reportable income tax and statutory income tax. The gross deferred tax
    asset balance as of September 30, 2009 was approximately $26,277 of which $15,895 was for
    US federal income tax, $2,148 was for Hong Kong income tax, $5,686 was for China income
    tax and $2,548 was for Australia income tax. A 100% valuation allowance has been
    established against the deferred tax asset, as the utilization of the loss carry-forwards
    cannot reasonably be assured.


As reconciliation between the income taxes computed at the United States, Hong Kong, China
    and Australia statutory rate and the Group's provision for income taxes is as follows:September 30, 2009$United States
    federal income tax rate
    
    
    15%Valuation
    allowance - US federal income tax
    
    
    (15%)Provision for
    income tax
    
    
    -Hong Kong
    statutory rate
    
    
    16.5%Valuation
    allowance - Hong Kong Rate
    
    
    (16.5%)Provision for
    income tax
    
    
    -China statutory
    rate
    
    
    25%Valuation
    allowance - China Rate
    
    
    (25%)Provision for
    income tax
    
    
    -Australia
    statutory rate
    
    
    30%Valuation
    allowance - Australia Rate
    
    
    (30%)Provision for
    income tax
    
    
    -
 F-15  CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 12
    BUSINESS COMBINATION
 As announced in the Form
    8-K, on May 26, 2009 and further disclosed in our Form 10-Q/Amendment no.2 filed on
    November 20, 2009, the Company entered into a Sales and Purchase agreement (the
    "Purchase Agreement") to acquire 19,200,000 shares in and representing
    approximately the then 79.1% interests in China Integrated Media Corporation Limited
    ("CIMC"), a public company incorporated in Australia. On July 6, 2009, the
    Company closed this transaction and at the date of closing the Company then held 76.8% as
    CIMC issued some shares prior to the closing date. CIMC is in the business of television
    content provision and brand distribution business in China and Australia, respectively.
 The consideration for the
    acquisition is 2,000,000 shares of the Company's common stock valued at $40,000 based upon
    a share price of US$0.02 per share.
 Business Combination
 The purchase transaction
    details are as follows:
 Purchase price
    
    $
    40,000Cash
    
    75,650Current assets
    
    141,250Current liabilities
    
    (185,402)Property, plant and equipment
    
    2,484Minority interests
    
    
    (7,884)Goodwill
    
    $
    13,902
 Proforma financials


The accompanying pro forma
    condensed consolidated financial statements are provided for informational purposes only.
    The Pro Forma Consolidated Balance Sheet and Pro Forma Combined Statement of Operations
    are unaudited and are not necessarily indicative of the consolidated financial position
    which actually would have occurred if the above transaction had been consummated on June
    30, nor does it purport to present the operating results that would be achieved for future
    periods.


The Unaudited Pro-Forma
    Consolidated Financial Statement reflect financial information which gives pro-forma
    effect to the acquisition of 19,200,000 shares of CIMC in exchange for 2,000,000 shares of
    common stock of the Company.


The acquisition is to be
    recorded as a purchase acquisition. The Pro Forma Consolidated Balance Sheet included
    herein reflects the use of the purchase method of accounting for the above transaction.


Unaudited Pro Forma Consolidated Balance
    SheetThe acquisition was completed
    on July 6, 2009 and has been accounted for in the consolidated balance sheet presented in
    the Pro-Forma Condensed Consolidated Balance Sheet as at June 30, 2009.


Unaudited Pro Forma Consolidated Statement of
    OperationsThe Pro-Forma Combined
    Statement of Operations give effect to the above transaction as if it occurred on the
    earliest date of the period presented, i.e., September 30, 2010.
 F-16  CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 12
    BUSINESS COMBINBATION
    (CONTINUED)
  CHINA DIGITAL VENTURES CORPORATION
UNAUDITED PRO-FORMA 
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2009 $ASSETSCurrent assetsCash and cash equivalents
    
    
    
    83,407Accounts receivable
    
    
    
    2,056Loan receivable
    
    
    
    12,822Amount due from director
    
    
    
    4,089Deposits and other receivables
    
    
    
    81,103Inventory - resalable goods
    
    
    
    346Total current assets
    
    
    
    183,823Non-Current assets:Property and equipment, net
    
    
    
    2,484Goodwill
    
    
    
    11,760Total non-current assets
    
    
    
    14,244Total assets
    
    
    
    198,067LIABILITIES AND STOCKHOLDERS'
    EQUITYCurrent liabilitiesOther payable
    
    
    
    155,756Loan payable
    
    
    
    33,321Accrued expenses
    
    
    
    39,640Amount due to director
    
    
    
    29,264Total current liabilities
    
    
    
    257,981Minority interest
    
    
    
    (4,357)Stockholders' equityCommon
    stock, $0.001 par value, 75,000,000 shares
             authorized, 15,228,000 shares issued 
            and outstanding at June 30, 2009
    
    
    
    15,228Additional paid up capital
    
    
    
    69,332Accumulated deficit during the
    development stage
    
    
    
    (140,117)Total stockholders' deficit
    
    
    
    (55,557)Total liabilities and stockholders' equity
    
    
    
    198,067
 F-17  CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 12
    BUSINESS COMBINATION
    (CONTINUED)
  CHINA DIGITAL VENTURES CORPORATION
UNAUDITED PRO-FORMA 
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 30, 2009 ProformaconsolidatedUS$Net revenue
    
    17,893Cost of revenue
    
    8,532Gross profit
    
    9,361Other general and
    administrative expenses:
    
    69,990Loss from
    operations before other expense
    
    (60,629)Other expensesInterest expenses
    
    836Net loss before
    minority interests
    
    (61,465)Minority interests
    
    (10,099)Net loss
    
    (51,366)Other Comprehensive IncomeForeign currency translation
    gain
    
    0Comprehensive loss
    
    (52,367)Basic and diluted
    loss per common share
    
    (0.02)Basic and diluted
    weighted average number of common share
    
    15,228,000
 F-18