UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549FORM 10 - Q

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


For the quarterly period ended June 30, 2008[   ]
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934






Nevada
    -------------(State or Other Jurisdiction of Incorporation or Organization)
    (IRS Employer Identification No.)26 Floor, 88 Lockhart Road, Wanchai, Hong Kong
    n/a(Address of Principal Executive Offices)
    (Zip Code)


+011 (852) 6343-7704(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.




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

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




The number of common
    equity shares outstanding as of July 25, 2008 was 13,228,000 shares of Common Stock,
    $0.001 par value.


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INDEX

PagePART
    I. FINANCIAL INFORMATIONItem 1.
    Financial StatementsCondensed Balance Sheet -June 30, 2008 (Unaudited)
    2Condensed
    Statements of Operations - Three Months and Nine Months ended
    June 30, 2008 and from March 26, 2007 (Inception) to June 30, 2008 (Unaudited)
    3Condensed
    Statement of Stockholders' Equity - From
    March 26, 2007 (Inception) to June 30, 2008 (Unaudited)
    4Condensed
    Statements of Cash Flows-Nine Months ended June 30, 2008 and
    fromMarch 26, 2007 (Inception) to June 30, 2008
    (Unaudited)
    5Notes to Condensed
    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


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PART I - FINANCIAL INFORMATION

CHINA DIGITAL VENTURES CORPORATION(A DEVELOPMENT STAGE COMPANY)CONDENSED BALANCE SHEETAS AT JUNE 30, 2008(UNAUDITED)(Stated in US Dollars)


Note
    
    June
    30, 
    2008
    
    September
    30,
    2007ASSETS
    
    
    (Unaudited)
    
    (Audited)Current assets:Cash and cash equivalents
    
    $
    6,005
    $
    5,001--------------------
    
    -------------------Total
    assets
    
    $
    6,005
    $
    5,001==============
    
    ==============LIABILITIES
    AND STOCKHOLDERS' (DEFICIT)/EQUITYCurrent liabilities:Deposits and other payables
    
    $
    12,414
    $
    1,800Accrued expenses
    
    
    27,042
    
    2,000Amount due to a director
    
    
    5,642
    
    --------------------
    
    -------------------Total
    current liabilities
    
    $
    45,098
    $
    3,800-------------------
    
    -------------------Stockholders'
    (deficit) / equity:Common stock, $0.001 par value, 75,000,000 sharesauthorized 13,208,000 (2007: 13,000,000) shares issuedand outstanding
    4
    $
    13,208
    $
    13,000Additional paid up capital
    4
    
    30,952
    
    27,000Deficit accumulated during the development stage
    
    
    (83,253)
    
    (38,799)-------------------
    
    -------------------Total
    stockholders' (deficit) / equity
    
    $
    (39,093)
    $
    1,201-------------------
    
    -------------------Total
    liabilities andstockholders' equity
    
    $
    6,005
    $
    5,001==============
    
    ==============


See accompanying notes to the financial statements

2

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


For the
    PeriodFor the
    Three
    
    For the
    Nine
    
    from March
    26,Months
    Ended
    
    Months
    Ended
    
    2007
    (Inception)June 30,
    
    June 30,
    
    to June
    30,2008
    
    2008
    
    2008----------------------
    
    ----------------------
    
    ----------------------Net Revenues
    $
    4,241
    $
    6,169
    $
    6,969Cost of Revenues
    
    2,085
    
    3,497
    
    4,097----------------------
    
    ----------------------
    
    ----------------------Gross Profits
    
    2,156
    
    2,672
    
    2,872Other General and Administrative
    Expenses
    
    19,218
    
    47,124
    
    86,123----------------------
    
    ----------------------
    
    ----------------------Loss from Operations
    
    (17,062)
    
    (44,452)
    
    (83,251)Other ExpensesInterests
    
    2
    
    2
    
    2----------------------
    
    ----------------------
    
    ----------------------Net Loss
    $
    (17,064)
    $
    (44,454)
    $
    (83,253)================
    
    ================
    
    ================Weighted Average Basic and
    Diluted Shares Outstanding
    
    13,078,637
    
    13,039,104
    
    12,776,097================
    
    ================
    
    ================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 does not have any dilutive securities

