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

FORM 10-KSB

(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

For the fiscal year ended September 30,
2007
--------------------------------------------------------

(   ) 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: [
       ]



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


Room
    1001, No. 10 Building,
    Yumin Village, Heping Road,
    Luohu District, Shenzhen, China
    -----------(Address
    of Company's principal executive offices)
    (Zip
    Code)


+011 86 755 6157-8170--------------------------(Company's Telephone Number, Including Area Code)

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

Title
    of each class registered:
    -------------------------------
    None
    Name
    of each exchange on which registered:
    ------------------------------------------
    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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APPLICABLE ONLY TO CORPORATE ISSUERS

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


Check if
    there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is
    not contained in this form, and or disclosure will be contained, to the best of Company's
    knowledge, in definitive proxy or information statements incorporated by reference in Part
    III of this Form 10-KSB or any amendment to this Form 10-KSB.


State issuer's revenues for its
    most recent fiscal year. $800State the
    aggregate market value of the voting and non-voting common equity held by non-affiliates
    computed by reference to the price at which the common equity was sold, or the average bid
    and asked price of such common equity, as of a specified date within the past 60 days.
    (See definition of affiliate in Rule 12b-2 of the Exchange Act.) As of December 24, 2007,
    approximately $70,000.As of
    December 24, 2007, there were 13,000,000 par value of $0.001 per share common stock of the
    Company issued and outstanding.Documents
    incorporated by reference. There are no annual reports to security holders, proxy
    information statements, or any prospectus filed pursuant to Rule 424 of the Securities Act
    of 1933 incorporated herein by reference.Transitional
    Small Business Disclosure format (check one):


(
    ) Yes
    (
    X ) No


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




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FORWARD-LOOKING
    STATEMENTSThis 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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PART I

ITEM 1.
    DESCRIPTION OF BUSINESS


General


China Digital Ventures
    Corporation was incorporated on March 26, 2007 in the State of Nevada. CDVC is a
    development stage company that plans to sell telecom services through the internet and
    other telecom related services directly to the commercial marketplace and individual
    consumers. The Company plans to develop and market an e-commerce enabled website which
    will attract prospective clientele and distribution partners. The Company's mailing
    address in Hong Kong is 26 Floor, 88 Lockhart Road, Wanchai, Hong Kong. The telephone
    number of our principal executive office is +011 86-755-6157-8170.


Overview- Telecom Market


The world's largest
    mobile telecommunications market - China - has more mobile subscribers than the United
    States has citizens; the market boosts more than 500 million subscribers and is growing by
    5 million per month. Since the first half of 2007, China's communications industry has
    maintained stable and sound development. In the past few years, the Chinese government has
    established polices in the sprit 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 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. It is predicted that the number will surpass 550
    million in the second half of the year.




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


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


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


Internet Industry


The distribution of
    services over the Internet is one of the fastest growing business segments in the world.
    Management believes that with the proper marketing campaign, CDVC's e-commerce enabled
    website can develop into a profitable business selling telecom services.


Target Market


While the market for
    telecom services is large and competitive, management believes it has identified potential
    target market for its service offering. The primary target market identified is the
    individual consumer and businesses as well as membership bases internet and online
    communities and user groups, and other globally associations that has a focal point to
    China or Chinese related businesses and communities.




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Specifically, various
    Chinese internet and online communities and user groups and Overseas Chinese associations
    can be found in large cities in the United States or in the United Kingdom. In addition,
    many business operations and companies conduct business with Chinese companies and
    businesses, creating a valuable user group that will be able to utilize our online telecom
    platform.Management
    believes these groups of individuals is ideal targets to not only purchase our services,
    but to successfully market our services for a variety of reasons:


1.
    As
    members of a user group or association they are often provided attractive offers for their
    members. As such, the offer we are able to provide quality, reliable and cost competitive;
    and2.
    Overseas
    Chinese Association members and business owners dealing with Chinese businesses can use
    our service to reach their customers and business associates.


Based upon these factors
    management believes that internet or business user groups and associations would be a
    valuable and cost effective method for the distribution and sales of telecom services.
    Through this sales type approach, the user group members will be able to telecom services
    that they can sell to both their friends and corporate contacts that they may have. In
    effect, becoming resellers and independent sales agents and creating a network of
    customers, and for those interested that can also become sales agents as well.Furthermore,
    as part of its plans, CDVC will try to develop a volume based, decreasing pricing model as
    incentive to customers who can resale to their network of friends and associates.
    Management believes by taking this approach it will minimize the costs associated with
    marketing, specifically expenses related to sales personnel.MarketingCDVC is
    currently in the process of developing its second phase of its Internet website with full
    electronic commerce capabilities and functionality to assist the network of independent
    resellers and sales agents. The website's address is www.ngndial.com.
    CDVC plans to market its website by developing a network of resellers and independent
    sales representatives, which will primarily be reliant upon "word of mouth"and
    referral dynamics of the user group and association members. CDVC cannot provide any
    assurance that association membership marketing will be effective for its proposed
    business operations.The Company
    anticipates direct marketing and sales strategies towards development of a network of
    resellers and independent sales representatives. Some specific strategies include but are
    not limited to:


·
    Distinctive Telecom
    Service offerings;·
    Tiered costing
    models based on volume and purchase frequency; and·
    Prizes, additional
    compensation and other incentive programs for top resellers sales people.


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It is important to note
    that CDVC has not yet fully developed its website and there can be no assurance that CDVC
    will be able to implement any marketing campaigns and strategies successfully if and when
    the website becomes fully functional.The Company
    also anticipates listing its website with search engines (target lists) in order to expose
    its site to individuals and business that may become potential customers for the Company
    as well as to individuals whom may be interested in becoming an affiliate sales
    representative for CDVC.In addition
    to targeted lists, management plans to utilize targeted e-mail announcements, industry
    forums and corporate blog with information about CDVC products that can be sent to
    individual association members who have expressed an interest in receiving information
    regarding our telecom services; the op-in subscribers. The advantage of this method is
    that individuals have voluntarily signed up to receive e-mail messages about specific
    topics and are thereby more likely to read them. Response rates ranging from 1% to 5% are
    expected with targeted e-mails. CDVC plans to strive to maintain a clean corporate image
    by practicing proper "etiquette" when sending e-mail messages. In order to
    differentiate between e-mail messages that are voluntarily requested and true
    "spamming" from unwelcome sources, CDVC plans to only send targeted e-mail to
    those individuals who have voluntarily requested to receive such announcements, and always
    give the participants the option to remove themselves from the e-mail lists obtained from
    a third party source or compiled internally through CDVC proposed website.Products and ServicesCDVC is an
    emerging global provider of advanced communications services utilizing the VoIP over
    Internet Protocol (VOIP) technology. Internet protocol telephony is the real time
    transmission of voice communications in the form of digitalized packets of information
    over the Internet or a private network, similar to the way in which e-mail and other data
    is transmitted. VoIP services are expected to allow consumers and businesses to
    communicate in the future at dramatically reduced costs compared to traditional telephony
    networks.The telecom
    services planned to offered are i) short number access dial codes where the customers will
    dial a short number usually 4-5 digits to access the platform to dial long distance, ii)
    dial back platform where higher costs calling countries i.e. China can make long distance
    calls using our internet website to initiate the calls with the intended number iii)
    broadband phone call services and iv) wifi phone services. All the above telecom services
    will be sold, managed and administered through our website. We will need to set up an
    online payment gateway to accept credit cards and debit cards, and gateways such as
    PAYPAL. The telecom platform will be rented through telecom equipment and infrast5ructure
    supplier. We may in future invest directly to own our telecom platform and infrastructure
    as our business develops.


