U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB/A

[X]
    QUARTERLY
    REPORT UNDER SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarter ended
    December 31, 2007


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


Commission File Number: [ ]

CHINA DIGITAL VENTURES CORPORATION(Exact name of small business issuer as specified in its charter)

Nevada(State of incorpration)
    --------------(IRS Employer ID Number)`


26 Floor, 88 Lockhart Road, Wanchai, Hong Kong(Address of principal executive offices)

+011 (852) 6343-7704(Issuer's telephone number)

________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Check whether the
    issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange
    Act 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 mark whether the registrant is a shell company (as defined in Rule 12b-2
    of the Exchange Act). YES [X] NO [  ]


Number of shares of common stock outstanding as of February 14, 2008: 13,038,000 shares of
    common stock.


Transitional Small Business Format  Yes [  ] No [X]


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FORWARD-LOOKING
    STATEMENTSThis quarterly report contains forward-looking statements as that term is defined in the Private
    Securities Litigation Reform Act of 1995. These statements relate to future events or
    our future financial performance. In some cases, you can identify forward-looking
    statements by terminology such as "may", "will", "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.Although we believe that the expectations reflected in the forward-looking statements are
    reasonable, we cannot guarantee future results, levels of activity, performance or
    achievements. Except as required by applicable law, including the securities laws of the
    United States, we do not intend to up date any of the forward-looking statements to
    conform these statements to actual results.Our financial statements are stated in United States Dollars and are prepared in
    accordance with United States Generally Accepted Accounting Principles. In this quarterly
    report, unless otherwise specified, all dollar amounts are expressed in United States
    Dollars.As used in this quarterly report, the terms "we", "us",
    "our", "CDV", "CDVC" and "the Company" mean China
    Digital Ventures Corporation unless otherwise indicated.


1

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PART I - FINANCIAL INFORMATION

CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    CONDENSED BALANCE SHEET
    AS AT DECEMBER 31, 2007
    (UNAUDITED)
    (Stated in US Dollars)


Note
    
    December
    31,
    2007
    
    September
    30, 2007ASSETS
    
    
    (Unaudited)
    
    (Audited)Current assets:Cash and cash equivalents
    
    $
    1,633
    $
    5,001Accounts receivable
    
    
    1,000
    
    ---------------------
    
    -------------------Total
    assets
    
    $
    2,633
    $
    5,001=============
    
    =============LIABILITIES
    AND STOCKHOLDERS' DEFICITCurrent liabilities:Accounts payables
    
    $
    910
    $
    -Deposits and other payables
    
    
    6,300
    
    1,800Accrued expenses
    
    
    6,226
    
    2,000Amount due to a director
    
    
    1,500
    
    --------------------
    
    -------------------Total
    current liabilities
    
    
    14,936
    
    3,800-------------------
    
    -------------------Stockholders' deficit:Common stock, $0.001 par
    value, 75,000,000 sharesauthorized;13,000,000 shares issued and
    outstanding
    4
    $
    13,000
    
    13,000Additional paid up capital
    4
    
    27,000
    
    27,000Deficit accumulated during the development
    stage
    
    
    (52,303)
    
    (38,799)-------------------
    
    -------------------Total
    stockholders' deficit
    
    $
    (12,303)
    $
    1,201-------------------
    
    -------------------Total
    liabilities and stockholders'deficit
    
    $
    2,633
    $
    5,001=============
    
    =============


See accompanying notes to the financial statements

2

---

CHINA DIGITAL
    VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    CONDENSED STATEMENT OF OPERATION
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2007
    (UNAUDITED)
    (Stated in US Dollars)


For the
    PeriodFor the
    Three
    
    from
    March 26,Months
    Ended
    
    2007
    (Inception)December
    31,
    
    to
    December 31,2007
    
    2007----------------------
    
    ----------------------Net Revenues
    $
    1,300
    $
    2,100Cost of Revenues
    
    910
    
    1,510----------------------
    
    ----------------------Gross Profits
    
    390
    
    590Other General
    and Administrative Expenses
    
    13,894
    
    52,893----------------------
    
    ----------------------Loss from
    Operations
    
    (13,504)
    
    (52,303)Other ExpensesInterests
    
    -
    
    -----------------------
    
    ----------------------Net Loss
    $
    (13,504)
    $
    (52,303)===============
    
    ===============Weighted Average Basic and
    Diluted Shares Outstanding
    
    13,000,000
    
    13,000,000===============
    
    ===============Loss Per Share-basic and diluted
    $
    (0.00)
    $
    (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 the financial statements

3

---

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


DeficitaccumulatedCommon stock
    
    Additional
    
    during the
    
    Total '---------------------------
    
    paid-in
    
    development
    
    stockholdersShares
    
    Amount
    
    capital
    
    stage
    
    equity----------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ----------------Balance
    at March 26, 2007
    -
    $
    -
    $
    -
    $
    -
    $
    -(inception)Issuance
    of founder shares forcash
    at $0.001 per share -March
    28, 2007
    10,000,000
    
