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
    December 31, 2009


[   ]
    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
    98-0568076(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)


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

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

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


Yes [ x ] No [   ]

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


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

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


Yes [ x ] No [   ]

The number of
    common equity shares outstanding as of December 31, 2009 was 15,228,000 shares of Common
    Stock, $0.001 par value.


---

INDEX

PagePART
    I. FINANCIAL INFORMATIONItem 1.
    Financial StatementsConsolidated Balance
    Sheets - December 31, 2009 (Unaudited)
    2Consolidated
    Statements of Operations - Three Months ended December 31, 2009 and 2008, and from March
    26, 2007 (Inception) to December 31, 2009 (Unaudited)
    3Consolidated
    Statements of Stockholders' Equity - From March 26, 2007 (Inception) to December 31, 2009
    (Unaudited)
    4Consolidated
    Statements of Cash Flows - Three Months ended December 31, 2009 and 2008, and from March
    26, 2007 (Inception) to December 31, 2009 (Unaudited)
    5Notes to Consolidated
    Financial Statements
    6-22


Item 2.
    Management's
    Discussion and Analysis of Financial Condition and Results of Operations
    23-28


Item 3.
    Quantitative and
    Qualitative Disclosure About Market Risk
    29


Item 4.
    Controls and
    Procedures
    29


PART II. OTHER
    INFORMATION


Item 1
    Legal Proceedings
    30


Item 2
    Unregistered Sales of
    Equity Securities and Use of Proceeds
    30


Item 3
    Defaults Upon Senior
    Securities
    30


Item 4
    Submission of Matters
    to a Vote of Security Holders
    30


Item 5
    Other Matters
    30


Item 6.
    Exhibits
    30


SIGNATURES
    31


1

---

PART I - FINANCIAL INFORMATION

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED BALANCE SHEETSAS AT DECEMBER 31, 2009(UNAUDITED)(Stated in US Dollars)


Note
    
    December 31,
    2009
    
    September 30,
    2009(Unaudited)
    
    (Audited)ASSETSCurrent
    assets:Cash
    and cash equivalents
    
    $
    23,696
    $
    36,227Account receivable
    
    
    442
    
    154Other receivable
    
    
    836
    
    2,884Loan receivable
    
    
    -
    
    14,049Amount due from a
    director
    5
    
    13,054
    
    7,104Deposits
    6
    
    124,790
    
    124,801Inventory-resalable
    goods
    
    
    2,177
    
    1,585--------------------
    
    -------------------Total current assets
    
    
    164,995
    
    186,804--------------------
    
    -------------------Non-Current assets:Property and
    equipment, net
    7
    
    12,927
    
    11,960Goodwill
    12
    
    13,902
    
    13,902--------------------
    
    -------------------Total non-current
    assets
    
    
    26,829
    
    25,862--------------------
    
    -------------------Total assets:
    
    $
    191,824
    $
    212,666===========
    
    ===========LIABILITIES AND
    STOCKHOLDERS' EQUITYCurrent
    liabilities:Other
    payables
    8
    $
    208,694
    $
    179,727Loan
    payable
    9
    
    38,268
    
    36,814Accrued
    expenses
    
    
    41,567
    
    40,087Amounts
    due to directors
    5
    
    29,981
    
    26,498-------------------
    
    -------------------Total current
    liabilities
    
    
    318,510
    
    283,126-------------------
    
    -------------------Minority
    interest
    
    
    (11,808)
    
    (2,091)Stockholders'
    equity:Common stock, $0.001
    par value, 75,000,000
    shares authorized 15,228,000 (2008:13,228,000) shares issued and outstanding
    4
    
    15,228
    
    15,228Additional
    paid up capital
    4
    
    69,332
    
    69,332Deficit accumulated
    during the development stage
    
    
    (197,965)
    
    (152,009)Comprehensive loss
    
    
    (1,473)
    
    (920)-------------------
    
    -------------------Total stockholders'
    deficit
    
    
    (114,878)
    
    (68,369)-------------------
    
    -------------------Total liabilities and
    stockholders' equity
    
    $
    191,824
    $
    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 ENDED DECEMBER 31, 2009 AND 2008, ANDFROM MARCH
    26, 2007 (INCEPTION) TO DECEMBER 31, 2009(UNAUDITED)(Stated in
    US Dollars)


For
    the PeriodFor
    the Three
    
    For
    the Three
    
    from
    March 26,Months
    Ended
    
    Months
    Ended
    
    2007
    (Inception)December
    31,
    
    December
    31,
    
    to
    December 31,2009
    
    2008
    
    2009---------------------
    
    ---------------------
    
    ---------------------Net Revenues
    $
    550
    $
    5,886
    $
    31,335Cost of Revenues
    
