UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 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 March 31, 2010


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


For the transition period from [   ] to [   ]


Commission File Number: [   ]

CHINA DIGITAL VENTURES CORPORATION(Exact Name of Registrant as Specified in Its Charter)

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


+011 (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 mark whether the registrant (1) has filed all reports required to be filed by
    Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months
    (or for such shorter period that the registrant was required to file such reports), and
    (2) has been subject to such filing requirements for the past 90 days.


Yes [ x ] No [ ]

Indicate by
    check mark whether the registrant has submitted electronically and posted on its corporate
    Web site, if any, every Interactive Data File required to be submitted and posted pursuant
    to Rule 405 of Regulation S-T (S 232.405 of this chapter) during the preceding 12 months
    (or for such shorter period that the registrant was required to submit and post such
    files).


Yes [ ] No [ x ]

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


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

---

SEC 1296 (03-10)
    Potential persons
    who are to respond to the collection of information contained in this form are not
    required to respond unless the form displays a currently valid OMB control number.


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


Yes [ x ] No [ ]

The number of
    common equity shares outstanding as of April 30, 2010 was 15,228,000 shares of Common
    Stock, $0.001 par value.


---

INDEX

PagePART
    I. FINANCIAL INFORMATIONItem 1.
    Financial StatementsConsolidated Balance
    Sheet - March 31, 2010 (Unaudited)
    2Consolidated
    Statements of Operations - Three Months and Six Months ended March 31, 2010 and 2009 and
    from March 26, 2007 (Inception) to March 31, 2010 (Unaudited)
    3Consolidated
    Statement of Stockholders' Equity / (Deficit) - From March 26, 2007 (Inception) to March
    31, 2010 (Unaudited)
    4Consolidated
    Statements of Cash Flows - Six Months ended March 31, 2010 and 2009 and from March 26,
    2007 (Inception) to March 31, 2010 (Unaudited)
    5Notes to Consolidated
    Financial Statements
    7-19


Item 2.
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    20-24


Item 3.
    Quantitative and Qualitative Disclosure About Market Risk
    25


Item 4.
    Controls and Procedures
    25


PART II. OTHER INFORMATION


Item 1
    Legal Proceedings
    26


Item 1A
    Risk Factors
    26


Item 2
    Unregistered Sales of Equity Securities and Use of Proceeds
    26


Item 3
    Defaults Upon Senior Securities
    26


Item 4
    (Removed and Reserved)
    26


Item 5
    Other Information
    26


Item 6.
    Exhibits
    26


SIGNATURES
    27


---

PART I - FINANCIAL
INFORMATION

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED BALANCE SHEETAS AT MARCH 31, 2010 AND
    SEPTEMBER 30, 2009(UNAUDITED)(Stated in US Dollars)


Note
    
    March 31,
    2010
    
    September 30,
    2009(Unaudited)
    
    (Audited)US$
    
    US$ASSETSCurrent
    assets:Cash and cash equivalents
    
    
    17,932
    
    36,227Account receivable
    
    
    859
    
    154Other receivable
    
    
    1,487
    
    2,884Loan receivable
    
    
    -
    
    14,049Amount due from a
    director
    5
    
    18,582
    
    7,104Deposits
    6
    
    124,807
    
    124,801Inventory-resalable
    goods
    
    
    2,157
    
    1,585--------------------
    
    -------------------Total current assets
    
    
    165,824
    
    186,804--------------------
    
    -------------------Non-Current
    assets:Property and
    equipment, net
    7
    
    12,081
    
    11,960Goodwill
    
    
    13,902
    
    13,902--------------------
    
    -------------------Total non-current
    assets
    
    
    25,983
    
    25,862--------------------
    
    -------------------Total assets:
    
    
    191,087
    
    212,666===========
    
    ===========LIABILITIES AND
    STOCKHOLDERS' EQUITYCurrent
    liabilities:Other
    payables
    8
    
    226,425
    
    179,727Loan
    payable
    
    
    38,339
    
    36,814Amount
    due to held for sale subsidiary
    
    
    18,138
    
    -Accrued
    expenses
    
    
    31,396
    
    40,087Amounts
    due to directors
    5
    
    31,480
    
    26,498-------------------
    
    -------------------Total current
    liabilities
    
    
    345,778
    
    283,126-------------------
    
    -------------------Minority
    interest
    
    
    (16,546)
    
    (2,091)Stockholders'
    equity:Common stock, $0.001
    par value, 75,000,000 
    shares authorized 15,228,000 (2009:
    15,228,000) shares issued and outstanding
    4
    
    15,228
    
    15,228Additional
    paid up capital
    4
    
    69,332
    
    69,332Deficit accumulated
    during the development stage
    
    
    (220,913)
    
    (152,009)Comprehensive loss
    
    
    (1,072)
    
    (920)-------------------
    
    -------------------Total
    stockholders' deficit
    
    
    (137,425)
    
    (68,369)-------------------
    
    -------------------Total
    liabilities and stockholders' equity
    
    
    191,807
    
    212,666===========
    
    ===========


See accompanying notes to the financial
statements

2

---

CHINA
    DIGITAL VENTURES CORPORATION(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF
    OPERATIONSFOR THE THREE MONTHS AND SIX
    MONTHS ENDED MARCH 31, 2010 AND 2009 AND FROM MARCH 26, 2007 (INCEPTION) TO MARCH 31, 2010(UNAUDITED)(Stated in US Dollars)


For the PeriodFor
    the Three
    
    For
    the Three
    
    For
    the Six
    
    For
    the Six
    
    from
    March 26,Months
    Ended
    
    Months
    Ended
    
    Months
    Ended
    
    Months
    Ended
    
    2007
    (Inception)March
    31,
    
    March
    31,
    
    March
    31,
    
    March
    31,
    
    to
    March 31,2010
    
    2009
    
    2010
    
    2009
    
    2010US$
    
    US$
    
    US$
    
    US$
    
    US$-----------------
    
    -----------------
    
    -----------------
    
    -----------------
    
    ------------------Net Revenues
    
    577
    
    6,178
    
    1,127
    
    12,064
    
    31,912Cost of Revenues
    
    -
    
    2,899
    
    320
    
    5,732
    
    15,731-----------------
    
    -----------------
    
    -----------------
    
    -----------------
    
    ------------------Gross Profits
    
    577
    
    3,279
    
    807
    
    6,332
    
    16,181Other General and
    Administrative Expenses
    
    27,788
    
    11,071
    
    83,106
    
    16,738
    
    260,668-----------------
    
    -----------------
    
    ------------------
    
    ------------------
    
    ------------------Loss from Operations
    
    (27,211)
    
