UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



(Mark
    One)


[ x ]
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


For the quarterly period ended
    December 31, 2008


[   ]
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


For the transition period from [   ] to [  
]

Commission File Number: [   ]

CHINA DIGITAL VENTURES CORPORATION

(Exact Name of Registrant as Specified in Its
Charter)

Nevada
    -------------(State or Other Jurisdiction of Incorporation or Organization)
    (IRS Employer Identification No.)Unit 603, 6/F., Malaysia Building, 50 Gloucester Road,Wanchai, Hong Kong
    n/a(Address of Principal Executive Offices)
    (Zip Code)


+011 618 7123 2313
(Registrant's Telephone Number, Including Area Code)

Not Applicable
(Former Name, Former Address and Former
Fiscal Year if Changed Since Last Report)

Indicate
    by check 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 past 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.


Yes [ x ] No [   ]

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


Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-Accelerated Filer [ ] Smaller Reporting Company [ x ]

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


Yes [ x ] No [   ]

The
    number of common equity shares outstanding as of January 31, 2009 was 13,228,000 shares of
    Common Stock, $0.001 par value.


---

Explanatory NoteThis Amendment No.2 on Form 10Q/A to the Registrant's Form 10Q and Amendment No.1 on
    Form 10Q/A filed with the Securities and Exchange Commission on February 17, 2009 and
    October 15, 2009, respectively, (collectively as "Form 10Qs") amends the Form
    10Qs to revise the disclosure in Item 4T of the heading "Controls and
    Procedures."


---

INDEX

PagePART
    I. FINANCIAL INFORMATIONItem 1.
    Financial StatementsConsolidated Balance
    Sheet - December 31, 2008 (Unaudited)
    2Consolidated
    Statements of Operations - Three Months ended December 31, 2008 and 2007 and from March
    26, 2007 (Inception) to December 31, 2008 (Unaudited)
    3Consolidated
    Statement of Stockholders' Equity / (Deficit) - From March 26, 2007 (Inception) to
    December 31, 2008 (Unaudited)
    4Consolidated
    Statements of Cash Flows - Three Months ended December 31, 2008 and 2007 and from March
    26, 2007 (Inception) to December 31, 2008 (Unaudited)
    5Notes to Consolidated
    Financial Statements
    6-11Item 2.
    Management's
    Discussion and Analysis of Financial Condition and Results of Operations
    12-16Item 3.
    Quantitative and
    Qualitative Disclosure About Market Risk
    17Item 4.
    Controls and
    Procedures
    17PART
    II. OTHER INFORMATIONItem 1
    Legal Proceedings
    18Item 2
    Unregistered Sales of
    Equity Securities and Use of Proceeds
    18Item 3
    Defaults Upon Senior
    Securities
    18Item 4
    Submission of Matters
    to a Vote of Security Holders
    18Item 5
    Other Matters
    18Item 6.
    Exhibits
    18SIGNATURES
    
    19




---



PART I - FINANCIAL INFORMATION

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)COSOLIDATED BALANCE SHEETAS AT DECEMBER 31, 2008(UNAUDITED)(Stated in US Dollars)


Note
    
    December 31,
    2008
    
    September 30,
    2008(Unaudited)
    
    (Audited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    8,503
    $
    8,517--------------------
    
    -------------------Total assets
    
    $
    8,503
    $
    8,517===========
    
    ===========LIABILITIES AND
    STOCKHOLDERS' DEFICITCurrent liabilities:Accrued expenses
    
    $
    34,160
    $
    33,060Amount due to a director
    
    
    21,148
    
    19,648-------------------
    
    -------------------Total current
    liabilities
    
    
    55,308
    
    52,708-------------------
    
    -------------------Stockholders' deficit :Common stock, $0.001
    par value, 75,000,000 shares authorized 13,228,000 (2007: 13,000,000) shares issued and
    outstanding
    4
    
    13,208
    
    13,208Additional paid up capital
    4
    
    31,352
    
    31,352Deficit accumulated
    during the development stage
    
    
    (91,365)
    