See accompanying notes to the financial statements

3

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CHINA DIGITAL
    VENTURES CORPORATION(A DEVELOPMENT STAGE COMPANY)STATEMENT OF STOCKHOLDERS'EQUITY / (DEFICIT)FOR THE PERIOD FROM MARCH 26, 2007
    (INCEPTION) TO JUNE 30, 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 forcash
    at $0.001 per share -March
    28, 2007
    10,000,000
    
    10,000
    
    -
    
    -
    
    10,000Sale
    of shares for cash at $0.01per
    share - April, 2007
    3,000,000
    
    3,000
    
    27,000
    
    -
    
    30,000Net
    loss
    -
    
    -
    
    -
    
    (38,799)
    
    (38,799)----------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ---------------Balance
    at September 30, 2007
    13,000,000
    $
    13,000
    $
    27,000
    $
    (38,799)
    $
    1,201Sale
    of shares for cash at $0.02 per share - Feb-Mar 2008
    208,000
    
    208
    
    3,952
    
    -
    
    4,160Net
    loss
    -
    
    -
    
    -
    
    (44,454)
    
    (44,454)----------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ---------------Balance
    at June 30, 2008
    13,208,000
    $
    13,208
    $
    30,952
    $
    (83,253)
    $
    (39,093)============
    
    ============
    
    ============
    
    ============
    
    ============


See accompanying notes to the financial statements

4

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


For the
    PeriodFor the
    Nine
    
    from
    March 26, 2007Months
    Ended
    
    (Inception)
    toJune 30,
    2008
    
    June 30,
    2008-----------------------
    
    ------------------------Cash Flows from Operating
    Activities:Net Loss
    $
    (44,454)
    $
    (83,253)Adjustments to Reconcile Net Loss
    to Net Cash Usedin Operating Activities:Changes in Assets and
    Liabilities:Increase in
    Accrued Expenses
    
    25,042
    
    27,042Increase in
    Deposits and Other Payables
    
    10,614
    
    12,414Increase in Due to a director
    
    5,642
    
    5,642-----------------------
    
    -----------------------Net Cash Used in Operating Activities
    
    (3,156)
    
    (38,155)-----------------------
    
    -----------------------Cash Flows from Investing
    Activities:
    
    -
    
    ------------------------
    
    -----------------------Cash Flows from Financing
    Activities:Proceeds from Sale of
    Common Stock
    
    4,160
    
    44,160-----------------------
    
    -----------------------Net Cash Provided by Financing Activities
    
    4,160
    
    44,160-----------------------
    
    -----------------------Increase in Cash
    
    1,004
    
    6,005Cash - Beginning of Period
    
    5,001
    
    ------------------------
    
    -----------------------Cash - End of Period
    $
    6,005
    $
    6,005================
    
    ================Supplemental Disclosures of
    Cash Flow Information:Interest Paid
    $
    -
    $
    -================
    
    ================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 CONDENSED FINANCIAL
    STATEMENTSFOR THE THREE MONTHS AND NINE MONTHS ENDED
    JUNE 30, 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 Shenzhen, China and its
    principal business is to provide web-based telecom services focus on Greater China.


As of
    June 30, 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 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
    June 30, 2008, the Company has generated modest revenue and has incurred an accumulated
    deficit since inception totaling $83,253 at June 30, 2008 and its current liabilities
    exceed its current assets by $39,093. 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. On May 14, 2008, the Company closed an offering to sell 3,500,000 shares common
    stock at $0.02 per share under the Form SB-2 registration statement (no. 333-146727).
    Under the aforesaid registration statement, a total of 208,000 shares were sold by the
    Company at a price of $0.02 per share. The Company received a total proceeds of $4,160
    from this Offering.


6

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CHINA DIGITAL VENTURES CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONDENSED FINANCIAL
    STATEMENTSFOR THE THREE MONTHS AND NINE MONTHS ENDED
    JUNE 30, 2008(UNAUDITED)(Stated in US Dollars)


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.


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.