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Current Service
    Offerings:CDVC has
    secured the domain name www.ngndial.com and has begun the development of its website and
    online e-commerce platform. CDVC has completed the first phase of its development for call
    back service and initiation through the internet. However, we still need to complete the
    development of the payment gateway to be fully capable as an e-commerce platform. This
    current services offerings can only be paid by cash or cheque. Investors must be aware
    that as of the date of this prospectus the website is not complete and is not capable of
    generating any significant revenues or acting as a tool for any affiliate sales agent or
    resellers.The Company
    plans the completed website to have telecom services that resellers and independent agents
    can readily navigate through and provide them with appropriate service information, sales
    support and service. Each of the service offerings will display specific telecom services
    such as volume rebates for different telecom service offerings.The Company
    can make no guarantees or assurances that it will accomplish its goals within the dates
    specified. Moreover, management has no current plan to substitute any additional telecom
    services except those described herein. No guarantee or assurance can be made that CDVC's
    proposed business model will be effective in distributing these telecom services through
    the proposed e-commerce platform.The website
    will be in Chinese first to cater to the target market. The website will be in English as
    and when we have the resources to implement the bilingual website.The website
    will be designed to meet the Company's strategy of providing a broad selection of telecom
    services giving resellers and independent agents the following benefits:


*
    Compelling Service Offerings. A selection of desirable telecom
    services.*
    Competitive
    Pricing. By providing a broad selection of telecom services for volume purchase, the
    site will provide interested parties with relevant information and competitive pricing. In
    order to maintain competitive pricing, CDVC plans to monitor the competitor's pricing and
    respond timely to any changes by the competition by adjusting our pricing to be
    competitive within the marketplace. CDVC will have to apportion time to accomplish this
    while attempting to keep costs of doing business at a minimum. There can be no assurance
    CDVC will be able to maintain it goal of competitive pricing; if it fails to do so the
    proposed business would suffer materially.*
    Business.
    With very little money and flexible terms, CDVC is providing independent sales
    representatives and resellers the ability to create a business with a recurring revenue
    stream (as sales representatives customers use the services, they will require more.)




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*
    Convenience. Through the website www.ngndial.com
    we will be able to provide telecom services to the overseas Chinese living in USA or
    Europe and as well to companies that do business with China.*
    Customers
    will be able to buy telecom services to suite their needs online. The website will enable
    them to browse, order, and purchase 24 hours a day and 7 days a week.*
    Customer
    Service. On the website, CDVC plans to have links labeled as "Customer
    Service" or "Questions about this Service?" where buyers can e-mail any
    question that they may have. CDVC plans to readily respond to the questions via e-mail and
    if necessary follow-up with a telephone call. As the business develops CDVC will be
    required to hire additional personal to ensure quick response to customers. If CDVC is
    unable top provide quality customer service it would materially impair the growth of the
    business.CDVC believes it will have an advantage with the current
    competition by developing effective relationships with its clientele. Management believes
    this can be accomplished by combining the above benefits with consistently quality telecom
    and customer service. However, competitors may prove to be too dominating and prevent CDVC
    from ever establishing these relationships, as CDVC is currently a development stage
    business with no proven track record.Potential investors should realize that as of the date of this
    Prospectus, CDVC is currently in the process of developing the Internet website and at
    this time it is not fully operational.Even if CDVC is successful in developing and ultimately launching
    its proposed website (www.ngndial.com), its future success will be dependent on
    several critical factors including, but not limited to, successfully raising of capital,
    market acceptance, and management's continued focus on the development of the business.
    Furthermore, CDVC cannot assure investors that it will be able to overcome the risks
    described within this Registration Statement to meet the goal of its strategic business
    plan. (See Risk Factors, beginning on page 8.)Once the website is fully operational, CDVC plans to seek to
    develop its own telecom platform and to apply for credit status with telecom carriers
    direct. At this time we will work with platform owners until such a time we have the
    necessary resources. Management believes that once the website is fully operational,
    platform owners or telecom carriers will be willing to provide credit status to CDVC;
    however, there can be no assurance or guarantee that this will be the case.CDVC believes by providing a broad selection of telecom services
    along with detailed information about its services through its proposed website, it will
    be able to compete within the growing marketplace for telecom services.Current
    Market ConditionsManagement believes that the Internet as a medium for conducting
    business will continue to grow and will have a positive impact on its offerings.
    Management believes that the significant growth of companies already selling telecom
    services is a strong indication of the current and future demand, especially selling to
    the largest telecom market in the world. However, there can be no assurance that the
    Company is correct in its diagnosis of the future market of telecom services and as such
    each potential investor should conduct his/her own research of this marketplace.


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EmployeesCDVC has no
    employees. Presently, Mr. Bing HE, officer/director, plans to devote approximately a
    minimum of 12 -15 hours per month, on the business.CompetitionThe telecom
    services market is extremely competitive as shown with the incumbent telecom carriers and
    other online telecom service providers. However, the majority of these carriers and
    vendors are not focused specifically focused on the overseas Chinese market and the
    business model with resellers and independent sales agents but rather their entire local
    telecom market. This focus on the Chinese market both domestic and overseas is what makes
    CDVC's opportunity significant. Management believes that by providing telecom services
    through its proposed website providing a high quality, user-friendly experience, where
    buyers will be comfortable in purchasing telecom services. Management believes this
    approach will enable the Company to differentiate itself from the current competition and
    grow quickly. However, CDVC currently has not fully developed its website and there can be
    no assurance that the Company will be able to develop a website to which buyers will be
    receptive to its proposed business platform.In addition,
    there are companies that are already well established and have greater financial resources
    than those of CDVC such as the current "name brand" telecom service provider.
    CDVC would likely not be able to compete with these established companies if they dropped
    their price significantly. Also, additional start-up companies may exist seeking to
    capitalize within the same marketplace that CDVC anticipates profiting from, which would
    present additional competition to the Company that it may not be able to overcome,
    resulting in failure of the business plan.In the
    telecom services marketplace, CDVC will be in direct competition on the provisioning of
    telecom services with established companies such as, www.skype.com,
    www.webcalldirect.com or www.webcall.co.za
    all of which have established websites that specialize in the distribution of telecom
    services or products. Although the market is highly competitive, management believes if it
    is able to maintain its current focus and successfully develop its proposed business
    platform as described herein it will able to compete effectively and eventually become a
    profitable company. Management cannot provide investors any assurance or guarantee that it
    will ever be successful in developing its business or become profitable in the future.The
    information within this registration statement focuses primarily on details regarding
    telecom services and not on the industry as a whole in which CDVC plans to operate.
    Potential investors should conduct their own separate investigation of the marketplace in
    order to obtain a broader insight in assessing CDVC's future business prospects. For
    example, a potential investor may want to view websites of the competitors listed above.PatentsChina Digital Ventures
    Corporation holds no patents.Government RegulationGovernment
    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.