    (7,792)
    
    (82,299)
    
    (10,406)
    
    (244,487)Other Income
    /(Expenses)Interests income
    
    -
    
    -
    
    141
    
    -
    
    1,196Interests expenses
    
    (475)
    
    (54)
    
    (1,201)
    
    (54)
    
    (2,052)-----------------
    
    -----------------
    
    ------------------
    
    ------------------
    
    ------------------Net Loss before
    minority interest
    
    (27,686)
    
    (7,846)
    
    (83,359)
    
    (10,460)
    
    (245,343)Minority interest
    
    4,738
    
    -
    
    14,455
    
    -
    
    24,430-----------------
    
    -----------------
    
    ------------------
    
    ------------------
    
    ------------------Net Loss
    
    (22,948)
    
    (7,846)
    
    (68,904)
    
    (10,460)
    
    (220,913)Other comprehensive
    lossForeign currency
    translation gain / (loss)
    
    401
    
    -
    
    (152)
    
    -
    
    (1,072)-----------------
    
    -----------------
    
    ------------------
    
    ------------------
    
    ------------------Comprehensive Loss
    
    (22,547)
    
    (7,846)
    
    (69,056)
    
    (10,460)
    
    (221,985)==========
    
    ==========
    
    ==========
    
    ==========
    
    ==========Weighted Average
    Basic and Diluted Shares Outstanding
    
    15,228,000
    
    13,228,000
    
    15,228,000
    
    13,228,000
    
    13,553,729==========
    
    ==========
    
    ==========
    
    ==========
    
    =========Loss Per Share -
    basic and diluted
    $
    (0.00)
    $
    (0.00)
    $
    (0.00)
    $
    (0.00)
    $
    (0.00)==========
    
    =========
    
    ===========
    
    =========
    
    =========


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

See accompanying notes to the financial
statements

3

---

CHINA DIGITAL VENTURES CORPORATION(A DEVELOPMENT
    STAGE COMPANY)CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS' EQUITY / (DEFICIT)FOR THE PERIOD
    FROM MARCH 26, 2007 (INCEPTION) TO MARCH 31, 2010(UNAUDITED)(Stated in US
    Dollars)DeficitaccumulatedCommon stock
    
    Additional
    
    during
    the
    
    Total-----------------------------
    
    paid-in
    Comprehensive
    development
    
    stockholders'Shares
    
    Amount
    
    capital
    Loss
    Stage
    
    equity/(deficit)US$
    
    US$
    US$
    US$
    
    US$----------
    
    -----------
    
    -----------
    ---------------------
    ------------
    
    -------------Balance
    at March 26, 2007(inception)
    -
    
    -
    
    -
    -
    -
    
    -Issuance
    of founder shares for cash at $0.001 per share -
    
    
    
    
    
    -
    
    
    -March
    28, 2007
    10,000,000
    
    10,000
    
    -
    -
    -
    
    10,000Sale
    of shares for cash at $0.01 per share - April, 2007
    3,000,000
    
    3,000
    
    27,000
    -
    -
    
    30,000Net
    loss
    -
    
    -
    
    -
    -
    (38,799)
    
    (38,799)---------------
    
    ---------------
    
    -------------
    -------------------
    ---------------
    
    --------------Balance
    at September 30, 2007
    13,000,000
    
    13,000
    
    27,000
    -
    (38,799)
    
    1,201Sale
    of shares for cash at $0.02 per share - Feb - Mar 2008
    208,000
    
    208
    
    3,952
    -
    -
    
    4,160Issuance
    of shares for services at $0.02 per share - Jul 7, 2008
    20,000
    
    -
    
    400
    -
    -
    
    400Net
    loss
    -
    
    -
    
    -
    -
    (49,952)
    
    (49,952)---------------
    
    ----------------
    
    --------------
    ------------------
    ----------------
    
    ---------------Balance
    at September 30, 2008
    13,228,000
    
    13,208
    
    31,352
    -
    (88,751)
    
    (44,191)Issuance
    of shares foracquisition of subsidiary
    2,000,000
    
    2,000
    
    38,000
    -
    -
    
    40,000Comprehensive
    loss
    -
    
    -
    
    -
    (920)
    -
    
    (920)Reclassification
    -
    
    20
    
    (20)
    -
    -
    
    -Net
    loss
    -
    
    -
    
    -
    -
    (63,258)
    
    (63,258)---------------
    
    ----------------
    
    --------------
    -------------------
    ----------------
    
    ---------------Balance
    at September 30, 2009
    15,228,000
    
    15,228
    
    69,332
    (920)
    (152,009)
    
    (68,369)Comprehensive
    loss
    -
    
    -
    
    -
    (152)
    -
    
    (152)Net
    loss
    
    
    -
    
    -
    -
    (68,904)
    
    (68,904)---------------
    
    ----------------
    
    --------------
    --------------------
    ----------------
    
    ---------------Balance
    at March 31, 2010
    15,228,000
    
    15,228
    
    69,332
    (1,072)
    (220,913)
    
    (137,425)=========
    
    =========
    
    =========
    ============
    =========
    
    =========


See accompanying notes to the financial
statements

4

---

CHINA DIGITAL
    VENTURES CORPORATION(A DEVELOPMENT
    STAGE COMPANY)CONSOLIDATED
    STATEMENTS OF CASH FLOWSFOR THE SIX MONTHS
    ENDED MARCH 31, 2010 AND 2009 AND FROM MARCH 26, 2007 (INCEPTION)
    TO MARCH 31, 2010(UNAUDITED)(Stated in US
    Dollars)For the PeriodFor
    the Six
    
    For
    the Six
    
    from
    March 26, 2007Months
    Ended
    
    Months
    Ended
    
    (Inception)
    toMarch
    31, 2010
    
    March
    31, 2009
    
    March
    31, 2010US$
    
    US$
    
    US$-----------------------
    
    -----------------------
    
    ------------------------Cash Flows from
    Operating Activities:Net Loss
    
    (68,904)
    
