SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HE Bin

(Last) (First) (Middle)
RM 1001, NO.10 BUILDING, YUMIN VILLAGE
HEPING ROAD, LUOHU DISTRICT

(Street)
SHENZHEN F4 0000

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CHINA DIGITAL VENTURES CORP [ cdvv ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Treasurer and CFO
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/26/2009 J/K 8,700,000 D $0(1) 0 D
Common Stock 05/26/2009 J/K 5,457,000 A $0(2) 5,457,000(3) I Shares held by Wireless One International Limited
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On May 26, 2009, Wireless One International Limited entered into a SP Agreement with Mr. Bin He to purchase 8,700,000 shares of China Digital Ventures Corporation from Mr. He and In consideration issued 2,600 shares in Wireless One International Limited to Mr. He.
2. On May 26, 2009, Wireless One International Limited entered into a S&P Agreement with China Digital Ventures Corporation to sell 79% interests in a company, namely China Integrated Media Group Corporation, and in consideration received 2,000,000 shares of China Digital Ventures Corporation.
3. On closing of both transactions above, Wireless One International Limited held an aggregate total of 10,700,000 (approx. 70.27%) of the issued shares of China Digital Ventures Corporation. Thus, Mr. Bin He has 51% ownership of Wireless One International Limited, as a result Mr. He indirectly holds 5,457,000 shares of China Digital Ventures Corporation.
Bin He 06/04/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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