UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10 − Q/A
(Amendment No. 1)

(Mark One)[X]
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934For the quarterly period ended March 31, 2008[  ]
    TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the transition period from [ ] to [ ]

Commission File Number: [ ]

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

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




+011 (852) 6343-7704(Registrant's Telephone Number, Including Area Code)

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

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


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 April 30, 2008 was 13,208,000 shares of Common
    Stock, $0.001 par value.




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INDEX



PagePART I. FINANCIAL INFORMATIONItem 1.
    Financial StatementsCondensed
    Balance Sheet - March 31, 2008 (Unaudited)
    3Condensed
    Statements of Operations - Three Months and Six Months ended March 31, 2008 and from March
    26, 2007 (Inception) to March 31, 2008 (Unaudited)
    4Condensed
    Statement of Stockholders' Equity / (Deficit) - From March 26, 2007 (Inception) to March 31, 2008
    (Unaudited)
    5Condensed
    Statements of Cash Flows - Six Months ended March 31, 2008 and from March 26, 2007
    (Inception) to March 31, 2008 (Unaudited)
    6Notes to
    Condensed Financial Statements
    7-12Item 2.
    Management's
    Discussion and Analysis of Financial Condition and Results of Operations
    13-17Item 3.
    Quantitative
    and Qualitative Disclosure About Market Risk
    18Item 4.
    Controls
    and Procedures
    18PART
    II. OTHER INFORMATIONItem 1
    Legal
    Proceedings
    19Item 2
    Unregistered
    Sales of Equity Securities and Use of Proceeds
    19Item 3
    Defaults
    Upon Senior Securities
    19Item 4
    Submission
    of Matters to a Vote of Security Holders
    19Item 5
    Other
    Matters
    19Item 6.
    Exhibits
    19SIGNATURES
    
    20




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PART I - FINANCIAL INFORMATION



CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)
    CONDENSED BALANCE SHEET
    AS AT MARCH 31, 2008
    (UNAUDITED)
    (Stated in US Dollars)




Note
    
    March 31, 2008
    
    September 30, 2007ASSETS
    
    
    (Unaudited)
    
    (Audited)Current assets:Cash and cash equivalents
    
    $
    6,303
    $
    5,001Accounts receivable
    
    
    1,000
    
    -------------------
    
    -----------------Total
    assets
    
    $
    7,303
    $
    5,001============
    
    ===========LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilities:Accounts payables
    
    $
    1,412
    $
    -Deposits and other payables
    
    
    8,673
    
    1,800Accrued expenses
    
    
    16,106
    
    2,000Amount due to a director
    
    
    3,141
    
    -------------------
    
    ------------------Total
    current liabilities
    
    $
    29,332
    $
    3,800------------------
    
    ------------------Stockholders' (deficit) / equity:Common stock, $0.001 par value, 75,000,000 sharesauthorized 13,208,000 (2007: 13,000,000)
    shares issuedand outstanding
    4
    $
    13,208
    $
    13,000Additional paid up capital
    4
    
    30,952
    
    27,000Deficit accumulated during the development stage
    
    
    (66,189)
    
    (38,799)------------------
    
    ------------------Total
    stockholders' (deficit) / equity
    
    $
    (22,029)
    $
    1,201------------------
    
    ------------------Total
    liabilities and stockholders' equity
    
    $
    7,303
    $
    5,001============
    
    ===========




See accompanying notes to the financial
statements



3

---



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




For
    the PeriodFor
    the Three
    
    For
    the Six
    
    from
    March 26,Months
    Ended
    
    Months
    Ended
    
    2007
    (Inception)March
    31,
    
    March
    31,
    
    to
    March 31,2008
    
    2008
    
    2008-------------------
    
    -------------------
    
    -------------------Net Revenues
    $
    628
    $
    1,928
    $
    2,728Cost of Revenues
    