    (10,460)
    
    (220,913)Adjustments to
    Reconcile Net Loss to Net Cash Usedin Operating
    Activities:Depreciation
    
    2,115
    
    -
    
    2,914Minority interest
    
    (14,455)
    
    -
    
    (24,430)Common stock
    issuance for services
    
    -
    
    -
    
    400Changes in Assets
    and Liabilities:Increase in
    Account Receivable
    
    (705)
    
    (2,158)
    
    (859)Decrease in Other
    Receivable
    
    1,397
    
    -
    
    1,881Decrease in Loan
    Receivables
    
    14,049
    
    -
    
    12,822Increase in
    Deposits
    
    (6)
    
    -
    
    (93)Increase in
    Inventory - resalable goods
    
    (572)
    
    -
    
    (1,811)Increase in Amount
    due from director
    
    (11,478)
    
    -
    
    (18,582)(Decrease) /
    Increase in Accrued Expenses
    
    (8,691)
    
    2,054
    
    30,998Increase in Other
    Payable
    
    46,698
    
    3,100
    
    79,185Increase in Loan
    Payable
    
    1,525
    
    -
    
    5,018Increase in Amount
    due to a subsidiary
    
    18,138
    
    -
    
    18,138Increase in Due to
    director
    
    4,982
    
    3,673
    
    27,037-----------------------
    
    -----------------------
    
    -----------------------Net Cash Used in
    Operating Activities
    
    (15,907)
    
    (3,791)
    
    (88,295)-----------------------
    
    -----------------------
    
    -----------------------Cash Flows from
    Investing Activities:Disposal of
    subsidiary, net of cash
    
    -
    
    -
    
    75,650Purchase of
    property and equipment
    
    (2,236)
    
    -
    
    (12,511)-----------------------
    
    -----------------------
    
    -----------------------Cash Flows from
    Financing Activities:
    
    (2,236,)
    
    -
    
    63,139Proceeds from Sale
    of Common Stock
    
    -
    
    -
    
    44,160-----------------------
    
    -----------------------
    
    -----------------------Net Cash Provided
    by Financing Activities
    
    -
    
    -
    
    44,160-----------------------
    
    -----------------------
    
    -----------------------(Decrease)/Increase
    in Cash
    
    (18,143)
    
    (3,791)
    
    19,004Effect of exchange
    rate changes on cash and cash equivalent
    
    (152)
    
    -
    
    (1,072)19,004Cash - Beginning
    of Period
    
    36,227
    
    8,517
    
    ------------------------
    
    -----------------------
    
    -----------------------Cash - End of
    Period
    
    17,932
    
    4,726
    
    17,932=============
    
    =============
    
    =============


5

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF
    CASH FLOWSFOR THE SIX MONTHS ENDED MARCH
    31, 2010 AND 2009 AND FROM MARCH 26, 2007 (INCEPTION)
    TO MARCH 31, 2010(UNAUDITED)(Stated in US Dollars)


Supplemental Disclosures of Cash Flow Information:Interest Paid
    
    1,201
    
    54
    
    2,052=============
    
    =============
    
    =============Income Taxes Paid
    
    -
    
    -
    
    -=============
    
    =============
    
    =============


See accompanying notes to the financial
statements

6

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED MARCH
    31, 2010 AND 2009(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,
    and following the disclosures being required by Accounting Standards Codification ASC 915
    "Development Stage Entity" formerly Statement of Financial Accounting Standard
    ("SFAS") NO. 7 "Accounting and Reporting for Enterprises in the Development
    Stage". The Company ' s office is located in Hong Kong and its principal business as
    at the date hereof is in the business web-based telecom business. During the period under
    review, the Company decided to divest from its investment in IPTV business as it was not
    able to raise the necessary funding. On April 30, 2010, the Company entered into a
    contract and disposed its investment in IPTV business (refer to note 10).


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


2.
    UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN


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


Since March 26, 2007 (inception) to March 31, 2010, the Company has generated revenue of
    $31,912 and has incurred an accumulated deficit of $220,913. As at March 31, 2010 its
    current liabilities exceed its current assets by $179,954. These financial statements do
    not include any adjustments relating to the classification of liabilities that might be
    necessary should the Company be unable to continue as a going concern. These factors noted
    above raise substantial doubts regarding the Company' s ability to continue as a going
    concern.


3.
    SUMMARY OF SIGNIFICIANT ACCOUNTING POLICIES AND REALIZATION OF ASSETS


Basis of Presentation


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


7

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED MARCH
    31, 2010 AND 2009(UNAUDITED)(Stated in US Dollars)


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


Principals of Consolidation


The consolidated financial statements for the three months and six months ended March 31,
    2010 include the financial statements of the Company and its wholly owned subsidiary Lead
    Concept Limited. The results of subsidiary acquired or sold during the period are
    consolidated from their effective dates of acquisition or through their effective dates of
    disposition, respectively. During the period under review, in February 2010, the Company
    deconsolidated its subsidiary China Integrated Media Group Corporation as the Company
    intended to dispose of the subsidiary as it required to raise funds. This subsidiary was
    disposed of in April 2010.


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


Use of Estimates


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


Basic and Diluted Net Income (Loss) Per Share


The Company computes net income (loss) per share in accordance with ASC 260 "Earnings
    Per Share" which codified SFAS No. 128. Earnings per Share". ASC 260 requires
    presentation of both basic and diluted earnings per Share (EPS) on the face of the income
    statement. Basic EPS is computed by dividing net income (loss) available to common
    shareholders (numerator) by the weighted average number of shares outstanding
    (denominator) during the period. Diluted EPS gives effect to all dilutive potential common
    shares outstanding during the period using the treasury stock method and convertible
    preferred stock using the if-converted method. In computing diluted EPS, the average stock
    price for the period is used in determining the number of shares assumed to be purchased
    from the exercise of stock options or warrants. Diluted EPS excludes all dilutive
    potential shares if their effect is anti dilutive.


Fair Value of Financial Instruments


Accounting Standard Codification ASC 825 "Financial Instruments" codified
    Statement of financial accounting standard No. 107, Disclosures about fair value of
    financial instruments, requires that the Company discloses 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.