    320
    
    2,833
    
    15,731---------------------
    
    ---------------------
    
    ---------------------Gross Profits
    
    230
    
    3,053
    
    15,604Other General and
    Administrative Expenses
    
    55,318
    
    5,667
    
    232,880---------------------
    
    ---------------------
    
    ---------------------Loss from Operations
    
    (55,088)
    
    (2,614)
    
    (217,276)Other Income /(
    Expenses)Interest
    income
    
    141
    
    -
    
    1,196Interest
    expenses
    
    (726)
    
    -
    
    (1,577)---------------------
    
    ---------------------
    
    ---------------------Net loss before
    minority interest
    
    (55,673)
    
    (2,614)
    
    (217,657)Minority interest
    
    9,717
    
    -
    
    19,692---------------------
    
    ---------------------
    
    ---------------------Net Loss
    
    (45,956)
    
    (2,614)
    
    (197,965)Other comprehensive
    lossForeign currency
    translation loss
    
    (553)
    
    -
    
    (1,473)---------------------
    
    ---------------------
    
    ---------------------Comprehensive Loss
    $
    (46,509)
    $
    (2,614)
    $
    (199,438)============
    
    ============
    
    ============Weighted Average
    Basic and Diluted Shares Outstanding
    
    15,228,000
    
    13,228,000
    
    13,404,684============
    
    ============
    
    ============Loss Per Share -
    basic and diluted
    $
    (0.00)
    $
    (0.00)
    $
    (0.00)============
    
    ============
    
    ============*Basic
    and diluted weighted average number of shares is the same since the Company has no
    dilutive securities


See accompanying notes to the financial
statements

3

---

CHINA DIGITAL VENTURES CORPORATION(A
    DEVELOPMENT STAGE COMPANY)CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS' EQUITYFOR
    THE PERIOD FROM MARCH 26, 2007 (INCEPTION) TO DECEMBER 31, 2009(UNAUDITED)(Stated
    in US Dollars)DeficitaccumulatedCommon stock
    
    Additional
    
    
    during
    the
    
    Total-----------------------------
    
    paid-in
    Comprehensive
    
    development
    
    stockholders'Shares
    
    Amount
    
    capital
    Loss
    
    Stage
    
    equity/(deficit)----------
    
    -----------
    
    -----------
    ---------------------
    
    ------------
    
    -------------Balance
    at March 26, 2007(inception)
    -
    $
    -
    $
    -
    $
    -
    
    $
    -
    $
    -Issuance
    of founder shares for cash at $0.001 per share -
    
    
    
    
    
    
    -
    
    
    -
    -March
    28, 2007
    10,000,000
    
    10,000
    
    -
    
    -
    
    -
    
    10,000Sale
    of shares for cash at $0.01 per share - April, 2007
    3,000,000
    
    3,000
    
    27,000
    
    -
    
    -
    
    30,000Net
    loss
    -
    
    -
    
    -
    
    -
    
    (38,799)
    
    (38,799)---------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ---------------Balance
    at September 30, 2007
    13,000,000
    
    13,000
    
    27,000
    $
    -
    
    (38,799)
    
    1,201Sale
    of shares for cash at $0.02 per share - Feb - Mar 2008
    208,000
    
    208
    
    3,952
    
    -
    
    -
    
    4,160Issuance
    of shares for services at $0.02 per share - Jul 7, 2008
    20,000
    
    -
    
    400
    
    -
    
    -
    
    400Net
    loss
    -
    
    -
    
    -
    
    -
    
    (49,952)
    
    (49,952)---------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ---------------Balance
    at September 30, 2008
    13,228,000
    
    13,208
    
    31,352
    
    -
    
    (88,751)
    
    (44,191)Issuance
    of shares for acquisition 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
    -
    
    -
    
    -
    
    (553)
    
    -
    
    (553)Net
    loss
    -
    
    -
    
    -
    
    -
    
    (45,956)
    
    (45,956)---------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ----------------
    
    ---------------Balance
    at December 31, 2009
    15,228,000
    $
    15,228
    $
    69,332
    $
    (1,473)
    $
    (197,965)
    $
    (114,878)=========
    
    =========
    
    =========
    
    ===========
    
    =========
    
    =========


See accompanying notes to the financial
statements

4

---

CHINA DIGITAL
    VENTURES CORPORATION(A DEVELOPMENT
    STAGE COMPANY)CONSOLIDATED
    STATEMENTS OF CASH FLOWSFOR THE THREE
    MONTHS ENDED DECEMBER 31, 2009 AND 2008,AND FROM MARCH 26,
    2007 (INCEPTION) TO DECEMBER 31, 2009
    TO JUNE 30, 2009(UNAUDITED)(Stated in US
    Dollars)For the PeriodFor
    the Three
    