    502
    
    1,412
    
    2,012-------------------
    
    -------------------
    
    -------------------Gross Profits
    
    126
    
    516
    
    716Other General and
    Administrative Expenses
    
    14,012
    
    27,906
    
    66,905-------------------
    
    -------------------
    
    -------------------Loss from
    Operations
    
    (13,886)
    
    (27,390)
    
    (66,189)Other ExpensesInterests
    
    -
    
    -
    
    --------------------
    
    -------------------
    
    -------------------Net Loss
    $
    (13,886)
    $
    (27,390)
    $
    (66,189)=============
    
    =============
    
    =============Weighted Average
    Basic and Diluted Shares Outstanding
    
    13,078,637
    
    13,039,104
    
    12,776,097=============
    
    =============
    
    =============Loss Per Share - basic and diluted
    $
    (0.00)
    $
    (0.00)
    $
    (0.00)=============
    
    =============
    
    =============*Basic
    and diluted weighted average number of shares is the same since the Company does not have
    any dilutive securities








4

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




DeficitaccumulatedAdditional
    
    during the
    
    TotalCommon stock
    
    paid-in
    
    development
    
    stockholders'Shares
    
    Amount
    
    capital
    
    stage
    
    equity / (deficit)Balance at March 26, 2007
    -
    $
    -
    $
    -
    $
    -
    $
    -(inception)Issuance of founder shares forcash at $0.001 per share -March 28, 2007
    10,000,000
    
    10,000
    
    -
    
    -
    
    10,000Sale of shares for cash at $0.01per share - April, 2007
    3,000,000
    
    3,000
    
    27,000
    
    -
    
    30,000Net loss
    -
    
    -
    
    -
    
    (38,799)
    
    (38,799)-------------
    
    -------------
    
    -------------
    
    -------------
    
    ------------Balance at September 30, 2007
    13,000,000
    $
    13,000
    $
    27,000
    $
    (38,799)
    $
    1,201Sale of shares for cash at $0.02 per
    share - Feb-Mar 2008
    208,000
    
    208
    
    3,952
    
    -
    
    4,160Net loss
    -
    
    -
    
    -
    
    (27,390)
    
    (27,390)-------------
    
    -------------
    
    -------------
    
    -------------
    
    ------------Balance at March 31, 2008
    13,208,000
    $
    13,208
    $
    30,952
    $
    (66,189)
    $
    (22,029)=========
    
    =========
    
    =========
    
    =========
    
    ========




See accompanying notes to the financial
statements



5

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CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)
    CONDENSED STATEMENTS OF CASH FLOWS
    FOR THE SIX MONTHS ENDED MARCH 31, 2008 AND FROM MARCH 26, 2007 (INCEPTION) TO
    MARCH 31, 2008
    (UNAUDITED)
    (Stated in US Dollars)




For
    the PeriodFor
    the Six
    
    from
    March 26, 2007Months
    Ended
    
    (Inception)
    toMarch
    31, 2008
    
    March
    31, 2008-----------------------
    
    ------------------------Cash Flows from
    Operating Activities:Net Loss
    $
    (27,390)
    $
    (66,189)Adjustments to
    Reconcile Net Loss to Net Cash Usedin Operating
    Activities:Changes in
    Assets and Liabilities:Increase in
    Accounts Receivable
    
    (1,000)
    
    (1,000)Increase in
    Accounts Payables
    
    1,412
    
    1,412Increase in
    Accrued Expenses
    
    14,106
    
    16,106Increase in
    Deposits and Other Payables
    
    6,873
    
    8,673Increase in
    Due to a director
    
    3,141
    
    3,141------------------
    
    ------------------Net Cash Used
    in Operating Activities
    
    (2,858)
    
    (37,857)------------------
    
    ------------------Cash Flows
    from Investing Activities:
    
    -
    
    -------------------
    
    ------------------Cash Flows
    from Financing Activities:Proceeds from
    Sale of Common Stock
    