8

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED MARCH
    31, 2010 AND 2009(UNAUDITED)(Stated in US Dollars)


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


Cash and Cash Equivalents


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


Property & equipment


Property & equipment is stated at costs. Depreciation are computed using the
    straight-line method over the estimated economic useful lives of the related assets as
    follows:


Computers
    3-5 yearsFurniture,
    fixture and equipment
    3-5
    years


Inventories


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


Website Development Costs


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


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


Income Tax


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


9

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED MARCH
    31, 2010 AND 2009(UNAUDITED)(Stated in US Dollars)


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


Foreign Currency Translation


The accounts of the Company's Hong Kong and China subsidiaries are maintained, in the Hong
    Kong dollars (HK) and Chinese Renminbi, respectively. Such financial statements are
    translated into U.S. Dollars (USD) in accordance with ASC 830 "Foreign Currency
    Translation" which codified Statement of Financial Accounts Standards
    ("SFAS") No. 52, "Foreign Currency Translation," with the respective
    currency as the functional currency. According to the Statement, all assets and
    liabilities were translated at the exchange rate on the balance sheet date, stockholder's
    equity are translated at the historical rates and statement of operations items are
    translated at the weighted average exchange rate for the year. The resulting translation
    adjustments are reported under other comprehensive income in accordance with Accounting
    Standard Codification ASC 220 that codified SFAS No. 130, "Reporting Comprehensive
    Income. As of March 31, 2010, the comprehensive loss was $1,072, ($nil in 2008).


Revenue Recognition


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


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


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


Issuance of Shares for Service


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


10

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED MARCH
    31, 2010 AND 2009(UNAUDITED)(Stated in US Dollars)


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


Recent Pronouncements


ASC 105, Generally Accepted Accounting Principles ("ASC 105") (formerly
    Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards
    Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement
    of FASB Statement No. 162) reorganized by topic existing accounting and reporting
    guidance issued by the Financial Accounting Standards Board ("FASB") into a
    single source of authoritative generally accepted accounting principles ("GAAP")
    to be applied by nongovernmental entities. All guidance contained in the Accounting
    Standards Codification ("ASC") carries an equal level of authority. Rules and
    interpretive releases of the Securities and Exchange Commission ("SEC") under
    authority of federal securities laws are also sources of authoritative GAAP for SEC
    registrants. Accordingly, all other accounting literature will be deemed
    "non-authoritative". ASC 105 is effective on a prospective basis for financial
    statements issued for interim and annual periods ending after September 15, 2009. The
    Company has implemented the guidance included in ASC 105 as of July 1, 2009. The
    implementation of this guidance changed the Company's references to GAAP authoritative
    guidance but did not impact the Company's financial position or results of operations.


ASC 855, Subsequent Events ("ASC 855") (formerly Statement of Financial
    Accounting Standards No. 165, Subsequent Events) includes guidance that was issued by the
    FASB in May 2009, and is consistent with current auditing standards in defining a
    subsequent event. Additionally, the guidance provides for disclosure regarding the
    existence and timing of a company's evaluation of its subsequent events. ASC 855 defines
    two types of subsequent events, "recognized" and "non-recognized".
    Recognized subsequent events provide additional evidence about conditions that existed at
    the date of the balance sheet and are required to be reflected in the financial
    statements. Non-recognized subsequent events provide evidence about conditions that did
    not exist at the date of the balance sheet but arose after that date and, therefore; are
    not required to be reflected in the financial statements. However, certain non-recognized
    subsequent events may require disclosure to prevent the financial statements from being
    misleading. This guidance was effective prospectively for interim or annual financial
    periods ending after June 15, 2009. The Company implemented the guidance included in ASC
    855 as of April 1, 2009. The effect of implementing this guidance was not material to the
    Company's financial position or results of operations.


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


11

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED MARCH
    31, 2010 AND 2009(UNAUDITED)(Stated in US Dollars)


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


Recent Pronouncements (Continued)


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


ASC 810, Consolidation ("ASC 810") includes new guidance issued by the FASB in
    December 2007 governing the accounting for and reporting of noncontrolling interests
    (previously referred to as minority interests). This guidance established reporting
    requirements which include, among other things, that noncontrolling interests be reflected
    as a separate component of equity, not as a liability. It also requires that the interests
    of the parent and the noncontrolling interest be clearly identifiable. Additionally,
    increases and decreases in a parent's ownership interest that leave control intact shall
    be reflected as equity transactions, rather than step acquisitions or dilution gains or
    losses. This guidance also requires changes to the presentation of information in the
    financial statements and provides for additional disclosure requirements. ASC 810 was
    effective for fiscal years beginning on or after December 15, 2008. The Company
    implemented this guidance as of January 1, 2009. The effect of implementing this guidance
    was not material to the Company's financial position or results of operations.


ASC 825, Financial Instruments ("ASC 825") includes guidance which was issued in
    February 2007 by the FASB and was previously included under Statement of Financial
    Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial
    Liabilities Including an amendment of FASB Statement No. 115. The related sections within
    ASC 825 permit a company to choose, at specified election dates, to measure at fair value
    certain eligible financial assets and liabilities that are not currently required to be
    measured at fair value. The specified election dates include, but are not limited to, the
    date when an entity first recognizes the item, when an entity enters into a firm
    commitment or when changes in the financial instrument causes it to no longer qualify for
    fair value accounting under a different accounting standard. An entity may elect the fair
    value option for eligible items that exist at the effective date. At that date, the
    difference between the carrying amounts and the fair values of eligible items for which
    the fair value option is elected should be recognized as a cumulative effect adjustment to
    the opening balance of retained earnings. The fair value option may be elected for each
    entire financial instrument, but need not be applied to all similar instruments. Once the
    fair value option has been elected, it is irrevocable. Unrealized gains and losses on
    items for which the fair value option has been elected will be reported in earnings. This
    guidance was effective as of the beginning of fiscal years that began after November 15,
    2007. The Company does not have eligible financial assets and liabilities, and,
    accordingly, the implementation of ASC 825 did not have an effect on the Company's results
    of operations or financial position.