    (88,751)-------------------
    
    -------------------Total stockholders' deficit
    
    
    (46,805)
    
    (44,191)-------------------
    
    -------------------Total liabilities and stockholders' deficit
    
    $
    8,503
    $
    8,517===========
    
    ===========


See accompanying notes to the financial statements

2

---

CHINA
    DIGITAL VENTURES CORPORATION(A DEVELOPMENT STAGE COMPANY)COSOLIDATED STATEMENTS OF
    OPERATIONSFOR THE THREE MONTHS ENDED
    DECEMBER 31, 2008 AND 2007 AND FROM MARCH 26, 2007 (INCEPTION) TO DECEMBER 31, 2008(UNAUDITED)(Stated in US Dollars)


For the PeriodFor the Three
    
    For the Three
    
    from March 26,Months Ended
    
    Months Ended
    
    2007 (Inception)December 31,
    
    December 31,
    
    to December 31,2008
    
    2007
    
    2008---------------------
    
    ---------------------
    
    ---------------------Net Revenues
    $
    5,886
    $
    1,300
    $
    18,637Cost of Revenues
    
    2,833
    
    910
    
    9,712---------------------
    
    ---------------------
    
    ---------------------Gross Profits
    
    3,053
    
    390
    
    8,925Other General and
    Administrative Expenses
    
    5,667
    
    13,894
    
    100,286---------------------
    
    ---------------------
    
    ---------------------Loss from Operations
    
    (2,614)
    
    (13,504)
    
    (91,361)Other ExpensesInterests
    
    -
    
    -
    
    4---------------------
    
    ---------------------
    
    ---------------------Net Loss
    $
    (2,614)
    $
    (13,504)
    $
    (91,365)============
    
    ============
    
    ============Weighted Average
    Basic and Diluted Shares Outstanding
    
    13,228,000
    
    13,000,000
    
    12,950,334============
    
    ============
    
    ============Loss Per Share -
    basic and diluted
    $
    (0.00)
    $
    (0.00)
    $
    (0.00)============
    
    ============
    
    ============


*Basic and diluted weighted
    average number of shares is the same since the Company has no dilutive securities


See accompanying notes to the financial statements

3

---

CHINA
    DIGITAL VENTURES CORPORATION(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENT OF
    STOCKHOLDERS'EQUITY / (DEFICIT)FOR THE PERIOD FROM MARCH 26,
    2007 (INCEPTION) TO DECEMBER 31, 2008(UNAUDITED)(Stated in US Dollars)


DeficitaccumulatedCommon stock
    
    Additional
    
    during the
    
    Total------------------------------
    
    paid-in
    
    development
    
    stockholders'Shares
    
    Amount
    
    capital
    
    stage
    
    equity/(deficit)------------
    
    ------------
    
    ------------
    
    ------------
    
    ------------------Balance
    at March 26, 2007 (inception)
    -
    $
    -
    $
    -
    $
    -
    $
    -Issuance
    of founder shares for cash at $0.001 per share - March 28, 2007
    10,000,000
    
    10,000
    
    -
    
    -
    
    10,000Sale
    of shares for cash at $0.01 per share - April 2007
    3,000,000
    
    3,000
    
    27,000
    
    -
    
    30,000Net loss
    -
    
    -
    
    -
    
    (38,799)
    
    (38,799)----------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ---------------Balance
    at September 30, 2007
    13,000,000
    
    13,000
    
    27,000
    
    (38,799)
    
    1,201Sale
    of shares for cash at $0.02 per share - Feb-Mar 2008
    208,000
    
    208
    
    3,952
    
    -
    
    4,160Issuance
    of shares for services at $0.02 per share - Jul 7, 2008
    20,000
    
    -
    
    400
    
    -
    
    400Net
    loss
    -
    
    -
    
    -
    
    (49,952)
    
    (49,952)----------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ---------------Balance
    at September 30, 2008
    13,228,000
    
    13,208
    
    31,352
    
    (88,751)
    
    (44,191)Net
    loss
    -
    
    -
    
    -
    
    (2,614)
    