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ITEM 2.
    DESCRIPTION OF PROPERTYCDVC's
    principle address is RM 1001, 10 Building, Yumin Village, Heping Road, Luohu District,
    Shenzhen, China. Mr. HE, Officer/Director, is currently providing his home office for
    CDVC's office and mailing address. Mr. HE plans to continue to contribute this office
    space at no cost to the Company until such a time that the space is no longer adequate.
    The telephone number is +011 86 755 61578170.CDVC believes
    the property arrangement satisfies the Company's current needs and will be adequate up to
    the point that CDVC begins operations, which is currently estimated to be in the fourth
    quarter of 2007 at which point it may be required to rent or lease commercial property
    that is capable of providing adequate storage and office space. Management anticipates
    rent on a per month basis for adequate commercial space will cost CDVC approximately
    $1,500. This estimate is based upon local commercial spaces with approximately 500 to
    1,000 square feet of office space. However, management plans to continue to utilize Mr.
    HE's home office until that space is no longer adequate. At this time no commercial
    property has been secured by CDVC and there can be no assurance that an adequate space
    will be found by CDVC when needed; or if adequate space can be found at the price
    currently estimated by management.ITEM 3. LEGAL PROCEEDINGSCDVC is not a
    party to or aware of any threatened litigation of a material nature.ITEM 4. SUBMISSION OF MATTERS
    TO VOTE OF SECURITY HOLDERSNot applicable.


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PART II

ITEM 5.
    MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERSWe have one
    class of securities, Common Voting Equity Shares ("Common Stock") and are not
    yet listed or quoted on any exchange or quotation system.Although our
    common stock is not listed on a public exchange, we will be filing to obtain a quotation
    on the Over The Counter Bulletin Board (OTCBB) after the filing of the registration
    statement relating to this prospectus. In order to be quoted on the Bulletin Board, a
    market maker must file an application on our behalf in order to make a market for our
    common stock. There can be no assurance that a market maker will agree to file the
    necessary documents with the National Association of Securities Dealers, which operates
    the OTC Electronic Bulletin Board, nor can there be any assurance that such an application
    for quotation will be approved. In addition, there is no assurance that our common stock
    will trade at market prices in excess of the initial public offering price as prices for
    the common stock in any public market which may develop will be determined in the
    marketplace and may be influenced by many factors, including the depth and liquidity.We are
    authorized to issue 75,000,000 shares of a par value of $0.001 per share of common stock.
    As of December 24, 2007, there were 44 record holders of our common stock.On December
    28, 2007, our registration statement on Form SB-2 was declared effective by the SEC, which
    registered 3,880,000 shares of common stock, of which 380,000 shares held by our
    shareholders and 3,500,000 shares are underwritten by the Company. As of September 30,
    2007, there were 13,000,000 outstanding shares of our common stock and were restricted
    shares under Rule 144. Rule 144 provides, among other things, that persons holding
    restricted securities for a period of one year may each sell, assuming all of the
    conditions of Rule 144 are satisfied, in brokerage transactions every three months an
    amount of restricted securities equal to one percent of our outstanding shares of common
    stock, or the average weekly reported volume of trading during the four calendar weeks
    preceding the filing of a notice of proposed sale, whichever is more. Rule 144 also
    provides that, after holding such securities for a period of two years, a nonaffiliate of
    the Company may sell those securities without restriction, other than the requirement that
    we are current with respect to our information reporting requirements.DIVIDEND
    POLICY. 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.


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The holders
    of our common stock are entitled to one vote for each share of record on all matters to be
    voted on by shareholders. There is no cumulative voting with respect to the election of
    our directors or any other matter. Therefore, the holders of more than 50% of the shares
    voted for the election of those directors can elect all of the directors. The holders of
    our common stock are entitled to receive dividends when, as and if declared by our Board
    of Directors from funds legally available therefore. Cash dividends are at the sole
    discretion of our Board of Directors. In the event of our liquidation, dissolution or
    winding up, the holders of common stock are entitled to share ratably in all assets
    remaining available for distribution to them after payment of our liabilities and after
    provision has been made for each class of stock, if any, having any preference in relation
    to our common stock. Holders of shares of our common stock have no conversion, preemptive
    or other subscription rights, and there are no redemption provisions applicable to our
    common stock.STOCK OPTIONS. Currently, there
    are no stock options outstanding.Penny Stock RegulationsYou should
    note that our stock is a penny stock. The Securities and Exchange Commission has adopted
    Rule 15g-9 which generally defines "penny stock" to be any equity security that
    has a market price (as defined) less than $5.00 per share or an exercise price of less
    than $5.00 per share, subject to certain exceptions. Our securities are covered by the
    penny stock rules, which impose additional sales practice requirements on broker-dealers
    who sell to persons other than established customers and "accredited investors".
    The term "accredited investor" refers generally to institutions with assets in
    excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
    income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules
    require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
    the rules, to deliver a standardized risk disclosure document in a form prepared by the
    SEC which provides information about penny stocks and the nature and level of risks in the
    penny stock market. The broker-dealer also must provide the customer with current bid and
    offer quotations for the penny stock, the compensation of the broker-dealer and its
    salesperson in the transaction and monthly account statements showing the market value of
    each penny stock held in the customer's account. The bid and offer quotations, and the
    broker-dealer and salesperson compensation information, must be given to the customer
    orally or in writing prior to effecting the transaction and must be given to the customer
    in writing before or with the customer's confirmation. In addition, the penny stock rules
    require that prior to a transaction in a penny stock not otherwise exempt from these
    rules, the broker-dealer must make a special written determination that the penny stock is
    a suitable investment for the purchaser and receive the purchaser's written agreement to
    the transaction. These disclosure requirements may have the effect of reducing the level
    of trading activity in the secondary market for the stock that is subject to these penny
    stock rules. Consequently, these penny stock rules may affect the ability of
    broker-dealers to trade our securities. We believe that the penny stock rules discourage
    investor interest in and limit the marketability of our common stock.