    For
    the Three
    
    from
    March 26, 2007Months
    Ended
    
    Months
    Ended
    
    2007
    (Inception) toDecember
    31, 2009
    
    December
    31, 2008
    
    December
    31, 2009----------------------
    
    ----------------------
    
    ----------------------Cash Flows from
    Operating Activities:Net Loss
    $
    (45,956)
    $
    (2,614)
    $
    (197,965)Adjustments to
    Reconcile Net Loss to Net Cash Usedin Operating
    Activities:Depreciation
    
    1,269
    
    -
    
    2,068Minority interest
    
    (9,717)
    
    -
    
    (19,692)Common stock issuance for services
    
    -
    
    -
    
    400Changes in
    Assets and Liabilities:Increase in
    Account Receivable
    
    (288)
    
    -
    
    (442)Decrease in Other
    Receivable
    
    2,048
    
    -
    
    1,961Decrease in Loan
    Receivable
    
    14,049
    
    -
    
    12,822Decrease in
    Deposit
    
    11
    
    -
    
    495Increase in
    Inventory-resalable goods
    
    (592)
    
    -
    
    (1,831)Increase In Amount
    Due From A Director
    
    (5,950)
    
    -
    
    (13,054)Increase in Accrued Expenses
    
    1,480
    
    1,100
    
    41,169Increase in Other
    Payables
    
    28,967
    
    -
    
    61,454Increase in Loan
    Payable
    
    1,454
    
    -
    
    4,947Increase In Amounts Due To Directors
    
    3,483
    
    1,500
    
    25,538----------------------
    
    ----------------------
    
    ----------------------Net Cash Used in Operating Activities
    
    (9,742)
    
    (14)
    
    (82,130)----------------------
    
    ----------------------
    
    ----------------------Cash Flows from
    Investing Activities:Acquisition of
    subsidiary, net of cash
    
    -
    
    -
    
    75,650Purchase of
    property and equipment
    
    (2,236)
    
    -
    
    (12,511)----------------------
    
    ----------------------
    
    ----------------------Net Cash (Used In) / Provided by Financing Activities
    
    (2,236)
    
    -
    
    63,139----------------------
    
    ----------------------
    
    ----------------------Cash Flows from
    Financing Activities:Proceeds
    from Sale of Common Stock
    
    -
    
    -
    
    44,160----------------------
    
    ----------------------
    
    ----------------------Net Cash Provided by Financing Activities
    
    -
    
    -
    
    44,160----------------------
    
    ----------------------
    
    ----------------------(Decrease)/Increase
    in Cash
    
    (11,978)
    
    (14)
    
    25,169Effect of exchange
    rate changes on cash and cash equivalent.
    
    (553)
    
    -
    
    (1,473)Cash - Beginning
    of Period
    
    36,227
    
    8,517
    
    -----------------------
    
    ----------------------
    
    ----------------------Cash - End of
    Period
    $
    23,696
    $
    8,503
    $
    23,696============
    
    ============
    
    ============Supplemental
    Disclosures of Cash Flow Information:Interest
    Paid
    $
    726
    $
    -
    $
    1,577============
    
    ============
    
    ============Income
    Taxes Paid
    $
    -
    $
    -
    $
    -============
    
    ============
    
    ============


See accompanying notes to the financial
statements

5

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE THREE MONTHS ENDED
    DECEMBER 31, 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 Guangzhou, China and Adelaide, South
    Australia, and its principal business is in the telecom, media and technology sector in
    Asia. The Company has commenced provisioning of TV programming for IPTV channel in China
    and of web-based telecom services, focusing on Greater China. The Company intends to focus
    on the telecom, media, and technology sector.


The Company has recorded revenue from its web-based telecom business during the fiscal
    year under review and has recorded modest revenue. The Company has an operational office
    in China and Australia, 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 December 31, 2009, the Company has generated revenue
    of $31,335 and has incurred an accumulated deficit of $197,965. As at December 31, 2009
    its current liabilities exceed its current assets by $153,515. 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.


6

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE THREE MONTHS ENDED
    DECEMBER 31, 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 ended December 31,, 2009
    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.


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


Name of Company
    Place of Incorporation
    Attributable InterestLead Concept Limited
    Hong Kong
    Direct 100%China Integrated Media
    Corporation Limited
    Australia
    Direct 76.8%China Television Corporation
    British Virgin Islands
    Indirect 76.8%CIMC Marketing Pty Limited
    Australia
    Indirect 76.8%Guangzhou HwaHe Culture &
    Media Company Limited
    China, Peoples, Republic of China
    Indirect 76.8%


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.


7

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE THREE MONTHS ENDED
    DECEMBER 31, 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.