12

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED MARCH
    31, 2010 AND 2009(UNAUDITED)(Stated in US Dollars)


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


Recent Pronouncements (Continued)


ASC 820, Fair Value Measurements and Disclosures ("ASC 820") (formerly included
    under Statement of Financial Accounting Standards No. 157, Fair Value Measurements)
    includes guidance that was issued by the FASB in September 2006 that created a common
    definition of fair value to be used throughout generally accepted accounting principles.
    ASC 820 applies whenever other standards require or permit assets or liabilities to be
    measured at fair value, with certain exceptions. This guidance established a hierarchy for
    determining fair value which emphasizes the use of observable market data whenever
    available. It also required expanded disclosures which include the extent to which assets
    and liabilities are measured at fair value, the methods and assumptions used to measure
    fair value and the effect of fair value measures on earnings. ASC 820 also provides
    additional guidance for estimating fair value when the volume and level of activity for
    the asset or liability have significantly decreased. The emphasis of ASC 820 is that fair
    value is the price that would be received to sell an asset or paid to transfer a liability
    in an orderly transaction between willing market participants, under current market
    conditions. ASC 820 also further clarifies the guidance to be considered when determining
    whether or not a transaction is orderly and clarifies the valuation of securities in
    markets that are not active. This guidance includes information related to a company's use
    of judgment, in addition to market information, in certain circumstances to value assets
    which have inactive markets.Fair value guidance in ASC 820 was initially effective for fiscal years beginning after
    November 15, 2007 and for interim periods within those fiscal years for financial assets
    and liabilities. The effective date of ASC 820 for all non-recurring fair value
    measurements of nonfinancial assets and nonfinancial liabilities was fiscal years
    beginning after November 15, 2008. Guidance related to fair value measurements in an
    inactive market was effective in October 2008 and guidance related to orderly transactions
    under current market conditions was effective for interim and annual reporting periods
    ending after June 15, 2009.


The Company applied the provisions of ASC 820 to its financial assets and liabilities upon
    adoption at January 1, 2008 and adopted the remaining provisions relating to certain
    nonfinancial assets and liabilities on January 1, 2009. The difference between the
    carrying amounts and fair values of those financial instruments held upon initial
    adoption, on January 1, 2008, was recognized as a cumulative effect adjustment to the
    opening balance of retained earnings and was not material to the Company's financial
    position or results of operations. The Company implemented the guidance related to orderly
    transactions under current market conditions as of April 1, 2009, which also was not
    material to the Company's financial position or results of operations.


Recently Issued Standards


In August 2009, the FASB issued ASC Update ("ASU") No. 2009-05, Fair Value
    Measurements and Disclosures (Topic 820): Measuring Liabilities at Fair Value
    ("ASC Update No. 2009-05"). This update amends ASC 820, Fair Value
    Measurements and Disclosures and provides further guidance on measuring the fair value
    of a liability. The guidance establishes the types of valuation techniques to be used to
    value a liability when a quoted market price in an active market for the identical
    liability is not available, such as the use of an identical or similar liability when
    traded as an asset. The guidance also further clarifies that a quoted price in an active
    market for the identical liability at the measurement date and the quoted price for the
    identical liability when traded as an asset in an active market when no adjustments to the
    quoted price of the asset are required are both Level 1 fair value measurements. If
    adjustments are required to be applied to the quoted price, it results in a level 2 or 3
    fair value measurement. The guidance provided in the update is effective for the first
    reporting period (including interim periods) beginning after issuance. The Company does
    not expect that the implementation of ASC Update No. 2009-05 will have a material effect
    on its financial position or results of operations.


13

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED MARCH
    31, 2010 AND 2009(UNAUDITED)(Stated in US Dollars)


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


Recent Pronouncements (Continued)


Recently Issued Standards (Continued)


In September 2009, the FASB issued ASC Update ("ASU") No. 2009-12, Fair Value
    Measurements and Disclosures (Topic 820): Investments in Certain Entities that Calculate
    Net Asset Value per Share (or Its Equivalent) ("ASU No. 2009-12"). This
    update sets forth guidance on using the net asset value per share provided by an investee
    to estimate the fair value of an alternative investment. Specifically, the update permits
    a reporting entity to measure the fair value of this type of investment on the basis of
    the net asset value per share of the investment (or its equivalent) if all or
    substantially all of the underlying investments used in the calculation of the net asset
    value is consistent with ASC 820. The update also requires additional disclosures by each
    major category of investment, including, but not limited to, fair value of underlying
    investments in the major category, significant investment strategies, redemption
    restrictions, and unfunded commitments related to investments in the major category. The
    amendments in this update are effective for interim and annual periods ending after
    December 15, 2009 with early application permitted. The Company does not expect that the
    implementation of ASC Update No. 2009-12 will have a material effect on its financial
    position or results of operations.


In March 2010, the FASB issued new accounting guidance on embedded credit derivatives.
    This new accounting guidance clarifies the scope exception for embedded credit derivatives
    and defines which embedded credit derivatives should be evaluated for bifurcation and
    separate accounting. The Company does not expect that the implementation of this new
    accounting guidance will have a material effect on its financial position or results of
    operations.
    In October 2009, the FASB issued FASB
    issued ASU No. 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue
    Arrangements (a consensus of the FASB Emerging Issues Task Force)." ("ASC Update
    No. 2009-13). This updates set forth the guidance on the existing multiple-element
    arrangement currently in FASB Topic 605-25 (Revenue Recognition - Multiple-Element
    Arrangements). This new guidance eliminates the requirement that all undelivered elements
    have objective evidence of fair value before a company can recognize the portion of the
    overall arrangement fee that is attributable to the items that have already been
    delivered. Further, companies will be required to allocate revenue in arrangements
    involving multiple deliverables based on the estimated selling price of each deliverable,
    even though such deliverables are not sold separately by either company itself or other
    vendors. This new guidance also significantly expands the disclosures required for
    multiple-element revenue arrangements. The revised guidance will be effective for the
    first annual period beginning on or after June 15, 2010. The Company does not expect that
    the implementation of ASU No. 2009-13 will have a material effect on its financial
    statements.