    (2,614)----------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ---------------Balance
    at December 31, 2008
    13,228,000
    $
    13,208
    $
    31,352
    $
    (91,365)
    $
    (46,805)==========
    
    ==========
    
    =========
    
    =========
    
    =========


See accompanying notes to the financial statements

4

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF
    CASH FLOWSFOR THE THREE MONTHS ENDED
    DECEMBER 31, 2008 AND 2007 AND FROM MARCH 26, 2007 (INCEPTION)
    TO DECEMBER 31, 2008(UNAUDITED)(Stated in US Dollars)


For the Three
    Months Ended
    December 31,
    2008
    
    For the Three
    Months Ended
    December 31,
    2007
    
    For the Period
    from
    March 26, 2007
    (Inception) to
    December 31,
    2008-----------------------
    
    -----------------------
    
    ------------------------Cash Flows from
    Operating Activities:Net Loss
    $
    (2,614)
    $
    (13,504)
    $
    (91,365)Adjustments to
    Reconcile Net Loss to Net Cash Used in Operating Activities:Common stock
    issuance for services
    
    -
    
    -
    
    400Changes in Assets
    and Liabilities:Increase in
    Account Receivable
    
    -
    
    (1,000)
    
    -Increase in
    Accrued Expenses
    
    1,100
    
    4,226
    
    34,160Increase in
    Deposit and Other Payables
    
    -
    
    4,500
    
    -Increase in
    Account Payables
    
    -
    
    910
    
    -Increase in Due to
    a director
    
    1,500
    
    1,500
    
    21,148-----------------------
    
    -----------------------
    
    -----------------------Net Cash Used in
    Operating Activities
    
    (14)
    
    (3,368)
    
    (35,657)-----------------------
    
    -----------------------
    
    -----------------------Cash Flows from
    Investing Activities:
    
    -
    
    -
    
    ------------------------
    
    -----------------------
    
    -----------------------Cash Flows from
    Financing Activities:Proceeds from Sale
    of Common Stock
    
    -
    
    -
    
    44,160-----------------------
    
    -----------------------
    
    -----------------------Net Cash Provided
    by Financing Activities
    
    -
    
    -
    
    44,160-----------------------
    
    -----------------------
    
    -----------------------Increase in Cash
    
    (14)
    
    (3,368)
    
    8,503Cash - Beginning
    of Period
    
    8,517
    
    5,001
    
    ------------------------
    
    -----------------------
    
    -----------------------Cash - End of
    Period
    $
    8,503
    $
    1,633
    $
    8,503=============
    
    =============
    
    =============Supplemental Disclosures of
    Cash Flow Information:Interest Paid
    $
    -
    $
    -
    $
    4=============
    
    =============
    
    =============Income Taxes Paid
    $
    -
    $
    -
    $
    -=============
    
    =============
    
    =============


See accompanying notes to the financial statements

5

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CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE THREE MONTHS ENDED
    DECEMBER 31, 2008(UNAUDITED)(Stated in US Dollars)


1.
    ORGANIZATION


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


As of December 31, 2008, the Company has commenced its operations in the web-based telecom
    business and has recorded minimal revenue. The Company has an operational office in
    Guangzhou, China.


2.
    UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN


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


As of December 31, 2008, the Company has generated modest revenue and has incurred an
    accumulated deficit since inception totaling $91,365 at December 31, 2008 and its current
    liabilities exceed its current assets by $46,805. These financial statements do not
    include any adjustments relating to the recoverability and classification of recorded
    asset amounts and classification of liabilities that might be necessary should the Company
    be unable to continue as a going concern. These factors noted above raise substantial
    doubts regarding the Company's ability to continue as a going concern.