    10,000
    
    -
    
    -
    
    10,000Sale
    of shares for cash at $0.01per
    share-April, 2007
    3,000,000
    
    3,000
    
    27,000
    
    -
    
    30,000Net
    loss
    -
    
    -
    
    -
    
    (38,799)
    
    (38,799)----------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ---------------Balance
    at September 30, 2007
    13,000,000
    $
    13,000
    $
    27,000
    $
    (38,799)
    $
    1,201Net
    loss
    -
    
    -
    
    -
    
    (13,504)
    
    (13,504)----------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ---------------Balance
    at December 31, 2007
    13,000,000
    $
    13,000
    $
    27,000
    $
    (52,303)
    
    (12,303)===========
    
    ===========
    
    ===========
    
    ===========
    
    ===========


4

---

CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    CONDENSED STATEMENT OF CASH FLOWS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2007
    (UNAUDITED)
    (Stated in US Dollars)


For the PeriodFor the Three
    
    from March 26, 2007Months Ended
    
    (Inception) toDecember 31, 2007
    
    December 31, 2007---------------------------
    
    ---------------------------Cash Flows from
    Operating Activities:Net Loss
    $
    (13,504)
    $
    (52,303)Adjustments to
    Reconcile Net Loss to Net Cash Usedin
    Operating Activities:Changes in Assets and Liabilities:Increase in Accounts Receivable
    
    (1,000)
    
    (1,000)Increase in Accounts Payables
    
    910
    
    910Increase in Accrued Expenses
    
    4,226
    
    6,226Increase in Deposits and Other Payables
    
    4,500
    
    6,300Increase in Due to a director
    
    1,500
    
    1,500-------------------
    
    -------------------Net Cash Used in Operating Activities
    
    (3,368)
    
    (38,367)-------------------
    
    -------------------Cash Flows from
    Investing Activities:
    
    -
    
    --------------------
    
    -------------------Cash Flows from
    Financing Activities:Proceeds from Sale of Common Stock
    
    -
    
    40,000-------------------
    
    -------------------Net Cash Provided by Financing Activities
    
    -
    
    40,000-------------------
    
    -------------------(Decrease)/Increase
    in Cash
    
    (3,368)
    
    1,633Cash - Beginning
    of Period
    
    5,001
    
    --------------------
    
    -------------------Cash - End of
    Period
    $
    1,633
    $
    1,633=============
    
    =============Supplemental
    Disclosures of Cash Flow Information:Interest Paid
    $
    -
    $
    -=============
    
    =============Income Taxes Paid
    $
    -
    $
    -=============
    
    =============


See accompanying notes to the financial statements

5

---

CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE CONDENSED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2007
    (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 Shenzhen, China and its principal business is to
    provide web-based telecom services focus on Greater China.


As of December 31, 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.


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, 2007, the Company has generated modest revenue and has incurred an
    accumulated deficit since inception totaling $52,303 at December 31, 2007 and its current
    liabilities exceed its current assets by $12,303. 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.


The Company has filed a SB-2 Registration Statement with the United States Securities and
    Exchange Commission to register 3,500,000 shares of common stock for sale by
    the Company at $0.02 per share for gross proceeds of $70,000. In additional, the
    Company registered 380,000 shares of commons stock held by existing shareholders for
    resale at $0.02 per share. The Company will not receive any proceeds with respect to the
    resale of shares held by existing shareholders. This SB-2 registration statement became
    effective on December 28, 2007.


3.
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS


Basis of Presentation


The accompanying unaudited interim financial statements have been prepared in accordance
    with accounting principals generally accepted in the United States of America and the
    rules of the U.S. Securities and Exchange Commission, and should be read in conjunction
    with the audited financial statements and notes thereto for the period ended September 30,
    2007. 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, 2007
    included in the Company Form 10-KSB 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 CONDENSED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2007
    (UNAUDITED)
    (Stated in US Dollars)


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


Use of Estimates


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


Basic and Diluted Net Income (Loss) Per Share


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


Fair Value of Financial Instruments


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


Cash and Cash Equivalents


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


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.




---

CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE CONDENSED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2007
    (UNAUDITED)
    (Stated in US Dollars)


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


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.


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.




---

CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE CONDENSED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2007
    (UNAUDITED)
    (Stated in US Dollars)


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


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.


Recent Pronouncements


In 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.




---

CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE CONDENSED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2007
    (UNAUDITED)
    (Stated in US Dollars)


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.


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.




---

CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE CONDENSED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2007
    (UNAUDITED)
    (Stated in US Dollars)


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


Recent Pronouncements (continued)


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.


4.
    COMMON STOCK


There were no shares issued during the three months ended December 31, 2007.


5.
    RELATED COMPANY TRANSACTIONS


During the three months ended December 31, 2007 and for the period from March 26, 2007
    (date of inception) to December 31, 2007, the President received $1,500 and $4,500,
    respectively, for his services as consultant to the Company.