In June 2009, FASB issued Statement of Financial Accounting Standards No. 167, Amendments
    to FASB Interpretation No. 46(R)("Statement No. 167"). Statement No. 167
    amends FASB Interpretation No. 46R, Consolidation of Variable Interest Entities an
    interpretation of ARB No. 51 ("FIN 46R") to require an analysis to determine
    whether a company has a controlling financial interest in a variable interest entity. This
    analysis identifies the primary beneficiary of a variable interest entity as the
    enterprise that has a) the power to direct the activities of a variable interest entity
    that most significantly impact the entity's economic performance and b) the obligation to
    absorb losses of the entity that could potentially be significant to the variable interest
    entity or the right to receive benefits from the entity that could potentially be
    significant to the variable interest entity. The statement requires an ongoing assessment
    of whether a company is the primary beneficiary of a variable interest entity when the
    holders of the entity, as a group, lose power, through voting or similar rights, to direct
    the actions that most significantly affect the entity's economic performance. This
    statement also enhances disclosures about a company's involvement in variable interest
    entities. Statement No. 167 is effective as of the beginning of the first annual reporting
    period that begins after November 15, 2009. Although Statement No. 167 has not been
    incorporated into the Codification, in accordance with ASC 105, the standard shall remain
    authoritative until it is integrated. The Company does not expect the adoption of
    Statement No. 167 to have a material impact on its financial position or results of
    operations.


14

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED MARCH
    31, 2010 AND 2009(UNAUDITED)(Stated in US Dollars)


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


Recent Pronouncements (Continued)


Recently Issued Standards (Continued)


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


Accounting Standards Issued But Not Yet Effective


In January 2010, the Financial Accounting Standards Board ("FASB") issued an
    accounting standard update, Fair Value Measurements and Disclosures (Topic 820), Improving
    Disclosures about Fair Value Measurements. The Update would affect all entities that are
    required to make disclosures about recurring and nonrecurring fair value measurements. The
    Board concluded that users will benefit from improved disclosures in this Update and that
    the benefits of the increased transparency in financial reporting will outweigh the costs
    of complying with the new requirements. The new disclosures and clarifications of existing
    disclosures are effective for interim and annual reporting periods beginning after
    December 15, 2009, except for the disclosures about purchases, sales, issuances, and
    settlements in the roll forward of activity in Level 3 fair value measurements. Those
    disclosures are effective for fiscal years beginning after December 30, 2010, and for
    interim periods within those fiscal years. We are currently evaluating the impact this
    update will have on our financial statements.


In January 2010, the Financial Accounting Standards Board ("FASB") issued an
    accounting standard update to address implementation issues related to the changes in
    ownership provisions in the Consolidation-Overall Subtopic (Subtopic 810-10) of the FASB
    Accounting Standards CodificationTM, originally issued as FASB Statement No. 160,
    Noncontrolling Interests in Consolidated Financial Statements. Subtopic 810-10 establishes
    the accounting and reporting guidance for noncontrolling interests and changes in
    ownership interests of a subsidiary. An entity is required to deconsolidate a subsidiary
    when the entity ceases to have a controlling financial interest in the subsidiary. Upon
    deconsolidation of a subsidiary, an entity recognizes a gain or loss on the transaction
    and measures any retained investment in the subsidiary at fair value. The gain or loss
    includes any gain or loss associated with the difference between the fair value of the
    retained investment in the subsidiary and its carrying amount at the date the subsidiary
    is deconsolidated. In contrast, an entity is required to account for a decrease in its
    ownership interest of a subsidiary that does not result in a change of control of the
    subsidiary as an equity transaction.


15

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED MARCH
    31, 2010 AND 2009(UNAUDITED)(Stated in US Dollars)


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


Recent Pronouncements (Continued)


Recently Issued Standards (Continued)


Accounting Standards Issued But Not Yet Effective (Continued)


In December 2009, the Financial Accounting Standards Board ("FASB") issued an
    accounting standard update for improvements to financial reporting by enterprises involved
    with Variable Interest Entities. The subsections clarify the application of the General
    Subsections to certain legal entities in which equity investors do not have the
    characteristics of a controlling financial interest or do not have sufficient equity at
    risk for the legal entity to finance its activities without additional subordinated
    financial support [FIN 46(R), paragraph 1, sequence 55.1] or, as a group, the holders of
    the equity investment at risk lack any one of the following three characteristics: [FIN
    46(R), paragraph 1, sequence 55.2].


a. The power, through voting rights or similar rights, to direct the activities of a legal
    entity that most significantly impact the entity's economic performance [FIN 46(R),
    paragraph 1, sequence 55.2.1].


b. The obligation to absorb the expected losses of the legal entity [FIN 46(R), paragraph
    1, sequence 55.2.2].


c. The right to receive the expected residual returns of the legal entity. [FIN 46(R),
    paragraph 1, sequence 55.2.3].


The amendments in this update to the Accounting Standards Codification are the result of
    FASB Statement No. 167, Amendments to FASB Interpretation No. 46(R). The adoption of this
    update to improving the financial reporting by enterprises involved with Variable Interest
    Entities, as codified in ASC 810, did not have any impact on the Company's financial
    statements.


In December 2009, the Financial Accounting Standards Board ("FASB") issued an
    accounting standard update, Transfers and Servicing (Topic 860) Accounting for Transfers
    of Financial Assets. The amendments in this update to the Accounting Standards
    Codification are the result of FASB Statement No. 166, Accounting for Transfers of
    Financial Assets. The adoption of this update did not have any impact on the Company's
    financial statements.


16

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED MARCH
    31, 2010 AND 2009(UNAUDITED)(Stated in US Dollars)


4.
    COMMON STOCK


As of March 31, 2010, the Company has 75,000,000 shares authorized and 15,228,000 shares
    issued and outstanding. The Company did not issue any shares during the three months
    period and six months period ended March 31, 2010.


5.
    RELATED PARTY TRANSACTIONS


During the three months ended March 31, 2010, and for the period from March 26, 2007 (date
    of inception) to March 31, 2010, the former President received $1,500 and $18,000,
    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.


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


As of March 31, 2010 and September 30, 2009, the amounts due to directors were $31,480 and
    $26,498, respectively. The amounts due to directors are unsecured, non-interest bearing
    and payable on demand.


As of March 31, 2010 and September 30, 2009, the amount due from a director was $18,582
    and $7,104, respectively. The amount due from a director is unsecured, non-interest
    bearing and payable on demand.