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CHINA DIGITAL VENTURES CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONDENSED FINANCIAL
    STATEMENTSFOR THE THREE MONTHS AND NINE MONTHS ENDED
    JUNE 30, 2008(UNAUDITED)(Stated in US Dollars)


3.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)Website
    Development CostsThe
    Company recognizes the costs associated with developing a website in accordance with the
    American Institute of Certified Public Accountants ("AICPA") Statement of Position ("SOP") NO. 98-1,"Accounting for the Costs of
    Computer Software Developed or Obtained for Internal Use". Relating to website development costs the Company follows the guidance
    pursuant to the Emerging Issues Task Force (EITF) NO.00-2, "Accounting for Website
    Development Costs".Costs
    associated with the website consist primarily of website development costs paid to third
    party. These capitalized costs will be amortized based on their estimated useful life over
    three years upon the website becoming operational. Internal costs related to the
    development of website content will be charged to operations as incurred.


Income
    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 CONDENSED FINANCIAL
    STATEMENTSFOR THE THREE MONTHS AND NINE MONTHS ENDED
    JUNE 30, 2008(UNAUDITED)(Stated in US Dollars)


3.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF ASSETS (CONTINUED)Stock-based
    compensationSFAS No.
    123 prescribes accounting and reporting standards for all stock-based compensation plans,
    including employee stock options, restricted stock, employee stock purchase plans and
    stock appreciation rights. SFAS No. 123 requires compensation expense to be recorded (i)
    using the new fair value method or (ii) using the existing accounting rules prescribed by
    Accounting Principles Board Opinion No. 25,"Accounting for
    stock issued to employees" (APB 25) and related
    interpretations with proforma disclosure of what net income and earnings per share would
    have been had the Company adopted the new fair value method. The Company has chosen to
    account for stock-based compensation using Accounting Principles Board Opinion No. 25,
    "Accounting for Stock Issued to Employees" and has adopted the disclosure only
    provisions of SFAS 123. Accordingly, compensation cost for stock options is measured as
    the excess, if any, of the quoted market price of the Company's stock at the date of the
    grant over the amount an employee is required to pay for the stock. The Company has not
    issued any stock or share based payments since its inception.


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


Issuance
    of shares for 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.







---

CHINA DIGITAL VENTURES CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONDENSED FINANCIAL
    STATEMENTSFOR THE THREE MONTHS AND NINE MONTHS ENDED
    JUNE 30, 2008(UNAUDITED)(Stated in US Dollars)


3.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES & 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.




---

CHINA DIGITAL VENTURES CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONDENSED FINANCIAL
    STATEMENTSFOR THE THREE MONTHS AND NINE MONTHS ENDED
    JUNE 30, 2008(UNAUDITED)(Stated in US Dollars)


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


Recent
    Pronouncements (continued)


In December 2007,
    the Financial Accounting Standards Board issued Statement of Financial Accounting Standard
    ("SFAS") No. 141(R), "Business
    Combinations". SFAS 141(R) establishes principles and
    requirements for how the acquirer recognizes and measures in its financial statements the
    identifiable assets acquired, the liabilities assumed, an any noncontrolling interest in
    the acquiree, recognizes and measures the goodwill acquired in the business combination or
    a gain from a bargain purchase, and determines what information to disclose to enable
    users of the financial statements to evaluate the nature and financial effects of the
    business combination. SFAS 141(R) is effective for fiscal years, and interim periods
    within those fiscal years, beginning on or after December 15, 2008. As such, the Company
    is required to adopt these provisions at the beginning of the fiscal year ended December
    31, 2009. The Company is currently evaluating the impact of SFAS 141(R) on its
    consolidated financial statements but does not expect it to have a material effect.In March 2008, The Financial Accounting Standards Board ("FASB") issued SFAS No. 161, Disclosures about Derivative
    Instruments and Hedging Activities. The new standard is intended to improve financial
    reporting about derivative instruments and hedging activities by requiring enhanced
    disclosures to enable investors to better understand their effects on an entity's
    financial position, financial performance, and cash flows. It is effective for financial
    statements issued for fiscal years and interim periods beginning after November 15, 2008,
    with early application encouraged. The adoption of SFAS No. 161 is not expected to have a
    material effect on our consolidated financial position, results of operation or cash
    flows.


4.
    COMMON STOCK


During
    the nine months period ended June 30, 2008 the Company sold 208,000 common stock of the
    Company for $4,160 in February and March 2008.