8

---

CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)NOTES TO THE CONSOLIDATED
    FINANCIAL STATEMENTSFOR THE THREE MONTHS ENDED
    DECEMBER 31, 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 December 31, 2009, the comprehensive loss was $1,473, and $nil in 2008,
    differences were immaterial.


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.


9

---

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


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


Stock-based Compensation


ASC 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 THREE MONTHS ENDED
    DECEMBER 31, 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 THREE MONTHS ENDED
    DECEMBER 31, 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 THREE MONTHS ENDED
    DECEMBER 31, 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 THREE MONTHS ENDED
    DECEMBER 31, 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 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 THREE MONTHS ENDED
    DECEMBER 31, 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 THREE MONTHS ENDED
    DECEMBER 31, 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 THREE MONTHS ENDED
    DECEMBER 31, 2009(UNAUDITED)(Stated in US Dollars)


4.
    COMMON STOCK


As of December 31, 2009, the Company has 75,000,000 shares authorized and 15,228,000
    shares issued and outstanding. The Company issued 2,000,000 shares for the acquisition of
    China Integrated Media Corporation Limited on July 6, 2009.


5.
    RELATED PARTY TRANSACTIONS


During the three months ended December 31, 2009, and for the period from March 26, 2007
    (date of inception) to December 31, 2009, the former President received $1,500 and
    $16,500, 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.


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 December 31, 2009 and September 30, 2009, the amounts due to directors were $29,981
    and $26,498, respectively. The amounts due to directors are unsecured, non-interest
    bearing and payable on demand.


As of December 31, 2009 and September 30, 2009, the amount due from a director was $13,054
    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 December 31, 2009
    
    As of September 30, 2009-----------------------
    
    -----------------------US$
    
    US$Rental
    deposits
    
    286
    
    284Deposit for
    IPTV
    
    124,504
    
    124,517-----------------------
    
    -----------------------124,790
    
    124,801==============
    
    ==============


17

---

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


7.
    PROPERTY AND EQUIPMENT, NET


Property and equipment is summarized as follows:


As of December 31, 2009
    
    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
    
    (4,146)
    
    (2,877)-----------------------
    
    -----------------------12,927
    
    11,960==============
    
    ==============


8.
    OTHER PAYABLES


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


9.
    LOAN PAYABLE


As at December 31, 2009, the Company has an Australia Dollars A$40,000, equivalent to
    US$35,293 (2008: $nil), outstanding unsecured loan payable to Intek Solutions Pty. Ltd., a
    related company of which Mr Con Unerkov, director of the Company, is also director, with
    annual interest rate of 8%. This loan is due on March 18, 2010. The Company recorded
    accrued interest of $2,975 for the period ended December 31, 2009 (2008: $nil).


10.
    COMMITMENT AND CONTINGENCY


The Company has entered into two agreements for exclusive program production right
    acquisition from Sichuan Jin Peng Jin Ding Media Limited and for program production
    service from Hunan Education Television Station expiring March, 2019 and May, 2012
    respectively. Total deposit paid as at December 31, 2009 and September 30, 2009 amounted
    to $124,504 and $124,517 respectively (NOTE 6).
    The Company's commitments for minimum
    payments under these contracts for the next five years and thereafter are as follows:


18

---

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


10.
    COMMITMENT
    AND CONTINGENCY (continued)


Year ending September
    30,2010
    
    
    $
    42,4832011
    
    
    
    13,1842012
    
    
    
    13,1842013
    
    
    
    13,1842014
    
    
    
    13,184Thereafter
    
    
    
    65,923-------------$
    161,142============


11.
    INCOME TAXES


No provision was made for income tax for the period from March 26, 2007 (Inception) to
    December 31, 2009 as the Company and its subsidiary had operating losses. In the period
    ended December 31, 2009, the Company and its subsidiary incurred net operating losses for
    tax purposes of approximately $111,757 and $86,208, respectively. Total net operating
    losses carried forward at December 31, 2009, (i) for Federal and State purposes were
    $111,757 and $111,757, respectively and (ii) for its entities outside of the United States
    were $86,208 for the period ended December 31, 2009. 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 December 31, 2009 was approximately
    $36,401 of which $16,764 was for US federal income tax, $3,468 was for Hong Kong income
    tax, $11,100 was for China income tax and $5,069 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:


December 31, 2009$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
    
    
    -==============


19

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CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2009
    (UNAUDITED)


12.
    BUSINESS
    COMBINATION


As announced
    in the Form 8-K, on May 26, 2009 and further disclosed in our Form 10-Q/Amendment no.2
    filed on November 20, 2009, the Company entered into a Sales and Purchase agreement (the
    "Purchase Agreement") to acquire 19,200,000 shares in and representing
    approximately the then 79.1% interests in China Integrated Media Corporation Limited
    ("CIMC"), a public company incorporated in Australia. On July 6, 2009, the
    Company closed this transaction and at the date of closing the Company then held 76.8% as
    CIMC issued some shares prior to the closing date. CIMC is in the business of television
    content provision and brand distribution business in China and Australia, respectively.