6.
    DEPOSITS


Deposits are summarized as follows:As
    of March 31, 2010
    
    As
    of September 30, 2009-----------------------
    
    -----------------------US$
    
    US$Rental deposits
    
    285
    
    284Deposit for IPTV
    
    124,522
    
    124,517-----------------------
    
    -----------------------124,807
    
    124,801==============
    
    ==============


17

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED MARCH
    31, 2010 AND 2009(UNAUDITED)(Stated in US Dollars)


7.
    PROPERTY AND EQUIPMENT, NET


Property and equipment is summarized as follows:


As of March 31, 2010
    
    As of September 30, 2009----------------------
    
    ----------------------Cost and
    Acquisition during year
    
    US$
    
    US$Computers
    
    13,403
    
    13,403Furniture, fixture
    and equipment
    
    1,434
    
    1,434-----------------------
    
    -----------------------14,837
    
    14,837Additional
    
    2,236
    
    1,434Accumulated
    depreciation
    
    (4,992)
    
    (2,877)-----------------------
    
    -----------------------12,081
    
    11,960==============
    
    ==============


8.
    OTHER PAYABLES


Other payables are Company expenses such as postage, sundries, etc., advanced on behalf of
    the Company from various parties.


18

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CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE SIX MONTHS ENDED MARCH
    31, 2010 AND 2009(UNAUDITED)(Stated in US Dollars)


9.
    INCOME TAXES


No provision was made for income tax for the period from March 26, 2007 (Inception) to
    March 31, 2010 as the Company and its subsidiary had operating losses. In the period ended
    March 31, 2010, the Company and its subsidiary incurred net operating losses for tax
    purposes of approximately $113,801 and $107,112, respectively. Total net operating losses
    carried forward at March 31, 2010, (i) for Federal and State purposes were $113,801 and
    $113,801, respectively and (ii) for its entities outside of the United States were
    $107,112 for the period ended March 31, 2010. The net operating loss carry-forward may be
    used to reduce taxable income through the year 2026. The availability of the Company's net
    operating loss carry-forwards is subject to limitation if there is a 50% or more change in
    the ownership of the Company's stock.
    There was no significant difference
    between reportable income tax and statutory income tax. The gross deferred tax asset
    balance as of March31, 2010 was approximately $41,348 of which $17,070 was for US federal
    income tax, $4,328 was for Hong Kong income tax, $14,590 was for China income tax and
    $5,360 was for Australia income tax. A 100% valuation allowance has been established
    against the deferred tax asset, as the utilization of the loss carry-forwards cannot
    reasonably be assured.


As reconciliation between the income taxes computed at the United States and Hong Kong,
    China, Australia statutory rate and the Group's provision for income taxes is as follows:


March 31, 2010$United States
    federal income tax rate
    
    
    15%Valuation
    allowance-US federal income tax
    
    
    (15%)----------------------Provision for
    income tax
    
    
    -==================Hong Kong
    statutory rate
    
    
    16.5%Valuation
    allowance - Hong Kong Rate
    
    
    (16.5%)----------------------Provision for
    income tax
    
    
    -==================China statutory
    rate
    
    
    25%Valuation
    allowance - China Rate
    
    
    (25%)----------------------Provision for
    income tax
    
    
    -==================Australia
    statutory rate
    
    
    30%Valuation
    allowance - Australia Rate
    
    
    (30%)----------------------Provision for
    income tax
    
    
    -==================


10.
    SUBSEQUENT EVENTS


Subsequent to the balance sheet date on April 30, 2010, the Company disposed of its
    subsidiary China Integrated Media Corporation Limited, an Australian public company for
    US$50,000. The Company realized a profit of US$10,000 from the sale of this investment.
    After the disposal, the Company's only business is in the provision of VOIP Telecom
    services.


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


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


Forward-Looking Statements


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


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


Critical Accounting Policy and Estimates


Our Management's Discussion and Analysis of Financial Condition and Results of Operations
    section discusses our financial statements, which have been prepared in accordance with
    accounting principals generally accepted in the United States of America. The preparation
    of these financial statements requires management to make estimates and assumptions that
    affect the reported amounts of assets and liabilities at the date of the consolidated
    financial statements and the reported amounts of revenues and expenses during the
    reporting period. On an on-going basis, management evaluates its estimates and judgments,
    including those related to revenue recognition, accrued expenses, financing operations,
    and contingencies and litigation. Management bases its estimates and judgments on
    historical experience and on various other factors that are believed to be reasonable
    under the circumstances, the results of which form the basis for making judgments about
    the carrying value of assets and liabilities that are not readily apparent from other
    sources. Actual results may differ from those estimates under different assumptions or
    conditions. The most significant accounting estimates inherent in the preparation of our
    financial statements include estimates as to the appropriate carrying value of certain
    assets and liabilities which are not readily apparent from other sources. These accounting
    policies are described at relevant sections in this discussion and analysis and in the
    notes to the financial statements included in our Quarterly Report on Form 10-Q for the
    period ended March 31, 2010.


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Overview


General


CDVC was incorporated in the United States on March 26, 2007 and has commenced
    revenue-generating operations. The Company was initially formed with a focus on the
    telecommunications sector providing web-based telecom services in China.


In May 2009, CDVC entered a sale and purchase agreement to acquire approximately the then
    79.1% interests in China Integrated Media Corporation Limited ("CIMC"), a public
    company in Australia.


In February 2010, the Company decided to divest from its investment in CIMC due to its
    inability to raise the capital necessary to pursue this investment and also internal
    liquidity concerns. On April 30, 2010 the Company disposed this investment for US$50,000
    which realized an income of US$10,000. The proceeds from the disposal would be used to pay
    off debts in the Company.


After the disposal of CIMC, CDV refocuses in its web-based VoIP telecom business, and at
    the same time, also seeks synergistic projects to enhance the operations of the Company
    and shareholder returns. The Company's correspondence address in Hong Kong is Unit 603,
    6/F., Malaysia Building, 50 Gloucester Road, Wanchai, Hong Kong. The telephone number of
    our principal executive office in the USA is 1 360 215 1755 and the email contact is at ir@cdvv.net


Overview Telecom Market


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


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


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


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


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


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Telecom Services


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


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


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


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


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


During the period under review, the Company has temporary suspended the business of VOIP
    numbers and services to its customers in China and Hong Kong owing to business and
    regulatory review. The Company is focusing on selling China national access number
    "400" with limited success. The Company will continue to sell its VOIP services
    and the web based services in Hong Kong. The management is exploring other telecom related
    and VOIP services in China and Asia in the upcoming quarter.