5.
    RELATED
    PARTY TRANSACTIONS


During
    the three months and nine months ended June 30, 2008, and for the period from March 26,
    2007 (date of inception) to June 30, 2008, the President received $1,500, $4,500 and
    $7,500, 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 June 30, 2008 and September 30, 2007, the amount due to a director was
    $5,642 and nil, respectively. The amount due to a director is unsecured, non-interest
    bearing and payable on demand.


6.
    SUBSEQUENT
    EVENT
    On July 7, 2008, the Company entered into a
    consultancy agreement and issued 20,000 common stock in the Company.


11

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


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 June 30, 2008.


12

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OverviewCDVC was organized
    on March 26, 2007 and has commenced revenue-generating operations. Currently the Company
    is expanding its operations and also seeking synergistic projects.


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
    June 30, 2008, CDVC had $6,005 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. In February and March 2008, CDVC sold 208,000 shares at
    $0.02 per share to investors for a total proceeds of $4,160 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 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:


*
    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.




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Results of
    Operations


FOR THE THREE MONTHS
    AND NINE MONTHS PERIOD ENDED JUNE 30, 2008 AND FOR THE PERIOD FROM MARCH 26, 2007
    (INCEPTION) TO JUNE 30, 2008


REVENUESThe Company has
    realized revenue of $4,241 for the three months period ended June 30, 2008. The Company
    incurred a cost of revenue of $2,085, achieving a gross profit of $2,156 for the three
    months period ended June 30, 2008. We hope to generate additional revenue when we receive
    more contracts.
    The Company realized revenue of $6,169 for the nine
    months period ended June 30, 2008. The Company incurred a cost of revenue of $3,497,
    achieving a gross profit of $2,672 for the nine months period ended June 30, 2008.
    For the period from March 26, 2007 (date of
    inception) to June 30, 2008, the Company realized revenue of $6,969, incurred a cost of
    revenue of $4,097 and achieved a gross profit of $2,872.


OPERATING EXPENSESFor the three months
    period ended June 30, 2008, our gross profit was $2,156 and our total operating expenses
    were $19,218, all of which were selling, general and administrative expenses. We also had
    $2 in interest expenses. Our net loss to our shareholders for the three months period
    ended June 30, 2008 was $17,064.
    For the nine months period ended June 30, 2008, our
    gross profit was $2,672 and our total operating expenses were $47,124, all of which were
    selling, general and administrative expenses. We also had $2 in interest expenses. Our net
    loss to our shareholders for the nine months period ended June 30, 2008 was $44,454.
    For the period from March 26, 2007 (date of
    inception) to June 30, 2008, the accumulated gross profit was $2,872, the total operating
    expenses was $86,123 which was all selling, general and administrative expenses and had $2
    in interest expenses and resulting in an accumulated net loss to our shareholders of
    $83,253.




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Liquidity and
    Capital Resources


We do not have
    sufficient resources to effectuate our business. As of June 30, 2008, we had $6,005 in
    cash. We expect to incur a minimum of $50,000 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; $20,000 in other marketing expenses. Additionally, $25,000 will be
    needed for general overhead expenses such as for salaries, corporate legal and accounting
    fees, office overhead and general working capital.


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 $17,064 for the three months ended
    June 30, 2008 and an accumulated net loss of $83,253 for the period from March 26, 2007
    (inception) to June 30, 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 nor guarantees and has not historically
    used special purpose entities for any transactions.


Item 4. 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 officer 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-Q 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.


17

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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 June 30, 2008.


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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SIGNATURESIn 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: August 8, 2008


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


19

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Rule
    13a-14(a)/15d-14(a)Certification of Chief Executive Officer and Chief Financial Officer of the CompanyPursuant 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-Q 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 registrant as of, and for, the periods
    presented in this report;4. The registrant '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 registrant, 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 registrant'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 registrant 's internal control over financial
    reporting that occurred during the registrant 's most recent fiscal quarter (the
    registrant'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 registrant 's auditors and the audit committee of the
    registrant '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 registrant '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 registrant 's internal control over financial reporting.Dated: August 8, 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 2002In connection with the Quarterly Report of China Digital Ventures Corporation a Nevada
    corporation (the "Company") on Form 10-Q for the nine months period ending June
    30, 2008, 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 Asiarim Corporation and
    furnished to the Securities and Exchange Commission or its staff upon request.Dated: August
    8, 2008
    /s/ Bing HeBing He
    (Chief Financial Officer and Chief Executive Officer)


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