3.
    SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS


Basis of Presentation


The accompanying unaudited interim financial statements have been prepared in accordance
    with accounting principals generally accepted in the United States of America and the
    rules of the U.S. Securities and Exchange Commission, and should be read in conjunction
    with the audited financial statements and notes thereto for the period ended September 30,
    2008. They do not include all information and footnotes required by accounting principles
    generally accepted in the United States of America for complete financial statements.
    However, except as disclosed herein, there has been no material change in the information
    disclosed in the notes to the financial statements for the period ended September 30, 2008
    included in the Company Form 10-K filed with the Securities and Exchange Commission. In
    the opinion of management, all adjustments (consisting of normal recurring accruals)
    considered necessary for a fair presentation of financial position and results of
    operations for the interim period presented have been included. Operating results for the
    interim period are not necessary indicative of the results that may be expected for the
    respective full year.


6

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CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE THREE MONTHS ENDED
    DECEMBER 31, 2008(UNAUDITED)(Stated in US Dollars)


3.
    SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS
    (CONTINUED)


Principals of Consolidation


The consolidated financial statements for the three months period ended December 31, 2008
    include the financial statements of the Company and its wholly owned subsidiary Superfone
    Asia Holdings Limited and Superfone Asia Limited. The results of subsidiary acquired or
    sold during the period are consolidated from their effective dates of acquisition or
    through their effective dates of disposition, respectively.


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


Place of
    
    AttributableName of Company
    
    incorporation
    
    InterestSuperfone Asia
    Holdings Limited
    
    Hong Kong
    
    100%*Superfone Asia
    Limited
    
    Hong Kong
    
    100%** the
    attributable interests will decrease to 50% once we commence commercial operation of the
    joint venture.


Use of Estimates


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


Basic and Diluted Net Income (Loss) Per Share


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


Fair Value of Financial Instruments


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


7

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CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE THREE MONTHS ENDED
    DECEMBER 31, 2008(UNAUDITED)(Stated in US Dollars)


3.
    SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS
    (CONTINUED)


Cash and Cash Equivalents


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


Website Development Costs


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


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


Income Tax


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


Foreign Currency Translation


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


8

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CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE THREE MONTHS ENDED
    DECEMBER 31, 2008(UNAUDITED)(Stated in US Dollars)


3.
    SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS
    (CONTINUED)


Stock-based Compensation


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


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


Issuance of Shares for Service


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


Revenue Recognition


The Company recognizes its revenue in accordance with the Securities and Exchange
    Commissions ("SEC") Staff Accounting Bulletin No. 104, " Revenue
    Recognition in Financial Statements " ( " SAB 104 " ). Revenue is
    recognized upon shipment, provided that evidence of an arrangement exists, title and risk
    of loss have passed to the customer or services have been provided, 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.


9

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CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE THREE MONTHS ENDED
    DECEMBER 31, 2008(UNAUDITED)(Stated in US Dollars)


3.
    SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS
    (CONTINUED)


Recent Pronouncements


In February 2007, FASB issued Statement of Financial Accounting Standards No.
    ("SFAS") 159, "The Fair Value Option for Financial Assets and Financial
    Liabilities - Including an Amendment of FASB Statement No. 115" ("SFAS
    159"). SFAS 159 permits entities to choose to measure many financial instruments and
    certain other items at fair value. Entities that elect the fair value option will report
    unrealized gains and losses in earnings at each subsequent reporting date. The fair value
    option may be elected on an instrument-by-instrument basis, with a few exceptions. SFAS
    159 also establishes presentation and disclosure requirements to facilitate comparisons
    between entities that choose different measurement attributes for similar assets and
    liabilities. The requirements of SFAS 159 are effective for our fiscal year beginning on
    January 1, 2008. The Company does not anticipate that the adoption of this standard will
    have a material impact on these consolidated financial statements.


In December 2007, the SEC issued Staff Accounting Bulletin No. 110 ("SAB 110").
    SAB 110 permits companies to continue to use the simplified method, under certain
    circumstances, in estimating the expected term of "plain vanilla" options beyond
    December 31, 2007. SAB 110 updates guidance provided in SAB 107 that previously stated
    that the Staff would not expect a company to use the simplified method for share option
    grants after December 31, 2007. Adoption of SAB 110 is not expected to have a material
    impact on the Company ' s consolidated financial statements.