The
    consideration for the acquisition is 2,000,000 shares of the Company's common stock valued
    at $40,000 based upon a share price of US$0.02 per share.


Business
    Combination


The purchase
    transaction details are as follows:


Purchase price
    
    $
    40,000Cash
    
    75,650Current assets
    
    141,250Current liabilities
    
    (185,402)Property, plant and equipment
    
    2,484Minority interests
    
    (7,884)----------------------Goodwill
    
    $
    13,902==============


Proforma financials


The accompanying pro forma
    condensed consolidated financial statements are provided for informational purposes only. 
    The pro forma consolidated balance sheets and pro forma consolidated statements of
    operations are unaudited and are not necessarily indicative of the consolidated financial
    position which actually would have occurred if the above transaction had been consummated
    on June 30, nor does it purport to present the operating results that would be achieved
    for future periods.


The unaudited pro-forma
    consolidated financial statements reflect financial information which gives pro-forma
    effect to the acquisition of 19,200,000 shares of CIMC in exchange for 2,000,000 shares of
    common stock of the Company.


The acquisition is to be
    recorded as a purchase acquisition.  The pro forma consolidated balance sheets
    included herein reflects the use of the purchase method of accounting for the above
    transaction.


Unaudited Pro Forma Consolidated Balance
    SheetsThe acquisition was
    completed on July 6, 2009 and has been accounted for in the consolidated balance sheet
    presented in the pro-forma condensed consolidated balance sheets as at June 30, 2009.


Unaudited Pro Forma Consolidated
    Statements of OperationsThe
    pro-forma consolidated statements of operations give effect to the above transaction as if
    it occurred on the earliest date of the period presented, i.e., September 30, 2010.


20

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CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2009
    (UNAUDITED)


12.
    BUSINESS COMBINBATION
    (CONTINUED)


CHINA DIGITAL VENTURES CORPORATION
UNAUDITED PRO-FORMA 
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2009

$ASSETSCurrent assetsCash and cash
    equivalents
    
    
    
    83,407Accounts receivable
    
    
    
    2,056Loan receivable
    
    
    
    12,822Amount due from a
    director
    
    
    
    4,089Deposits and other
    receivables
    
    
    
    81,103Inventory - resalable
    goods
    
    
    
    346----------------------Total current assets
    
    
    
    183,823Non-Current assets:Property and
    equipment, net
    
    
    
    2,484Goodwill
    
    
    
    11,760----------------------Total non-current
    assets
    
    
    
    14,244----------------------Total assets
    
    
    
    198,067===============LIABILITIES AND
    STOCKHOLDERS' EQUITYCurrent
    liabilitiesOther payable
    
    
    
    155,756Loan payable
    
    
    
    33,321Accrued expenses
    
    
    
    39,640Amounts due to
    directors
    
    
    
    29,264----------------------Total current
    liabilities
    
    
    
    257,981----------------------Minority interest
    
    
    
    (4,357)===============Stockholders'
    equityCommon stock, $0.001
    par value, 75,000,000 shares authorized, 15,228,000 shares issued and outstanding at June
    30, 2009
    
    
    
    15,228Additional paid up
    capital
    
    
    
    69,332Accumulated deficit
    during the development stage
    
    
    
    (140,117)----------------------Total stockholders'
    deficit
    
    
    
    (55,557)----------------------Total liabilities and
    stockholders' equity
    
    
    
    198,067===============


21

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CHINA DIGITAL VENTURES CORPORATION
    (A DEVELOPMENT STAGE COMPANY)
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS ENDED DECEMBER 31, 2009
    (UNAUDITED)


12.
    BUSINESS COMBINATION
    (CONTINUED)


CHINA DIGITAL VENTURES CORPORATION
UNAUDITED PRO-FORMA 
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 30, 2009

Proformaconsolidated----------------US$Net revenue
    
    17,893Cost of revenue
    
    8,532----------------Gross profit
    
    9,361Other general and
    administrative expenses:
    
    69,990----------------Loss from
    operations before other expense
    
    (60,629)Other expensesInterest expenses
    
    836----------------Net loss before
    minority interests
    
    (61,465)Minority interests
    
    (10,099)----------------Net loss
    
    (51,366)==========Other Comprehensive IncomeForeign currency translation
    gain
    