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ITEM 6.
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATIONThe following
    discussion should be read in conjunction with CDVC's audited financial statements,
    including the notes thereto, appearing elsewhere in this Prospectus.Company OverviewCDVC was
    organized on March 26, 2007 and has not yet commenced any significant revenue-generating
    operations. Our common stock is not listed on any recognized exchange or quoted on any
    quotation medium. There can be no assurance that our common stock will ever be listed or
    quoted in the future or ever have a market develop for its common stock.Results of OperationsFor the
    period from March 26, 2007 (inception) to September 30, 2007 we had generated $800 in
    revenue from our telecom services. The Company incurred a cost of revenue of $600 and
    earned a gross profit of $200. The Company also incurred operating expenses of $38,999 and
    resulting a loss of $38,799.Capital Resources and
    LiquidityAs of
    September 30, 2007, we had $5,001 in cash for a total assets of $5,001. In additional, the
    Company had a deposits payable of $1,600 accrued payables of $2,000 and due to related
    parties of $200 for a total liabilities of $3,800 at September 30, 2007.We do not
    have sufficient resources to effectuate our business. We expect to incur a minimum of
    $20,000 in expenses during the next twelve months of operations. We estimate that this
    will be comprised of the following expenses: $3,000 in website development; $9,000 in
    other marketing expenses; and $8,000 will be needed for general overhead expenses such as
    for salaries, corporate legal and accounting fees, office overhead and general working
    capital.Our auditors
    have indicated that we will have to raise the funds to pay for these expenses. The Company
    will try to raise the funds through the selling of its shares as set out in the prospectus
    registering 3,500,000 shares to be sold by the Company. The registration statement on Form
    SB-2 became effective on December 28, 2007. In addition, we may have to borrow money from
    shareholders. There can be no assurance that additional capital will be available to us.
    We currently have no agreements, arrangements or understanding with any person to obtain
    funds through bank loans, lines of credit or any other sources. Since we have no such
    arrangements or plans currently in effect, our inability to raise funds for a marketing
    program will have a severe negative impact on our ability to remain a viable company.Going Concern ConsiderationOur
    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.


11

---

Plan
    of Operations - GeneralOur plan of operations is to sell telecom services to businesses
    and individual consumers through our website at www.ngndial.com.As of September 30, 2007 CDVC had $5,001 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 on December 28, 2007, our registration statement on Form SB-2
    was declared effective by the SEC registering 3,500,000 shares to be sold by the Company.
    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 website and marketing
    campaigns, as well as legal and accounting fees. CDVC depends upon capital to be derived
    from future financing activities such as subsequent offerings of our stock. There can be
    no assurance that CDVC will be successful in raising the capital the Company requires.
    Management believes that if subsequent private placements are successful, CDVC will be
    able to generate revenue from online sales of telecom services and achieve market adoption
    within the following twelve to fifteen months thereof. However, investors should be aware
    that this is based upon speculation and there can be no assurance that the Company will
    ever be able reach a level of profitability.As of September 30, 2007, CDVC has generated only two (2) sales
    resulting in a net profit of approximately $200, it has not generated any other revenue
    through its proposed business. 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 CDVC does not anticipate any change in the number of employees. CDVC has no current
    material commitments.CDVC has no current plans, preliminary or otherwise, to merge with
    any other entity.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.)
    Complete
    the development of the website. Management has estimated the time frame to accomplish this
    to be the Second or Third Quarter of 2008, depending on availability of resources, and
    cost approximately $20,0002.)
    In
    addition, CDVC plans to allocate up to approximately $29,000 towards the initial phases of
    the marketing plan described herein.3.)
    CDVC
    has allocated $10,000 towards general administrative expenses, which the Company plans to
    direct towards any deficiencies, if any, in the estimated expenses to the registration
    statement and the completion of the website as described herein. Any additional funds
    allocated, as administrative expenses will be designated as working capital and used for
    miscellaneous corporate expenses including but not limited to office supplies and postage.


12

---

The specific steps
    anticipated over the next twelve months involve continuing to develop the website by
    adding service offerings, payment gateways, reseller administrative online access to the
    website. The service offerings will consist of i) short number access dial codes where the
    customers will dial a short number usually 4-5 digits to access the platform to dial long
    distance, ii) dial back platform where higher costs calling countries i.e. China can make
    long distance calls using our internet website to initiate the calls with the intended
    number iii) broadband phone call services and iv) WIFI phone services. All the above
    telecom services will be sold, managed and administered through our website.We will need
    to set up an online payment gateway to accept credit cards and debit cards, and gateways
    such as PAYPAL. The telecom platform will be rented through telecom equipment and
    infrastructure supplier. We may in future invest directly to own our telecom platform and
    infrastructure as our business develops.If and when
    the website is completed, over the subsequent twelve months, CDVC plans to allocate
    proceeds towards it marketing campaign directed specifically at building traffic
    "potential buyers" to its website. For this purpose management anticipates
    employing a third party who specializes in increasing web traffic to websites, such as www.HitWise.com, www.PerfectTraffic.com
    and/or www.WebSiteTraffic.com. However, even if CDVC
    is successful in developing its proposed website and contracting a third party to increase
    web traffic there can be no guarantee or assurance that individuals will buy any of the
    services listed on CDVC's website.Additionally,
    management plans to develop a Company presentation after the website has been developed
    and is functional and contact various venture capitalists, private investment company(s),
    and other financial institutions. The second round of financing would be required after
    CDVC has fully developed its proposed website and has begun initial operations and is
    generating revenue. CDVC currently estimates that its proposed website will be fully
    operational by the end of the third quarter of 2008, depending on availability of funds.As CDVC
    expands its business, it will likely incur losses. Management plans on funding these
    losses through revenues generated through its proposed website. 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:


13

---

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.


*
    Problems
    may arise during the development of the Internet website with the programming and testing
    that management cannot overcome, creating a time delay and additional costs;*
    CDVC
    may find that potential financiers are unreceptive to its business plan and provide no
    options to raise the additional capital required to funds its marketing campaign.


If either of these events
    should occur CDVC would not be able to continue as a going concern and investors would
    lose all of their investment.In the event additional
    funds are secured by CDVC there is no guarantee that the proposed marketing strategy will
    be effective in accomplishing the goals CDVC has set. This may force management to
    redirect its efforts and create the need for additional time, money, and resources, of
    which, CDVC may not be successful in providing.At this time, management
    does not plan to commit any of their own funds towards the Company's development. If and
    when this changes, management will file the appropriate disclosures in a timely manner.


14

---

ITEM 7. FINANCIAL STATEMENTThe financial
    statements required by Item 7 are presented in the following order:


China
    Digital Ventures CorporationConsolidated
    Financial StatementsFor the Year
    Ended September 30, 2007


Content
    PAGEINDEPENDENT AUDITOR'S REPORT
    F1-F2BALANCE SHEETS
    F3STATEMENT OF
    OPERATION
    F4STATEMENT OF STOCKHOLDERS' EQUITY
    F5STATEMENT OF CASH FLOWS
    F6NOTES TO THE FINANCIAL STATEMENTS
    F7-
    F15


---

Independent Auditor's Report

ALBERT WONG
    & CO.CERTIFIED PUBLIC ACCOUNTANTS
    7 Floor, Nan Dao Commercial Building
    359-361 Queen's Road Central
    Hong Kong
    Tel : 2851 7954
    Fax: 2545 4086ALBERT
    WONGB.Soc., Sc., LL.B., P.C.LL.,
    Barrister-at-law, C.P.A.(Practising).To the Stockholders
    and Board of DirectorsChina Digital
    Ventures CorporationWe
    have audited the accompanying balance sheet of China Digital Ventures Corporation, a
    development stage company (the "Company") as of September 30, 2007 and the
    related statements of operations, stockholders' deficit and cash flows for the period from
    March 26, 2007 (date of inception) to September 30, 2007. These financial statements are
    the responsibility of the Company's management. Our responsibility is to express an
    opinion on these financial statements based on our audit.We
    conducted our audit of these statements in accordance with the standards of the Public
    Company Accounting Oversight Board (United States). Those standards require that we plan
    and perform the audit to obtain reasonable assurance about whether the financial
    statements are free of material misstatement. An audit includes examining, on a test
    basis, evidence supporting the amounts and disclosures in the financial statements. An
    audit also includes assessing the accounting principles used and significant estimates
    made by management, as well as evaluating the overall financial statement presentation. We
    believe that our audit provides a reasonable basis for our opinion.In
    our opinion, the financial statements referred to above present fairly, in all material
    respects, the financial position of China Digital Ventures Corporation as of September 30,
    2007 and the results of its operations and its cash flows for the period from March 26,
    2007 (date of inception) to September 30, 2007, in conformity with accounting principles
    generally accepted in the United States of America.