In December 2007, the Financial Accounting Standards Board issued Statement of Financial
    Accounting Standard ("SFAS") No. 160, "Noncontrolling Interests in
    Consolidated Financial Statements, an amendment of ARB No. 51". SFAS 160 establishes
    accounting and reporting standards for the noncontrolling interest in a subsidiary and for
    the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years, and interim
    periods within those fiscal years, beginning on or after December 15, 2008. As such, the
    Company is required to adopt these provisions at the beginning of the fiscal year ended
    December 31, 2009. The Company is currently evaluating the impact of SFAS 160 on its
    consolidated financial statements but does not expect it to have a material effect.


In December 2007, the Financial Accounting Standards Board issued Statement of Financial
    Accounting Standard ("SFAS") No. 141(R), "Business Combinations " .
    SFAS 141(R) establishes principles and requirements for how the acquirer recognizes and
    measures in its financial statements the identifiable assets acquired, the liabilities
    assumed, an any noncontrolling interest in the acquiree, recognizes and measures the
    goodwill acquired in the business combination or a gain from a bargain purchase, and
    determines what information to disclose to enable users of the financial statements to
    evaluate the nature and financial effects of the business combination. SFAS 141(R) is
    effective for fiscal years, and interim periods within those fiscal years, beginning on or
    after December 15, 2008. As such, the Company is required to adopt these provisions at the
    beginning of the fiscal year ended December 31, 2009. The Company is currently evaluating
    the impact of SFAS 141(R) on its consolidated financial statements but does not expect it
    to have a material effect.


In March 2008, The Financial Accounting Standards Board ("FASB") issued SFAS No.
    161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is
    intended to improve financial reporting about derivative instruments and hedging
    activities by requiring enhanced disclosures to enable investors to better understand
    their effects on an entity's financial position, financial performance, and cash flows. It
    is effective for financial statements issued for fiscal years and interim periods
    beginning after November 15, 2008, with early application encouraged. The adoption of SFAS
    No. 161 is not expected to have a material effect on our consolidated financial position,
    results of operation or cash flow.


10

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CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE THREE MONTHS ENDED
    DECEMBER 31, 2008(UNAUDITED)(Stated in US Dollars)


4.
    COMMON
    STOCK


As of December 31, 2008, the Company has 75,000,000 shares authorized and 13,228,000
    shares issued and outstanding. There were no shares issued during the three months ended
    December 31, 2008.


5.
    RELATED PARTY TRANSACTIONS


During the three months ended December 31, 2008, and for the period from March 26, 2007
    (date of inception) to December 31, 2008, the President received $1,500 and $10,500,
    respectively, for his services as consultant to the Company.


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


As of December 31, 2008 and September 30, 2008, the amount due to a director was $21,148
    and $19,648, respectively. The amount due to a director is unsecured, non-interest bearing
    and payable on demand.


6.
    RESTATEMENT OF FINANCIAL STATEMENTS


For the comparison purpose, the statement of operation and statement of cash flow for the
    three months ended December 31, 2007 have been added. No other figures is restated.


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


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


Forward-Looking Statements


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


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


Critical Accounting Policy and Estimates


Our Management's Discussion and Analysis of Financial Condition and Results of Operations
    section discusses our financial statements, which have been prepared in accordance with
    accounting principals generally accepted in the United States of America. The preparation
    of these financial statements requires management to make estimates and assumptions that
    affect the reported amounts of assets and liabilities at the date of the consolidated
    financial statements and the reported amounts of revenues and expenses during the
    reporting period. On an on-going basis, management evaluates its estimates and judgments,
    including those related to revenue recognition, accrued expenses, financing operations,
    and contingencies and litigation. Management bases its estimates and judgments on
    historical experience and on various other factors that are believed to be reasonable
    under the circumstances, the results of which form the basis for making judgments about
    the carrying value of assets and liabilities that are not readily apparent from other
    sources. Actual results may differ from those estimates under different assumptions or
    conditions. The most significant accounting estimates inherent in the preparation of our
    financial statements include estimates as to the appropriate carrying value of certain
    assets and liabilities which are not readily apparent from other sources. These accounting
    policies are described at relevant sections in this discussion and analysis and in the
    notes to the financial statements included in our Quarterly Report on Form 10-Q for the
    period ended December 31, 2008.