    0Comprehensive loss
    
    (52,367)Basic and diluted
    loss per common share
    
    (0.02)==========Basic and diluted
    weighted average number of common share
    
    15,228,000==========


22

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


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


Forward-Looking Statements


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


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


Critical Accounting Policy and
    Estimates


Our
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    section discusses our financial statements, which have been prepared in accordance with
    accounting principals generally accepted in the United States of America. The preparation
    of these financial statements requires management to make estimates and assumptions that
    affect the reported amounts of assets and liabilities at the date of the consolidated
    financial statements and the reported amounts of revenues and expenses during the
    reporting period. On an on-going basis, management evaluates its estimates and judgments,
    including those related to revenue recognition, accrued expenses, financing operations,
    and contingencies and litigation. Management bases its estimates and judgments on
    historical experience and on various other factors that are believed to be reasonable
    under the circumstances, the results of which form the basis for making judgments about
    the carrying value of assets and liabilities that are not readily apparent from other
    sources. Actual results may differ from those estimates under different assumptions or
    conditions. The most significant accounting estimates inherent in the preparation of our
    financial statements include estimates as to the appropriate carrying value of certain
    assets and liabilities which are not readily apparent from other sources. These accounting
    policies are described at relevant sections in this discussion and analysis and in the
    notes to the financial statements included in our Quarterly Report on Form 10-Q for the
    period ended December 31, 2009.


23

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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. CDVC's focus today is on the convergence of
    technology, media and telecommunications ("TMT") sectors with a heavy focus on
    Television Media in China.


The Company's mission is
    to acquire, own and manage a portfolio of "technology", "media" and
    "telecommunication" assets throughout Asia with a focus on assets with stable
    earnings and cash flows, strong market positions, high barriers to entry and the potential
    for further earnings growth.


The Company
    has 2 main subsidiary companies being:*
    China
    Integrated Media Corporation Limited ("CIMC") - Responsible for the management
    of the groups "Television" and "Brand Distribution" assets /
    operations; and;*
    Lead Concept
    Limited ("LCL") - Responsible for the management of the groups
    "Telecommunication" assets / operations.


In May 2009, CDVC entered
    a sale and purchase agreement to acquire approximately the then 79.1% interests in CIMC, a
    public company in Australia.


Currently CDVC is
    developing and expanding its operations and at the same time, also seeking synergistic
    projects to enhance the operations of the Company and shareholder returns. The Company's
    mailing address in Hong Kong is Unit 603, 6/F., Malaysia Building, 50 Gloucester Road,
    Wanchai, Hong Kong. The telephone number of our principal executive office in the USA is 1
    360 215 1755.


China Integrated Media Corporation Limited
    ("CIMC")


CIMC was incorporated in
    August 2008 as a public company in South Australia and has offices in Australia, China and
    Hong Kong. Whilst CIMC focuses on activities throughout the Asian region, its main focus
    is that of the emerging China market with a focus in "Television" and
    "Brand Management".


CIMC is currently in the
    process of looking at possible fund raising opportunities through an Initial Public
    Offering on the Australian Stock Exchange ("ASX"). CIMC is currently creating a
    funding strategy and we anticipate that we will be able to commence the implementation of
    this strategy prior to the end of the 2nd quarter of the 2010 calendar year.


CIMC is also looking to
    strengthen its operations through synergistic acquisitions and is currently in early stage
    discussions with a couple potential candidates.


Television


CIMC through a subsidiary
    company has obtained the rights to manage the operation and content provisioning for the
    "Education", "Sports" and "Home Shopping" on Pay TV Channels
    from the China Radio International ("CRI") IPTV Nationwide license. Broadcasting
    for the "Educational" channel commenced in September 2009with 16 hours each day.
    The "Home Shopping" Channel is expected to commence broadcasting in the 1st
    quarter of the 2010 calendar year with the "Sports" channel expected to commence
    broadcasting in the 3rd quarter of the 2010 calendar year.


Brand Management


CIMC through a subsidiary
    company has entered into an agreement with a major brand name representative for the sale
    and distribution of branded multi-media products originated from Australia and New
    Zealand. CIMC is currently in discussions with a number of potential resellers and also
    distribution houses and expects to commence the rollout of these channels towards the end
    of the 1st quarter of the 2010 calendar year.


Lead Concept Limited ("LCL")


LCL was established to
    manage the group's "Telecommunication" assets and operations. LCL currently
    operates its own platform in Hong Kong offering web-based telecom services in Greater
    China.


24

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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.


Telecom Services


CDVC is 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.


25

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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.


Television


In April 2009, through a
    "now" subsidiary of the Company, entered into an agreement with Sichuan Jin Peng
    Jiu Ding Media Limited ("JPJD") for the right to operate the content
    provisioning and advertising for the 3 television channels (Education, Home Shopping and
    Sports) and for the video on demand services on the existing JPJD IPTV Platform in Sichuan
    Province, China. JPJD has the exclusive rights to operate the IPTV operation in Sichuan
    province under the China Radio International IPTV license.