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


6.
    SUBSEQUENT EVENTS


Subsequent to the balance sheet date on February 14, 2008, the Company sold 38,000 shares
    in the Company to investors at $0.02 per share for a total proceeds of $760 under the
    Registration Statement  registering 3,500,000 shares in the Company that became
    effective on December 28, 2007.


11

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Item 2.
     Management's Discussion and Analysis of Financial
    Condition and Results and Plan of Operations


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


Forward-Looking Statements


This Quarterly Report on Form 10-QSB 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


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


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-QSB for the period ended December 31, 2007.


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Company Overview


CDVC 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 Operations


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


REVENUESThe Company has realized revenue of $1,300 for the three months ended December 31, 2007.
    The Company incurred a costs of revenue of $910, achieving a gross profit of $390 for the
    three months ended December 31, 2007. We hope to generate additional revenue when we
    receive more contracts.


For the period from March 26, 2007 (date of inception) to December 31, 2007, the Company
    has realized revenue of $2,100, incurred a cost of revenue of $1,510 and achieved a gross
    profit of $590.


OPERATING EXPENSESFor 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 ended
    December 31, 2007 was $13,504. 
    For the period form March 26, 2007 (date of inception) to December 31, 2007, the
    accumulated gross profit was $590, the total operating expenses was $52,893 which was all
    selling, general and administrative expenses and resulting in an accumulated net loss to
    our shareholders of $52,303.


Capital Resources and Liquidity


As of December 31, 2007, we had $1,633 in cash for a total assets of $2,633. In
    additional, the Company had a deposits payable of $6,300 accrued payables of $6,226 and
    due to a director of $1,500 for a total liabilities of $14,936 at December 31, 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.


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Plan of Operations - General


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


As of December 31, 2007, CDVC had $1,633 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. On February 15, 2008, CDVC sold 38,000 shares at
    $0.02 per share to investors for a total proceeds of $760 under the Registration Statement
    for registering 3,500,000 shares in the Company that became effective by the SEC on
    December 28, 2007. CDVC plans to satisfy our future cash requirements by additional equity
    financing in the form of private placements of common stock under aforesaid Registration
    Statement on Form SB-2. 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.


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.


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


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


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. 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:


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*
    Problems may arise
    during the development of the Internet website with the programming and testing that
    management cannot overcome, creating a time delay and additional costs;


*
    CDVC may find that potential financiers are unreceptive to its business plan and provide
    no options to raise the additional capital required to funds its marketing campaign.


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


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


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


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 $13,504 for the quarter ended
    December 31, 2007 and an accumulated net loss of $52,303 for the period March 26, 2007
    (inception) to December 31, 2007. 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.


Off-Balance Sheet Arrangements


As of December 31, 2007 there were no off-balance sheet arrangements


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Item 3.
     Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


Our disclosure controls and procedures are designed to ensure that information required to
    be disclosed in reports that we file or submit under the Securities Exchange Act of 1934
    is recorded, processed, summarized and reported within the time periods specified in the
    rules and forms of the United States Securities and Exchange Commission. Our principal
    executive and financial officers have reviewed the effectiveness of our "disclosure
    controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules
    13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on
    Form 10-QSB and have concluded that the disclosure controls and procedures are effective
    to ensure that material information relating to the Company is recorded, processed,
    summarized, and reported in a timely manner. There were no significant changes in our
    internal controls or in other factors that could significantly affect these controls
    subsequent to the last day they were evaluated by our principal executive and financial
    officers.


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, 2007.


Item 5.  Other Information.


None.


Item 6.  Exhibits


Exhibit No.
    Description3.1
    Articles of
    Incorporation (1)3.2
    Bylaws (1)31.1
    Rule
    13a-14(a)/15d14(a) Certification of Bing He (Attached Hereto)31.2
    Rule
    13a-14(a)/15d14(a) Certification of Bing He (Attached Hereto)32.1
    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.


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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: February 19,
    2008


CHINA DIGITAL VENTURES CORPORATIONBy:
    /s/ Bing HeName:
    Bing HeTitle:
    President, Treasurer, Secretary, and Director(Principal Executive, Financial andAccounting Officer)


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EXHIBIT 31.1

Rule
    13a-14(a)/15d-14(a)Certification
    of Chief Executive Officer and Chief Financial Officer of the Company
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    and Securities and Exchange Commission Release 34-46427I, Bing
    He, certify that:1. I have reviewed this quarterly report on Form 10-QSB 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. 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.Dated: February 19, 2008
    /s/ Bing HeBing He
    (Chief Financial Officer and Chief Executive Officer)


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Exhibit 32.1

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 Quarterly Report of China Digital Ventures Corporation a Nevada
    corporation (the "Company") on Form 10-QSB for the three months period ending
    December 31, 2007, as filed with the Securities and Exchange Commission on the date hereof
    (the "Report"), Bing He, 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.Dated:
    February 19, 2008
    /s/ Bing HeBing He
    (Chief Financial Officer and Chief Executive Officer)