F-1

---

The Company's financial
    statements are prepared using the generally accepted accounting principles applicable to a
    going concern, which contemplates the realization of assets and liquidation of liabilities
    in the normal course of business. The Company has accumulated deficit of $38,799 including
    net losses of $38,799 for the period from March 26, 2007 (date of inception) to September
    30, 2007. These factors as discussed in Note 2 to the financial statements, raises
    substantial doubt about the Company's ability to continue as a going concern. Management's
    plans in regard to these matters are also described in Note 2. The financial statements do
    not include any adjustments that might result from the outcome of this uncertainty.Albert Wong & Co.Certified Public AccountantsHong KongOctober 8, 2007


F-2

---

CHINA DIGITAL VENTURES
    CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    BALANCE SHEET
    AS AT SEPTEMBER 30, 2007
    (Stated in US Dollars)


ASSETS
    
    NoteCurrent
    assets:Cash
    and cash equivalents
    $5,001----------------Total
    assets
    $5,001=========LIABILITIES
    AND STOCKHOLDERS' EQUITYCurrent
    liabilities:Deposits
    payable
    1,600Accrued
    expenses
    2,000Due
    to related party
    4
    200---------------Total
    current liabilities
    3,800Stockholders'
    equity:Common
    stock, $0.001 par value, 75,000,000 shares authorized;13,000,000
    shares issued and outstanding
    5
    13,000Additional
    paid up capital
    5
    27,000Deficit
    accumulated during the development stage
    (38,799)---------------Total
    stockholders' retained earnings
    1,201---------------Total
    liabilities and stockholders' equity
    $5,001=========


See accompanying notes to financial
statements



F-3

---

CHINA DIGITAL VENTURES
    CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    STATEMENTS OF OPERATIONS
    FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO SEPTEMBER 30, 2007
    (Stated in US Dollars)


For the Period from
    March 26, 2007
    (inception) to
    September 30, 2007Net
    revenue
    
    
    
    
    $800Cost
    of revenue
    
    
    
    600--------------------Gross
    profit
    
    
    
    
    200Selling,
    general and administrative expense
    
    
    
    38,999--------------------Loss
    from operations
    
    
    
    (38,799)Other
    expenseInterest
    expense
    
    
    
    --------------------Net loss
    
    
    
    
    
    
    $(38,799)===========Weighted
    average number of shares -basic
    and diluted
    
    
    
    13,000,000===========Loss
    per share - basic and diluted
    
    
    
    $(0.00)===========


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

See accompanying notes to financial
statements



F-4

---

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


DeficitaccumulatedAdditional
    
    
    
    during the
    
    TotalCommon stock
    
    paid-in
    
    Deferred
    
    development
    stockholders'Shares
    
    Amount
    
    capital
    
    compensation
    
    stage
    
    equity (deficit)Balance at March 26, 2007
    -
    $
    -
    $
    -
    $
    -
    $
    -
    $
    -(inception)Issuance of founder shares forservices 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)
    $
    1,201=========
    
    ======
    
    ========
    
    ========
    
    ========
    
    ========


See accompanying notes to financial
statements



F-5

---

CHINA DIGITAL VENTURES
    CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    STATEMENTS OF CASH FLOWS
    FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO SEPTEMBER 30, 2007
    (Stated in US Dollars)


For the period from March 26, 2007 (inception) to September 30,
    2007Cash
    flows from operating activities:Net loss
    
    
    
    $(38,799)Increase
    (decrease) in liabilities:Deposits
    payable
    
    1,600Accrued
    expenses
    
    2,000Due
    to related parties
    
    200---------------Total adjustments
    
    3,800---------------Net cash used in
    operating activities
    
    $(34,999)---------------Cash
    flows from financing activities:Issuance
    of common stock
    
    40,000---------------Net cash provided
    by financing activities
    
    40,000---------------Net
    increase in cash and cash equivalents
    
    5,001Cash
    and cash equivalents, beginning
    
    ----------------Cash
    and cash equivalents, ending
    
    $5,001==========Supplemental
    disclosure of cash flow information:Interest
    paid
    
    $-==========Income
    taxes paid
    
    $-==========


See accompanying notes to financial
statements



F-6

---

CHINA DIGITAL VENTURES
    CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE FINANCIAL STATEMENTS
    FOR THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO SEPTEMBER 30, 2007
    (Stated in US Dollars)NOTE 1 ORGANIZATIONChina Digital
    Ventures Corporation (the "Company") is a Nevada corporation, incorporated on
    March 26, 2007. The Company is currently a development stage enterprise, as defined by
    Statement of Financial Accounting Standard ("SFAS") NO. 7 "Accounting and
    Reporting for Enterprises in the Development Stage". The Company's office is located
    in Shenzhen, China and its principal business is to provide web-based telecom services,
    focusing on Greater China.As of
    September 30, 2007, the Company has commenced its operations in the web-based telecom
    business and has recorded minimal revenue. The Company has an operational office in Hong
    Kong and China.NOTE 2 UNCERTAINTY OF ABILITY
    TO CONTINUE AS A GOING CONCERNThe Company's
    financial statements are prepared using the generally accepted accounting principles
    applicable to a going concern, which contemplates the realization of assets and
    liquidation of liabilities in the normal course of business. The Company has not generated
    significant revenues since inception and has never paid any dividends and is unlikely to
    pay dividends or generate significant earnings in the immediate or foreseeable future. The
    continuation of the Company as a going concern is dependent upon the ability of the
    Company to obtain necessary equity financing to continue operations and the attainment of
    profitable operations.As of
    September 30, 2007, the Company has generated modest revenue and has incurred an
    accumulated deficit since inception totaling $38,799 at September 30, 2007 and its current
    assets exceed its current liabilities by $1,201. These financial statements do not include
    any adjustments relating to the classification of liabilities that might be necessary
    should the Company be unable to continue as a going concern. These factors noted above
    raise substantial doubts regarding the Company's ability to continue as a going concern.The Company
    intends to file an SB-2 Registration Statement with the United States Securities and
    Exchange Commission to register 3,500,000 share of common stock for sale by the Company at
    $0.02 per share for gross proceeds of $70,000. In addition, the Company intends to
    register 3,500,000 shares of commons stock held by existing shareholders for resale at
    $0.02 per share. The Company will not receive any proceeds with respect to the resale of
    shares held by existing shareholders.