In June 2009, through a
    "now" subsidiary of the Company, entered into an agreement with Hunan Education
    Television Station ("HETV") to provide content and content production for the
    "Education" IPTV channel and also for the use of HETV's production, editing and
    studio facilities to produce our own content. HETV is one of China's leading education
    television stations in China with a library database of over 20,000 hours of programs
    where we are able to broadcast some of these content through its IPTV Education Channel.


In July 2009, the Company
    acquired new business of television content provisioning in China and brand distribution
    business in Australia. This business is focused on the Chinese television market with
    offices located in Hong Kong and China and has 3 areas of focus being "TV
    Channels/Operations", "Advertising" and "Content Provision".


The Company
    focuses its Television interest in the following areas:*
    "TV
    Channels" - responsible for managing the group's current TV operations and to pursue
    new opportunities in the areas of Internet Protocol Television, Satellite TV, Video on
    Demand and Mobile TV;*
    "Advertising"
    - responsible for pursuing TV Advertising to service our own TV channels / operations and
    the buying and selling of airtime for other TV channels; and*
    "Content
    Provisioning" - responsible for production of our own content that will be made
    available to service our own TV channels / operations, sales of our production content to
    other TV channels / operations in China and abroad and partner with existing content
    houses to service our own TV channels / operations.


Brand Distribution


In July 2009, a now
    subsidiary of the Company entered into an agreement with a major brand name for the
    exclusive sale and distribution of branded multi-media products within Australia and New
    Zealand for a period of two years provided that it meets certain quarterly purchase
    commitments. This Agreement lapsed and the parties are now in discussion to have our
    subsidiary to become an authorized distributor in Australia and New Zealand.


The brand position is an
    innovative creator and developer of digital media services and software. The essence of
    the company is based on three pillars; the first and most important of these is the
    digital content offering, the second is the distribution and delivery of this content to
    any multimedia device, and the third is the production of particular hardware devices for
    accessing content.


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.


26

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Results of
    Operations


FOR THE THREE
    MONTHS PERIOD ENDED DECEMBER 31, 2009 AND 2008 AND FOR THE PERIOD FROM MARCH 26, 2007
    (INCEPTION) TO DECEMBER 31, 2009.


REVENUES


The Company has realized
    revenue of $550 for the three months period ended December 31, 2009. The Company incurred
    a cost of revenue of $320, achieving a gross profit of $230 for the three months period
    ended December 31, 2009. We hope to generate additional revenue when we receive more
    contracts or develop other projects.
    The Company has realized revenue of $5,886
    for the three months period ended December 31, 2008. The Company incurred a cost of
    revenue of $2,833, achieving a gross profit of $3,053 for the three months period ended
    December 31, 2008. We hope to generate additional revenue when we receive more contracts
    or develop other projects.
    For the period from March 26, 2007 (date of
    inception) to December 31, 2009, the Company realized revenue of $31,335, incurred a cost
    of revenue of $15,731 and achieved a gross profit of $15,604.


OPERATING
    EXPENSES


For the three months
    period ended December 31, 2009, our gross profit was $230 and our total operating expenses
    were $55,318, all of which were selling, general and administrative expenses. We also had
    $726 in interest expenses, $141 in interest income and loss attributable to minority
    interest of $9,717. Our net loss to our shareholders for the three months period ended
    December 31, 2009 was $45,956.
    For the three months period ended December
    31, 2008, our gross profit was $3,053 and our total operating expenses were $5,667, all of
    which were selling, general and administrative expenses. Our net loss to our shareholders
    for the three months period ended December 31, 2008 was $2,614.
    For the period from March 26, 2007 (date of
    inception) to December 31, 2009, the accumulated gross profit was $15,604, the total
    operating expenses was $232,880 which was all selling, general and administrative expenses
    and had $1,577 in interest expenses, $1,196 in interest income and loss attributable to
    minority interest of $19,692 and resulting in an accumulated net loss to our shareholders
    of $197,965


27

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Liquidity
    and Capital Resources


We do not have sufficient
    resources to effectuate our business. As of December 31, 2009, we had $23,696 in cash. We
    expect to incur a minimum of $360,000 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, $250,000 for the television
    content provisioning business and the rolling out of the Home Shopping and Sports Channels
    in China, and $50,000 for the brand distribution business. 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 $45,956 for the three months ended December 31,
    2009 and an accumulated net loss of $197,965 for the period from March 26, 2007
    (inception) to December 31, 2009. 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.


28

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Item 3. Quantitative and
    Qualitative Disclosures about Market Risk.


Quantitative and Qualitative
    Disclosures about Market Risk:A smaller
    reporting company is not required to provide the information required by this item.


Off-Balance Sheet
    Arrangements:


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


Item 4T. Controls and
    Procedures.