    4,160
    
    44,160------------------
    
    ------------------Net Cash
    Provided by Financing Activities
    
    4,160
    
    44,160------------------
    
    ------------------Increase in
    Cash
    
    1,302
    
    6,303Cash -
    Beginning of Period
    
    5,001
    
    -------------------
    
    ------------------Cash - End of
    Period
    $
    6,303
    $
    6,303============
    
    ============Supplemental
    Disclosures of Cash Flow Information:Interest Paid
    $
    -
    $
    -============
    
    ============Income Taxes
    Paid
    $
    -
    $
    -============
    
    ============




See accompanying notes to the financial
statements



6

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CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE CONDENSED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2008
    (UNAUDITED)
    (Stated in US Dollars)




1.
    ORGANIZATION


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


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


2.
    UNCERTAINTY OF ABILITY TO CONTINUE AS A GOING CONCERN


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


As of March 31, 2008, the Company has generated modest revenue and
    has incurred an accumulated deficit since inception totaling $66,189 at March 31, 2008 and
    its current liabilities exceed its current assets by $22,029. These financial statements
    do not include any adjustments relating to the recoverability and classification of
    recorded asset amounts and classification of liabilities that might be necessary should
    the Company be unable to continue as a going concern. These factors noted above raise
    substantial doubts regarding the Company's ability to continue as a going concern.


The Company has filed a SB-2 Registration Statement with the United
    States Securities and Exchange Commission to register 3,500,000 shares of common stock for
    sale by the Company at $0.02 per share for gross proceeds of $70,000. In additional, the
    Company registered 380,000 shares of commons stock held by existing shareholders for
    resale at $0.02 per share. The Company will not receive any proceeds with respect to the
    resale of shares held by existing shareholders. This SB-2 registration statement became
    effective on December 28, 2007. In February and March 2008, the Company sold 208,000
    shares of common stock for $4,160. On May 14, 2008, the Company closed the aforementioned offering.


3.
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES & REALIZATION OF
    ASSETS


Basis of Presentation


The accompanying unaudited interim financial statements have been
    prepared in accordance with accounting principals generally accepted in the United States
    of America and the rules of the U.S. Securities and Exchange Commission, and should be
    read in conjunction with the audited financial statements and notes thereto for the period
    ended September 30, 2007. They do not include all information and footnotes required by
    accounting principles generally accepted in the United States of America for complete
    financial statements. However, except as disclosed herein, there has been no material
    change in the information disclosed in the notes to the financial statements for the
    period ended September 30, 2007 included in the Company Form 10-KSB filed with the
    Securities and Exchange Commission. In the opinion of management, all adjustments
    (consisting of normal recurring accruals) considered necessary for a fair presentation of
    financial position and results of operations for the interim period presented have been
    included. Operating results for the interim period are not necessary indicative of the
    results that may be expected for the respective full year.




7

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CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE CONDENSED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2008
    (UNAUDITED)
    (Stated in US Dollars)




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


Use of Estimates


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


Basic and Diluted Net Income (Loss) Per Share


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


Fair Value of Financial Instruments


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


Cash and Cash Equivalents


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


Website Development Costs


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


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




> 

8

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CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE CONDENSED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2008
    (UNAUDITED)
    (Stated in US Dollars)




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


Income Tax


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


Foreign Currency Translation


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


Stock-based compensation


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


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




> 

9

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CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE CONDENSED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2008
    (UNAUDITED)
    (Stated in US Dollars)




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


Issuance of shares for service


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


Revenue Recognition


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




> 

10

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CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE CONDENSED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2008
    (UNAUDITED)
    (Stated in US Dollars)




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


Recent Pronouncements


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


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


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




> 

11

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CHINA DIGITAL VENTURES
    CORPORATION(A DEVELOPMENT STAGE COMPANY)
    NOTES TO THE CONDENSED FINANCIAL STATEMENTS
    FOR THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2008
    (UNAUDITED)
    (Stated in US Dollars)




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


Recent Pronouncements (continued)


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


4.
    COMMON STOCK


During the six months period ended March 31, 2008 the Company sold
    208,000 common stock of the Company for $4,160 in February and March 2008.