F-7

---

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


NOTE 3
    SUMMARY OF
    SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETSBasis
    of PresentationThese financial statements and related notes are presented in
    accordance with accounting principals generally accepted in the United States, and are
    expressed in U.S. dollars. The Company's fiscal year end is September 30.Use
    of EstimatesThe 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 ShareThe Company computes net income (loss) per share in accordance with
    SFAS No. 128. "Earnings per Share". SFAS No. 128 requires presentation of both
    basic and diluted earnings per Share (EPS) on the face of the income statement. Basic EPS
    is computed by dividing net income (loss) available to common shareholders (numerator) by
    the weighted average number of shares outstanding (denominator) during the period. Diluted
    EPS gives effect to all dilutive potential common shares outstanding during the period
    using the treasury stock method and convertible preferred stock using the if-converted
    method. In computing diluted EPS, the average stock price for the period is used in
    determining the number of shares assumed to be purchased from the exercise of stock
    options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is
    anti dilutive.Fair
    Value of Financial InstrumentsStatement 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 EquivalentsThe Company considers all liquid investments with a maturity of
    three months or less from the date of purchase that are readily convertible into cash to
    be cash equivalents.


F-8

---

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


NOTE 3
    SUMMARY OF
    SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)Website
    Development CostsThe Company recognizes the costs associated with developing a
    website in accordance with the American Institute of Certified Public Accountants
    ("AICPA") Statement of Position ("SOP") NO. 98-1, "Accounting for
    the Costs of Computer Software Developed or Obtained for Internal Use". Relating to
    website development costs the Company follows the guidance pursuant to the Emerging Issues
    Task Force (EITF) NO.00-2, "Accounting for Website Development Costs".Costs associated with the website consist primarily of website
    development costs paid to third party. These capitalized costs will be amortized based on
    their estimated useful life over three years upon the website becoming operational.
    Internal costs related to the development of website content will be charged to operations
    as incurred.Income
    TaxThe Company accounts for income taxes under SFAS 109,
    "Accounting for Income Taxes."Under the asset and liability method of SFAS 109,
    deferred tax assets and liabilities are recognized for the future tax consequences
    attributable to differences between the financial statements carrying amounts of existing
    assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
    are measured using enacted tax rates expected to apply to taxable income in the years in
    which those temporary differences are expected to be recovered or settled. Under SFAS 109,
    the effect on deferred tax assets and liabilities of a change in tax rates is recognized
    in income in the period the enactment occurs. A valuation allowance is provided for
    certain deferred tax assets if it is more likely than not that the Company will not
    realize tax assets through future operations.Foreign
    Currency TranslationThe Company's functional and reporting currency is the United
    States dollar. Monetary assets and liabilities denominated in foreign currencies are
    translated in accordance with SFAS no. 52 "Foreign Currency Translation"using
    the exchange rate prevailing at the balance sheet date. Gains and losses arising on
    translation or settlement of foreign currency denominated transactions or balances are
    included in the determination of income. Foreign currency transactions are primarily
    undertaken in Hong Kong dollars. The Company has not, to the date of these financial
    statements, entered into derivative instruments to offset the impact of foreign currency
    fluctuations.


F-9

---

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


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


Stock-based
    compensationSFAS No. 123
    prescribes accounting and reporting standards for all stock-based compensation plans,
    including employee stock options, restricted stock, employee stock purchase plans and
    stock appreciation rights. SFAS No. 123 requires compensation expense to be recorded (i)
    using the new fair value method or (ii) using the existing accounting rules prescribed by
    Accounting Principles Board Opinion No. 25, "Accounting for stock issued to
    employees"(APB 25) and related interpretations with proforma disclosure of what net
    income and earnings per share would have been had the Company adopted the new fair value
    method. The Company has chosen to account for stock-based compensation using Accounting
    Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and
    has adopted the disclosure only provisions of SFAS 123. Accordingly, compensation cost for
    stock options is measured as the excess, if any, of the quoted market price of the
    Company's stock at the date of the grant over the amount an employee is required to pay
    for the stock. The Company has not issued any stock or share based payments since its
    inception.The Company
    accounts for stock-based compensation issued to non-employees and consultants in
    accordance with the provisions of SFAS 123 and the Emerging Issues Task Force consensus in
    Issue No. 96-18 ("EITF 96-18"), "Accounting for Equity Instruments that are
    Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or
    Services". Valuation of shares for services is based on the estimated fair market
    value of the services performed.Issuance of shares for
    serviceThe Company
    accounts for the issuance of equity instruments to acquire goods and services based on the
    fair value of the goods and services or the fair value of the equity instrument at the
    time of issuance, whichever is more reliably measurable.


F-10

---

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


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


Revenue RecognitionThe 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.Recent PronouncementsIn June 2006,
    the Financial Accounting Standards Board (FASB) issued FASB Integration No. 48,
    "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No.
    109"(FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes by
    prescribing a two-step method of first evaluating whether a tax position has met a more
    likely than not recognition threshold and second, measuring that tax position to determine
    the amount of benefit to be recognized in the financial statements. Fin 48 provides
    guidance on the presentation of such positions within a classified statement of financial
    position as well as on derecognition, interest and penalties, accounting in interim
    periods, disclosure and transition. FIN 48 is effectively for fiscal years beginning after
    December 15, 2006. The adoption of this standard is not expected to have a material effect
    on the Company's results of operations or financial condition.FASB issued
    SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments". SFAS No.
    155 amends SFAS No 133, "Accounting for Derivative Instruments and Hedging
    Activities", and SFAF No. 140, "Accounting for Transfers and Servicing of
    Financial Assets and Extinguishments of Liabilities". SFAS No. 155, permits fair
    value remeasurement for any hybrid financial instrument that contains an embedded
    derivative that otherwise would require bifurcation, clarifies which interest-only strips
    and principal-only strips are not subject to the requirements of SFAS No. 133, establishes
    a requirement to evaluate interest in securitized financial assets to identify interests
    that are freestanding derivatives or that are hybrid financial instruments that contain an
    embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in
    the form of subordination are not embedded derivatives, and amends SFAS No. 140 to
    eliminate the prohibition on the qualifying special-purpose entity from holding a
    derivative financial instrument that pertains to a beneficial interest other than another
    derivative financial instrument. This statement is effective for all financial instruments
    acquired or issued after the beginning of the Company's first fiscal year that begins
    after September 15, 2006. The Company has not evaluated the impact of this pronouncement
    its financial statements.