Evaluation of Controls and
    Procedures:


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


Evaluation of Disclosure
    Controls and Procedures:


Based on their
    evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and
    15d-15(e) under the Exchange Act) as of December 31, 2009, 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.


29

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PART II.
    OTHER INFORMATION


Item 1.
    Legal Proceedings.


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


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


None.


Item 3.
    Defaults Upon Senior Securities.


None.


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


There was no
    matter submitted to a vote of security holders during the fiscal quarter ended December
    31, 2009.


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 Con Unerkov (Attached Hereto)31.2
    Rule
    13a-14(a)/15d14(a) Certification of Bing HE (Attached Hereto)32.1
    Section
    1350 Certifications of Con Unerkov (Attached Hereto)32.2
    Section
    1350 Certifications of Bing HE(Attached Hereto)


1
    Incorporated
    by reference to our Registration Statement on Form SB-2 filed with the SEC on October 16,
    2007.


30

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SIGNATURES


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


Dated: February 18, 2010


CHINA DIGITAL VENTURES CORPORATIONBy:
    /s/ Con UnerkovName:
    Con
    UnerkovTitle:
    Chief
    Executive OfficerBy:
    /s/ Bing HeName:
    Bing
    HeTitle:
    Chief
    Financial Officer


31

---

EXHIBIT 31.1
    Certification of Chief Executive
    Officer of the Company
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    and Securities and Exchange Commission Release 34-46427I, Con Unerkov, 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)) and internal control over financial reporting (as defined in
    Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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)
    Designed such internal control over financial reporting, or caused such internal control
    over financial reporting to be designed under our supervision, to provide reasonable
    assurance regarding the reliability of financial reporting and the preparation of
    financial statements for external purposes in accordance with generally accepted
    accounting principles;


(c)
    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


(d)
    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 registrant'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: February 18, 2010
    /s/ Con UnerkovCon Unerkov
    (Chief Executive Officer)


---

EXHIBIT 31.2
    Certification of Chief Financial Officer of the Company
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    and Securities and Exchange Commission Release 34-46427I, Bing He, certify that:


1. I have reviewed this quarterly report on Form 10-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)) and internal control over financial reporting (as defined in
    Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant 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)
    Designed such internal control over financial reporting, or caused such internal control
    over financial reporting to be designed under our supervision, to provide reasonable
    assurance regarding the reliability of financial reporting and the preparation of
    financial statements for external purposes in accordance with generally accepted
    accounting principles;


(c)
    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


(d)
    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 registrant'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: February 18, 2010
    /s/ Bing HeBing He
    (Chief Financial Officer)


---



EXHIBIT 32.1CERTIFICATION PURSUANT TO
    18 U.S.C. SECTION 1350
    AS ADOPTED PURSUANT TO
    SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of China Digital Ventures Corporation a Nevada
    corporation (the "Company") on Form 10-Q for the three months period ending
    December 2010, as filed with the Securities and Exchange Commission on the date hereof
    (the "Report"), Con Unerkov, Chief Executive Officer of the Company, certifies
    to the best of his knowledge, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss.
    906 of the Sarbanes-Oxley Act of 2002, that:


(1)
    The Report fully complies with the requirements of Section 13(a) or 15(d) of the
    Securities Exchange Act of 1934; and


(2)
    The information contained in the Report fairly presents, in all material respects, the
    financial condition and result of operations of the Company.


A signed original of this written statement required by Section 906 has been provided to
    China Digital Ventures Corporation, and will be retained by China Digital Ventures
    Corporation and furnished to the Securities and Exchange Commission or its staff upon
    request.Dated: February 18, 2010
    /s/ Con UnerkovCon Unerkov
    (Chief Executive Officer)


---

EXHIBIT 32.2CERTIFICATION PURSUANT TO
    18 U.S.C. SECTION 1350
    AS ADOPTED PURSUANT TO
    SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of China Digital Ventures Corporation a Nevada
    corporation (the "Company") on Form 10-Q for the three months period ending
    December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof
    (the "Report"), Bing He, Chief Financial Officer of the Company, certifies to
    the best of his knowledge, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906
    of the Sarbanes-Oxley Act of 2002, that:


(1)
    The Report fully complies with the requirements of Section 13(a) or 15(d) of the
    Securities Exchange Act of 1934; and


(2)
    The information contained in the Report fairly presents, in all material respects, the
    financial condition and result of operations of the Company.


A signed original of this written statement required by Section 906 has been provided to
    China Digital Ventures Corporation, and will be retained by China Digital Ventures
    Corporation and furnished to the Securities and Exchange Commission or its staff upon
    request.Dated: February 18, 2010
    /s/ Bing HeBing He
    (Chief Financial Officer)


---