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Overview


CDVC was organized on March 26, 2007 and has commenced revenue-generating operations. The
    Company is a web-based telecom services provider. In December 2008, it signed an agreement
    to provide mobile advertising on an innovative technology platform. Currently the Company
    is developing and expanding its operations and at the same time, also seeking synergistic
    projects to enhance the operations of the Company and shareholder return. The Company's
    mailing address in Hong Kong is Unit 603, 6/F., Malaysia Building, 50 Gloucester
    Road,Wanchai, Hong Kong. The telephone number of our principal executive office is +011
    618 7123 2313.


Overview Telecom Market


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


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


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


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


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


Telecom Services


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


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CDVC has commenced the development of its website atwww.ngndial.comand 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,
    where all the services will be automated, and relies less on any human intervention.
    Currently our business relies on selling of telecom services where our sales and cash
    collection relies on direct involvement of sales staff. With a fully automated platform,
    we shall be able to sell our services on the internet and reduce our selling costs.


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.


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.


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.


During the period under review, the Company is a reseller of VOIP numbers and services to
    its customers in China and Hong Kong.


Mobile Devices Advertising


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


Today, mobile phones is indispensable for many people as it becomes our essential
    communication device. Thus the mobile phones and device have become an important tool for
    advertisers. This Joint Venture with Verte is an important plan for the Company to tap
    into a vertical market of the telecom services.


Originally, the Company planed to conduct a pilot test of the mobile device advertising
    platform in China in March 2009. Once the pilot test has been proven successful with a
    telecom operator after a planned two months period, then the Company expects to enter into
    commercial operation within 3 months after a successful pilot test. The Company is
    currently seeking technical information and equipment requirements from the joint venture
    partner to conduct such pilot tests. It is unlikely that the pilot test will be conducted
    in March 2009 as initially planned. The Company expected to enter discussion with the
    joint venture partners about the extension of signing an MOU for the test site with a
    telecom operator in China.


General


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 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.


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Results
    of Operations


FOR THE THREE MONTHS PERIOD ENDED DECEMBER 31, 2008 AND 2007 AND FOR THE PERIOD FROM MARCH
    26, 2007 (INCEPTION) TO DECEMBER 31, 2008


REVENUES


The Company has realized revenue of $5,886 for the three months period ended December 31,
    2008. The Company incurred a cost of revenue of $2,833, achieving a gross profit of $3,053
    for the three months period ended December 31, 2008. We hope to generate additional
    revenue when we receive more contracts or develop other projects.
    The Company has realized revenue of $1,300 for the
    three months period ended December 31, 2007. The Company incurred a cost of revenue of
    $910, achieving a gross profit of $390 for the three months period ended December 31,
    2007.
    For the period from March 26, 2007 (date of
    inception) to December 31, 2008, the Company realized revenue of $18,637, incurred a cost
    of revenue of $9,712 and achieved a gross profit of $8,925.


OPERATING EXPENSES


For the three months period ended December 31, 2008, our gross profit was $3,053 and our
    total operating expenses were $5,667, all of which were selling, general and
    administrative expenses. Our net loss to our shareholders for the three months period
    ended December 31, 2008 was $2,614.
    For the three months period ended December 31, 2007,
    our gross profit was $390 and our total operating expenses were $13,894, all of which were
    selling, general and administrative expenses. Our net loss to our shareholders for the
    three months period ended December 31, 2007 was $13,504.
    For the period from March 26, 2007 (date of
    inception) to December 31, 2008, the accumulated gross profit was $8,925, the total
    operating expenses was $100,286 which was all selling, general and administrative expenses
    and had $4 in interest expenses and resulting in an accumulated net loss to our
    shareholders of $91,365.


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Liquidity
    and Capital Resources


We do not have sufficient resources to effectuate our business. As of December 31, 2008,
    we had $8,503 in cash. We expect to incur a minimum of $60,000 in expenses during the next
    twelve months of operations. We estimate that this will be comprised of the following
    expenses: $5,000 in website development; $10,000 in other marketing expenses and $20,000
    for conducting a pilot test for the mobile advertising platform. Additionally, $25,000
    will be needed for general overhead expenses such as salaries, legal and accounting fees,
    office overheads and general expenses.