F-11

---

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


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


Recent Pronouncements
    (Continued)In May 2005,
    the FASB issued SFAS No. 154, entitled Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3. This
    Statement replaces APB Opinion No. 20, Accounting Changes, and FASB Statement No. 3,
    Reporting Accounting Changes in Interim Financial Statements, and changes the requirements
    for the accounting for and reporting of a change in accounting principle. This Statement
    applies to all voluntary changes in accounting principle. It also applies to changes
    required by an accounting pronouncement in the unusual instance that the pronouncement
    does not include specific transition provisions. Opinion 20 previously required that most
    voluntary changes in accounting principle be recognized by including in net income of the
    period of the change the cumulative effect of changing to the new accounting principle.
    This Statement requires retrospective application to prior periods' financial statements
    of changes in accounting principle, unless it is impracticable to determine either the
    period-specific effects or the cumulative effect of the change. This Statement defines
    retrospective application as the application of a different accounting principle to prior
    accounting periods as if that principle had always been used or as the adjustment of
    previously issued financial statements to reflect a change in the reporting entity. This
    Statement also redefines restatement as the revising of previously issued financial
    statements to reflect the correction of an error. The provisions of SFAS No. 154 are
    effective for accounting changes and correction of errors made in fiscal years beginning
    after December 15, 2005. The adoption of SFAS 154 did not impact the consolidated
    financial statements.In September
    2006, the FASB issued Statement of Financial Accounting Standards("SFAS")
    No. 157, "Fair Value Measurements,"or SFAS 157, which defines fair value,
    establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures
    about fair value measurements. SFAS 157 applies under other accounting pronouncements that
    require or permit fair value measurements, where fair value is the relevant measurement
    attribute. The standard does not require any new fair value measurements. SFAS 157 is
    effective for financial statements issued for fiscal years beginning after November 15,
    2007, and interim periods within those fiscal years. The Company is currently evaluating
    the impact of adopting SFAS 157 on its consolidated financial statements.


F-12

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


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


Recent Pronouncements
    (Continued)In February
    2007, the FASB issued Statement of Financial Accounting Standards ("SFAS") 159,
    "The Fair Value Option for Financial Assets and Financial Liabilities - Including an
    Amendment of FASB Statement No. 115,"or SFAS 159. SFAS 159 permits entities to choose
    to measure many financial instruments and certain other items at fair value. Entities that
    elect the fair value option will report unrealized gains and losses in earnings at each
    subsequent reporting date. The fair value option may be elected on an
    instrument-by-instrument basis, with a few exceptions. SFAS 159 also establishes
    presentation and disclosure requirements to facilitate comparisons between entities that
    choose different measurement attributes for similar assets and liabilities. The
    requirements of SFAS 159 are effective for the Company's fiscal year beginning on October
    1, 2008. The Company's management is in the process of evaluating this guidance and
    therefore has not yet determined the impact that SFAS 159 will have on its financial
    statements upon adoption.In September
    2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108, or SAB 108,
    which provides guidance on the process of quantifying financial statement misstatements.
    In SAB 108, the SEC staff establishes an approach that requires quantification of
    financial statement errors, under both the iron-curtain and the roll-over methods, based
    on the effects of the error on each of our financial statements and the related financial
    statement disclosures. SAB 108 is generally effective for annual financial statements in
    the first fiscal year ending after November 15, 2006. The transition provisions of SAB 108
    permits existing public companies to record the cumulative effect in the first year ending
    after November 15, 2006 by recording correcting adjustments to the carrying values of
    assets and liabilities as of the beginning of that year with the offsetting adjustment
    recorded to the opening balance of retained earnings. We do not expect that the adoption
    of SAB 108 would have a material effect on our consolidated financial statements.NOTE 4   AMOUNT DUE
    TO RELATED PARTYThe amount due to shareholder is
    interest free, unsecured and due on demand. The balance of due to shareholder is $200 as
    of September 30, 2007.


F-13

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


NOTE 5 COMMON STOCKOn March 27,
    2007, the Company issued 10,000,000 shares of the Company at $0.001 per share for cash
    proceeds of $10,000, of which 8,700,000 shares were issued to the President of the Company
    for $8,700.In between
    April 20, 2007 to April 30, 2007, the Company issued 3,000,000 shares of the Company at
    $0.01 per share for cash proceeds of $30,000.NOTE 6 RELATED COMPANY
    TRANSACTIONSDuring the
    period ended September 30, 2007, the Director subscribed for 8,700,000 shares in the
    Company at $0.001 per share for a total amount of $8,700. During the period for the 3
    months from April to June 2007, the President received a total of US$3,000 as salary for
    establishing the business operation. Thereafter, the President did not receive any
    remuneration for his service from the Company.


F-14

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


NOTE 7  INCOME
    TAXESPotential benefits of
    income tax losses are not recognized in the accounts until realization is more likely than
    not. The Company has net operating losses of $38,799, which commence expiring in 2025.
    Pursuant to SFAS No. 109, the Company is required to compute tax asset benefits for net
    operating losses carried forward. Potential benefit of net operating losses have not been
    recognized in these financial statements because the Company cannot be assured it is more
    likely than not it will utilize the net operating losses carried forward in future years.The Company is subject to
    United States income taxes at an approximately rate of 35%. The reconciliation of the
    provision (recovery) for income taxes at the United States federal statutory rate compared
    to the Company's income tax expense is as follows.


September
    302007$Net Loss
    
    
    
    38,799Expected
    Statutory Tax Rate
    
    
    
    35%---------------13,580Valuation
    Allowance
    
    
    
    (13,580)---------------Income Tax
    expense (recovery)
    
    
    
    -===========


Significant components of the Company's
deferred tax assets as of September 30, 2007 are as follows:

$US net operating
    loss carried forwards
    
    
    
    13,580Valuation
    Allowance
    
    
    
    (13,580)---------------Net Deferred Tax
    Assets
    
    
    
    -===========




F-15

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ITEM 8.
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURESEffective
    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 8A. CONTROLS AND
    PROCEDURESThe Company's
    Chief Executive Officer and Chief Financial Officer are responsible for establishing and
    maintaining disclosure controls and procedures for the Company. As of the date of this
    Report, these two positions are held by HE Bing. The Company is seeking to find a
    qualified chief financial officer for the Company.Evaluation of Disclosure
    Controls and Procedures.Under the
    supervision and with the participation of our management, including our Chief Executive
    Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure
    controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under
    the Securities Exchange Act of 1934, as amended. The Company is evaluating its disclosure
    controls in light of compliance with SOX 404 in its next annual report, and if necessary,
    will make any changes needed to comply with SOX 404.No matter how
    well conceived and operated, an internal control system can provide only a certain level
    of confidence in the ability of the internal controls to identify errors. In light of the
    inherent limitations in all internal control systems and procedures, and the limitations
    of the Company's resources, no evaluation of internal controls can provide absolute
    assurance that all defects or errors in the operation of the Company's internal control
    systems are immediately identified. The inherent limitations include the realities that
    subjective judgments in decision-making in this area can be faulty and that a breakdown in
    internal processes can occur because of simple, good faith error or mistake. No design can
    in all instances immediately accommodate changes in regulatory requirements or changes in
    the business and financial environment of a company. Such inherent limitations in a
    control system means that inadvertent misstatements due to error or fraud may occur and
    not be immediately or in a timely manner detected. Nonetheless, the Company recognizes its
    ongoing obligation to use its best efforts to design and apply internal controls and
    procedures that are as effective as possible in identifying errors or breakdowns in the
    internal controls system and procedures.