General


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


22

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Results of
    Operations


FOR THE THREE MONTHS AND SIX MONTHS PERIOD ENDED MARCH 31, 2010 AND 2009 AND FOR THE
    PERIOD FROM MARCH 26, 2007 (INCEPTION) TO MARCH 31, 2010.


REVENUES


The Company has realized revenue of $577 for the three months period ended March 31, 2010.
    The Company incurred a cost of revenue of $nil, achieving a gross profit of $577 for the
    three months period ended March 31, 2010. We hope to generate additional revenue when we
    receive more contracts or develop other projects.
    The Company has realized revenue of $6,178
    for the three months period ended March 31, 2009. The Company incurred a cost of revenue
    of $2,899, achieving a gross profit of $3,279 for the three months period ended March 31,
    2009. We hope to generate additional revenue when we receive more contracts or develop
    other projects.
    The Company has realized revenue of $1,127
    for the six months period ended March 31, 2010. The Company incurred a cost of revenue of
    $320, achieving a gross profit of $807 for the six months period ended March 31, 2010. We
    hope to generate additional revenue when we receive more contracts or develop other
    projects.
    The Company has realized revenue of $12,064 for the six
    months period ended March 31, 2009. The Company incurred a cost of revenue of $5,732,
    achieving a gross profit of $6,332 for the six months period ended March 31, 2009. We hope
    to generate additional revenue when we receive more contracts or develop other projects.
    For the period from March 26, 2007 (date of
    inception) to March 31, 2010, the Company realized revenue of $31,912, incurred a cost of
    revenue of $15,731 and achieved a gross profit of $16,181.


OPERATING EXPENSES


For the three months period ended March 31, 2010, our gross profit was $577 and our total
    operating expenses were $27,788, all of which were selling, general and administrative
    expenses. We also had $475 in interest expenses and loss attributable to minority interest
    of $4,738. Our net loss to our shareholders for the three months period ended March 31,
    2010 was $22,948.
    For the three months period ended March 31,
    2009, our gross profit was $3,279 and our total operating expenses were $11,071, all of
    which were selling, general and administrative expenses. We also had $54 in interest
    expenses. Our net loss to our shareholders for the three months period ended March 31,
    2009 was $7,846.
    For the six months period ended March 31,
    2010, our gross profit was $807 and our total operating expenses were $83,106, all of
    which were selling, general and administrative expenses. We also had $1,201 in interest
    expenses, $141 in interest income and loss attributable to minority interest of $14,455.
    Our net loss to our shareholders for the six months period ended March 31, 2010 was
    $68,904.
    For the six months period ended March 31,
    2009, our gross profit was $6,332 and our total operating expenses were $16,738, all of
    which were selling, general and administrative expenses. We also had $54 in interest
    expenses. Our net loss to our shareholders for the six months period ended March 31, 2009
    was $10,460.
    For the period from March 26, 2007 (date of
    inception) to March 31, 2010, the accumulated gross profit was $16,181, the total
    operating expenses was $260,668 which was all selling, general and administrative expenses
    and had $2,052 in interest expenses, $1,196 in interest income and loss attributable to
    minority interest of $24,430 and resulting in an accumulated net loss to our shareholders
    of $220,913.


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Liquidity
    and Capital Resources


We do not have sufficient resources to effectuate our business. As of March 31, 2010, we
    had $17,932 in cash. We expect to incur a minimum of $60,000 in expenses during the next
    twelve months of operations. We estimate that this will be comprised of the following
    expenses: $5,000 in website development and $30,000 in other marketing expenses.
    Additionally, $25,000 will be needed for general overhead expenses such as salaries, legal
    and accounting fees, office overheads and general expenses. .


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


Going Concern Consideration


The Company is a development stage company and has commenced the principal operations. The
    Company had modest revenues and incurred a net loss of $22,948 for the three months ended
    March 31, 2010 and an accumulated net loss of $220,913 for the period from March 26, 2007
    (inception) to March 31, 2010. 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 amounts
    and 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.


24

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Item 3. Quantitative and
    Qualitative Disclosures about Market Risk.


Quantitative and Qualitative Disclosures about Market Risk:


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


Off-Balance Sheet Arrangements:


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


Item 4. Controls and Procedures.


Evaluation of Controls and Procedures:


In accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to
    perform an evaluation under the supervision and with the participation of the Company's
    management, including the Company's principal executive officer and principal financial
    officer, of the effectiveness of the design and operation of the Company's disclosure
    controls and procedures as of the end of the period.


Evaluation of Disclosure Controls and Procedures:


Based on their evaluation of our disclosure controls and procedures (as defined in Rules
    13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2010, our Principal
    Executive Officer and Principal Financial Officer have concluded that our disclosure
    controls and procedures were not effective to ensure that the information required to be
    disclosed by us in this Report was (i) recorded, processed, summarized and reported within
    the time periods specified in the SEC's rules and instructions for Form 10-Q.Our Principal Executive Officer and Principal Financial Officer have concluded that our
    disclosure controls and procedures had the following deficiency:


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


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


Changes in Internal Controls over Financial Reporting:


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


25

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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 1A. Risk Factors


Smaller reporting companies are not required to provide the information required by this
    item.


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


None.


Item 3. Defaults Upon Senior Securities.


None.


Item 4. (Removed and Reserved).





Item 5. Other Information.


None.


Item 6. Exhibits


Exhibit No.
    Description3.1
    Articles of
    Incorporation (1)3.2
    Bylaws (1)10.1
    A letter agreement
    for the loan advance dated September 30, 2009 (2)31.1
    Rule
    13a-14(a)/15d14(a) Certification of CEO (Attached Hereto)31.2
    Rule
    13a-14(a)/15d14(a) Certification of CFO (Attached Hereto)32.1
    Section
    1350 Certifications (Attached Hereto)32.2
    Section
    1350 Certifications (Attached Hereto)


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


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SIGNATURES


Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly
    caused this report to be signed on its behalf by the undersigned, thereunto duly
    authorized.


Dated: May 19, 2010


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


27