5.
    RELATED COMPANY TRANSACTIONS


During the three months and six months ended March 31, 2008, and
    for the period from March 26, 2007 (date of inception) to March 31, 2008, the President
    received $1,500, $3,000 and $6,000, respectively, for his services as consultant to the
    Company.


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


6.
    SUBSEQUENT EVENT


On May 14, 2008, the Company closed an offering to sell 3,500,000 shares
    common stock at $0.02 per share under the Form SB-2 registration statement (no. 333-146727).
    Under the aforesaid registration statement, a total of 208,000 shares were sold by the Company
    at a price of $0.02 per share. The Company received a total proceeds of $4,160 in its bank accounts
    from this offering.




12

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


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


Forward-Looking
    Statements


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


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


Critical
    Accounting Policy and Estimates


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




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Overview


CDVC was organized on March 26, 2007 and has not yet commenced any
    significant revenue-generating operations. Our common stock is not listed on any
    recognized exchange or quoted on any quotation medium. There can be no assurance that our
    common stock will ever be listed or quoted in the future or ever have a market develop for
    its common stock.


Plan of
    Operations - General


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


As of March 31, 2008, CDVC had $6,303 of cash on hand. Management
    believes this amount will not satisfy the cash requirements of CDVC for the next twelve
    months or until such a time additional proceeds are raised. In February and March 2008,
    CDVC sold 208,000 shares at $0.02 per share to investors for a total proceeds of $4,160
    under the Registration Statement for registering 3,500,000 shares in the Company that
    became effective by the SEC on December 28, 2007. CDVC plans to satisfy our future cash
    requirements by additional equity financing in the form of private placements of common
    stock under aforesaid Registration Statement on Form SB-2. There can be no assurance that
    CDVC will be successful in raising additional equity financing, and, thus, be able to
    satisfy our future cash requirements, which primarily consist of working capital directed
    towards the development of the website and marketing campaigns, as well as legal and
    accounting fees. CDVC depends upon capital to be derived from future financing activities
    such as subsequent offerings of our stock. There can be no assurance that CDVC will be
    successful in raising the capital the Company requires. Management believes that if
    subsequent private placements are successful, CDVC will be able to generate revenue from
    online sales of telecom services and achieve market adoption within the following twelve
    to fifteen months thereof. However, investors should be aware that this is based upon
    speculation and there can be no assurance that the Company will ever be able reach a level
    of profitability.


CDVC does not anticipate any significant research of any products.
    The Company does not expect the purchase or sale of plant or any significant equipment,
    and CDVC does not anticipate any change in the number of employees. CDVC has no current
    material commitments.


CDVC has no
    current plans, preliminary or otherwise, to merge with any other entity.


CDVC is still considered to be a development stage company, with no
    significant revenue, and CDVC will be dependent upon the raising of additional capital
    through placement of our common stock in order to continue with the business plan. There
    can be no assurance that CDVC will be successful in raising the capital it requires
    through the sale of our common stock in order to continue as a going concern.


Management
    anticipates the following steps and related expenses within the next twelve months:


1.)
    Complete the development of the website. Management has estimated
    the time frame to accomplish this to be the Third Quarter of 2008, depending on
    availability of resources, and cost approximately $20,0002.)
    In addition, CDVC plans to allocate up to approximately $29,000
    towards the initial phases of the marketing plan described herein.3.)
    CDVC has allocated $10,000 towards general administrative expenses,
    which the Company plans to direct towards any deficiencies, if any, in the estimated
    expenses to the registration statement and the completion of the website as described
    herein. Any additional funds allocated, as administrative expenses will be designated as
    working capital and used for miscellaneous corporate expenses including but not limited to
    office supplies and postage.