15

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Changes in
    internal control over Financial Reporting.There has
    been no change in our internal control over financial reporting during the year ended
    September 30, 2007 that has materially affected, or is reasonably likely to materially
    affect, our internal control over financial reporting.ITEM 8B. OTHER INFORMATIONNone.


16

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PART III

ITEM 9. DIRECTORS, EXECUTIVE
    OFFICERS, PROMOTERS AND CONTROL PERSONSThe following
    table and subsequent discussion contains information concerning our directors and
    executive officers, their ages, term served and all of our officers and their positions,
    who will serve in the same capacity with CDVC.


Name
    Age
    Term Served
    TitleBing HE
    35
    Since
    inception
    President,
    Director, Secretary, Treasurer and Chief Financial Officer


There are no
    other persons nominated or chosen to become directors or executive officers, nor do we
    have any employees other than above mentioned officer and director. The By-laws of CDVC
    require no less than one member on the board of directors and no more than ten.CDVC is a
    development stage corporation, and is not a successor of any predecessor company or
    business.Officer and Director
    Background:Mr. Bing
    HE (or Bin HE): Mr. HE is the founder of China Digital Ventures Corporation and has
    acted as our President, Treasurer, Secretary and Director on March 27, 2007. He was
    appointed as Chief Financial Officer and Chief Executive Officer and Principal Accounting
    Officer on April 1, 2007. Bing HE has been working as the General Manager for a
    communication company in China for the past 5 years. During this time, he has been
    involved in all aspects of the operation including marketing, sales, technical and
    financial of the communication company. Mr. HE has a Bachelor of Engineering degree from
    Hubei TV and Radio University.Currently
    CDVC has no employees other than the current officer and director, Bing HE, which may
    create potential conflicts of interest. The Officer anticipates devoting, at a, minimum
    twelve to fifteen hours per month to the furtherance of CDVC over the next twelve months.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 2008.
    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 employees, 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.


17

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Auditors; Code of
    Ethics; Financial ExpertOur principal independent
    accountant is Albert Wong & Co., CPA.


We do not currently have
    a Code of Ethics applicable to our principal executive, financial and accounting officers.
    We do not have a "financial expert" on the board or an audit committee or
    nominating committee.Potential Conflicts of InterestSince we do not have an
    audit or compensation committee comprised of independent directors, the functions that
    would have been performed by such committees are performed by our directors. Thus, there
    is a potential conflict of interest in that our directors and officers have the authority
    to determine issues concerning management compensation and audit issues that may affect
    management decisions. We are not aware of any other conflicts of interest with any of our
    executives or directors.There are no orders,
    judgments, or decrees of any governmental agency or administrator, or of any court of
    competent jurisdiction, revoking or suspending for cause any license, permit or other
    authority to engage in the securities business or in the sale of a particular security or
    temporarily or permanently restraining any of our officers or directors from engaging in
    or continuing any conduct, practice or employment in connection with the purchase or sale
    of securities, or convicting such person of any felony or misdemeanor involving a
    security, or any aspect of the securities business or of theft or of any felony. Nor are
    any of the officers or directors of any corporation or entity affiliated with us so
    enjoined.


18

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ITEM 10.
    EXECUTIVE COMPENSATIONCDVC 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 CompensationName and
    Principal Position
    Year
    Salary ($)
    Bonus ($)
    Other Annual Compensation ($)
    Restricted Stock Awards ($)
    Securities Underlying Options (#)
    LTIP Payouts ($)
    All Other Compensation ($)Bing HE(1)
    2007
    0
    0
    0
    0
    0
    0
    0


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


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.


19

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ITEM 11. SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT RELATED STOCKHOLDER MATTERSThe following
    table sets forth certain information with respect to the beneficial ownership of our
    Common Stock as it relates to our named Director and executive Officer, and each person
    known to CDVC to be the beneficial owner of more than five percent (5%) of said
    securities, and all of our directors and executive officers as a group:


Name and
    Position
    Shares
    Percent
    SecurityBing, HE
    President and Director
    8,700,000
    66.92%
    CommonOfficers and
    Directors as
    a Group
    8,700,000
    66.92%
    CommonNing, HE
    800,000
    6.15%
    Common


Mr. Bing HE and Ms. Ning
    HE's address is Room 1001, 10 Building Yumin Village, Heping Road, Luohu District,
    Shenzhen, China. Ms. Ning HE is a sister of Mr. Bing HE.The above
    referenced common shares were paid for and issued in March 2007, for consideration of
    $0.001 per share and total consideration of $8,700.CHANGES IN
    CONTROL. Our management is not aware of any arrangements which may result in "changes
    in control" as that term is defined by the provisions of Item 403(c) of Regulation
    S-B.


20

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ITEM 12. CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONSOn March 27,
    2007, 8,700,000 shares and 800,000 shares of common stock were issued to Mr. Bing HE, the
    Officer/Director, and Ms. Ning HE, respectively, at a price of $0.001 per share. Ms. Ning
    HE is a sister of Mr. Bing HE.Related Party TransactionsCurrently,
    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.





21

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ITEM 13.
    EXIBITS AND REPORTS ON FORM 8-K


(a) Exhibit
    No.


3.1
    Articles of Incorporation*


3.2
    Bylaw*


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


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


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


(b) Reports
    on Form 8-K


None.


ITEM 14. PRINCIPAL ACCOUNTANT
    FEES AND SERVICES


AUDIT FEES.
    The aggregate fees billed in each of the fiscal years ended September 30, 2007 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-KSB or
    services that are normally provided by the accountant in connection with statutory and
    regulatory filings or engagements as well as registration statement filings for those
    fiscal years were $2,000.


AUDIT-RELATED
    FEES. There aggregate fees billed for services reasonably related to the performance of
    the audit or review of the financial statements outside of those fees disclosed above
    under "Audit Fees" for fiscal years 2007 was $0.


TAX FEES. For
    the fiscal years ended September 30, 2007, 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.


22

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


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


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


By:
    /s/ HE Bing
    January 2, 2008--------------------------------------------HE BingIts:
    Principal executive
    officerPresident, CEO, CFO,
    director


23

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


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


---

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


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


Date: January 2, 2008/s/ HE Bing-----------------------HE BingChief Executive Officer and
    Chief Financial Officer


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Exhibit 32


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

In
    connection with the Annual Report of China Digital Ventures Corporation a Nevada
    corporation (the "Company") on Form 10-KSB for the year ending September 30,
    2007, as filed with the Securities and Exchange Commission on the date hereof (the
    "Report"), HE Bing, Chief Executive Officer and Chief Financial Officer of the
    Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. ss. 1350, as
    adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:


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


A signed
    original of this written statement required by Section 906 has been provided to China
    Digital Ventures Corporation, and will be retained by China Digital Ventures Corporation
    and furnished to the Securities and Exchange Commission or its staff upon request./s/ HE Bing--------------------------HE BingChief
    Executive Officer and Chief Financial OfficerJanuary 2, 2008




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