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


Going Concern Consideration


The Company is a development stage company and has commenced the principal operations. The
    Company had modest revenues and incurred a net loss of $2,614 for the three months ended
    December 31, 2008 and an accumulated net loss of $91,365 for the period from March 26,
    2007 (inception) to December 31, 2008. These factors raise substantial doubt about the
    Company ' s ability to continue as a going concern. The Company ' s ability to continue as
    a going concern must be considered in light of the problems, expenses and complications
    frequently encountered in emerging markets and the competitive environment in which the
    Company operates. The Company is pursuing financing for its operations. In addition the
    Company is seeking to expand its revenue base by adding new clients to our customer base.
    Failure to secure such financing, to raise additional equity capital and to expand its
    revenue base may result in the Company depleting its available funds and not being able to
    pay its obligations. These financial statements do not include any adjustment to reflect
    the possible future effects on the recoverability and classification of assets or the
    amount sand classification of assets or the amounts and classification of liabilities that
    may result from the possible inability of the Company to continue as a going concern.


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Item 3. Quantitative and
    Qualitative Disclosures about Market Risk.


Quantitative and Qualitative Disclosures about Market Risk:


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


Off-Balance Sheet Arrangements:


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


Item 4T. Controls and Procedures.


Evaluation of Controls and Procedures:


In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to
    perform an evaluation under the supervision and with the participation of the Company's
    management, including the Company's Principal Executive Officer and Principal Financial
    Officer, of the effectiveness of the design and operation of the Company's disclosure
    controls and procedures as of the end of the period.**Evaluation of Disclosure Controls and Procedures:**
    Based on their evaluation of our disclosure controls and procedures (as defined in Rules
    13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2008, our Principal
    Executive Officer and Principal Financial Officer have concluded that our disclosure
    controls and procedures were not effective to ensure that the information required to be
    disclosed by us in this Report was (i) recorded, processed, summarized and reported within
    the time periods specified in the SEC's rules and instructions for Form 10-Q.
    Our Principal Executive Officer and Principal Financial Officer have concluded that our
    disclosure controls and procedures had the following deficiency:


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


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


Changes in Internal Controls over Financial Reporting:


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


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PART
    II. OTHER INFORMATION


Item 1. Legal Proceedings.


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


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


None.


Item 3. Defaults Upon Senior Securities.


None.


Item 4. Submission of Matters to a Vote of Security Holders.


There was no matter submitted to a vote of security holders during the fiscal quarter
    ended December 31, 2008.


Item 5. Other Information.


None.


Item 6. Exhibits


Exhibit No.
    Description3.1
    Articles of
    Incorporation (1)3.2
    Bylaws (1)10.1
    A Letter Agreement
    for loan advanced by Mr. Bing He (2)31.1
    Rule
    13a-14(a)/15d14(a) Certification of CEO (Attached Hereto)31.2
    Rule
    13a-14(a)/15d14(a) Certification of CFO (Attached Hereto)32.1
    Section 1350 Certifications (Attached Hereto)32.2
    Section 1350 Certifications (Attached Hereto)


1
    Incorporated by reference to our Registration Statement on Form SB-2 filed with the SEC on
    October 16, 2007.2
    Incorporated by reference to our Amendment no. 1 to Form 10K/A filed with the SEC on
    October 15, 2009.


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SIGNATURES


In accordance with to requirements of the Exchange Act, the registrant caused this report
    to be signed on its behalf by the undersigned, thereunto duly authorized.


Dated: November 20, 2009


CHINA DIGITAL VENTURES CORPORATIONBy:
    /s/ Con UnerkovName:
    Con UnerkovTitle:
    President and Director(Principal Executive Officer)By:
    /s/ Bing HeName:
    Bing HeTitle:
    Treasurer and Director(Principal Financial andAccounting Officer)


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