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


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


If and when the website is completed, over the subsequent twelve
    months, CDVC plans to allocate proceeds towards it marketing campaign directed
    specifically at building traffic "potential buyers" to
    its website. For this purpose management anticipates employing a third party who
    specializes in increasing web traffic to websites. However, even if CDVC is successful in
    developing its proposed website and contracting a third party to increase web traffic
    there can be no guarantee or assurance that individuals will buy any of the services
    listed on CDVC's website.


Additionally, management plans to develop a Company presentation
    after the website has been developed and is functional and contact various venture
    capitalists, private investment company(s), and other financial institutions. The second
    round of financing would be required after CDVC has fully developed its proposed website
    and has begun initial operations and is generating revenue. CDVC currently estimates that
    its proposed website will be fully operational by the end of the third quarter of 2008,
    depending on availability of funds.


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


Although management believes the above timeframes for the related
    business steps are conservative and can likely be accomplished by CDVC, potential
    investors should be aware that several unforeseen or unanticipated delays may impede CDVC
    from accomplishing the above-described steps such as:


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


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


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


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


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




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Results of Operations


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


REVENUESThe Company has realized revenue of $628 for the three months
    period ended March 31, 2008. The Company incurred a cost of revenue of $502, achieving a
    gross loss of $126 for the three months period ended March 31, 2008. We hope to generate
    additional revenue when we receive more contracts.
    The Company realized revenue of $1,928 for
    the six months period ended March 31, 2008. The Company incurred a cost of revenue of
    $1,412, achieving a gross profit of $516 for the six months period ended March 31, 2008.
    For the period from March 26, 2007 (date
    of inception) to March 31, 2008, the Company realized revenue of $2,728, incurred a cost
    of revenue of $2,012 and achieved a gross profit of $716.


OPERATING EXPENSESFor the three months period ended March 31, 2008, our gross profit
    was $126 and our total operating expenses were $14,012, all of which were selling, general
    and administrative expenses. Our net loss to our shareholders for the three months period
    ended March 31, 2008 was $13,886.
    For the six months period ended March 31,
    2008, our gross profit was $516 and our total operating expenses were $27,906, all of
    which were selling, general and administrative expenses. Our net loss to our shareholders
    for the six months period ended March 31, 2008 was $27,390.
    For the period from March 26, 2007 (date
    of inception) to March 31, 2008, the accumulated gross profit was $716, the total
    operating expenses was $66,905 which was all selling, general and administrative expenses
    and resulting in an accumulated net loss to our shareholders of $66,189.




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Liquidity and Capital Resources


We do not have sufficient resources to effectuate our business. As
    of March 31, 2008, we had $6,303 in cash. We expect to incur a minimum of $50,000 in
    expenses during the next twelve months of operations. We estimate that this will be
    comprised of the following expenses: $5,000 in website development; $20,000 in other
    marketing expenses. Additionally, $25,000 will be needed for general overhead expenses
    such as for salaries, corporate legal and accounting fees, office overhead and general
    working capital.As of the date of this report, the Company has closed an offering
    of its common stock. The proceeds of $4,160 received from this offering were deposited to
    the bank before March 31, 2008. These funds are now available for paying operations expenses
    anticipated future public company 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 $13,886
    for the three months ended March 31, 2008 and an accumulated net loss of $66,189 for the
    period from March 26, 2007 (inception) to March 31, 2008. These factors raise substantial
    doubt about the Company's ability to continue as a
    going concern. The Company's ability to continue as a
    going concern must be considered in light of the problems, expenses and complications
    frequently encountered in emerging markets and the competitive environment in which the
    Company operates. The Company is pursuing financing for its operations. In addition the
    Company is seeking to expand its revenue base by adding new clients to our customer base.
    Failure to secure such financing, to raise additional equity capital and to expand its
    revenue base may result in the Company depleting its available funds and not being able to
    pay its obligations. These financial statements do not include any adjustment to reflect
    the possible future effects on the recoverability and classification of assets or the
    amount sand classification of assets or the amounts and classification of liabilities that
    may result from the possible inability of the Company to continue as a going concern.




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Item 3.
    Quantitative and Qualitative Disclosures about Market Risk.


Quantitative
    and Qualitative Disclosures about Market Risk:


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


Off-Balance Sheet Arrangements:


The Company has no off-balance sheet obligations nor guarantees and
    has not historically used special purpose entities for any transactions.


Item 4.
    Controls and Procedures.


Evaluation of
    Disclosure Controls and Procedures:


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


Changes in
    Internal Controls over Financial Reporting:


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




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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 March 31, 2008.Item 5. Other
    Information.None.Item 6. Exhibits


Exhibit No.
    Description3.1
    Articles
    of Incorporation (1)3.2
    Bylaws
    (1)31.1
    Rule
    13a-14(a)/15d14(a) Certification of Bing HE (Attached Hereto)31.2
    Rule
    13a-14(a)/15d14(a) Certification of Bing HE (Attached Hereto)32.1
    Section 1350 Certifications (Attached Hereto)


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




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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: May 19, 2008


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




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EXHIBIT 31.1



Rule 13a-14(a)/15d-14(a)Certification of Chief Executive Officer and Chief Financial
    Officer of the Company
    Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    and Securities and Exchange Commission Release 34-46427I, Bing He, certify that:1. I have reviewed this quarterly report on Form 10-Q of China
    Digital Ventures Corporation;2. Based on my knowledge, this report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to make the
    statements made, in light of the circumstances under which such statements were made, not
    misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other
    financial information included in this report, fairly present in all material respects the
    financial condition, results of operations and cash flows of the registrant as of, and
    for, the periods presented in this report;4. The registrant 's other certifying officer(s) and I are
    responsible for establishing and maintaining disclosure controls and procedures (as
    defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and
    have:


(a)
    Designed such disclosure controls and procedures, or caused such
    disclosure controls and procedures to be designed under our supervision, to ensure that
    material information relating to the registrant, including its consolidated subsidiaries,
    is made known to us by others within those entities, particularly during the period in
    which this report is being prepared;(b)
    Evaluated the effectiveness of the registrant's disclosure controls
    and procedures and presented in this report our conclusions about the effectiveness of the
    disclosure controls and procedures, as of the end of the period covered by this report
    based on such evaluation; and(c)
    Disclosed in this report any change in the registrant 's internal
    control over financial reporting that occurred during the registrant 's most recent fiscal
    quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has
    materially affected, or is reasonably likely to materially affect, the small business
    issuer's internal control over financial reporting.


5. I have disclosed, based on our most recent evaluation of
    internal control over financial reporting, to the registrant 's auditors and the audit
    committee of the registrant 's board of directors (or persons performing the equivalent
    functions):


(a)
    All significant deficiencies and material weaknesses in the design
    or operation of internal control over financial reporting which are reasonably likely to
    adversely affect the registrant 's ability to record, process, summarize and report
    financial information; and(b)
    Any fraud, whether or not material, that involves management or
    other employees who have a significant role in the registrant 's internal control over
    financial reporting.


Dated: May 19,
    2008/s/ Bing
    HeBing He
    (Chief Financial Officer and Chief Executive Officer)




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EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002



In connection with the Quarterly Report of China Digital Ventures
    Corporation a Nevada corporation (the "Company") on Form 10-Q for the six months
    period ending March 31, 2008, as filed with the Securities and Exchange Commission on the
    date hereof (the "Report"), Bing He, Chief Executive Officer and Chief Financial
    Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. ss.
    1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:


(1)
    The Report fully complies with the requirements of Section 13(a) or
    15(d) of the Securities Exchange Act of 1934; and(2)
    The information contained in the Report fairly presents, in all
    material respects, the financial condition and result of operations of the Company.




A signed original of this written statement required by Section 906
    has been provided to China Digital Ventures Corporation, and will be retained by Asiarim
    Corporation and furnished to the Securities and Exchange Commission or its staff upon
    request.Dated: May 19, 2008/s/ Bing HeBing He
    (Chief Financial Officer and Chief Executive Officer)




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