Unassociated Document

0001144204-07-037971.txt : 20070724 0001144204-07-037971.hdr.sgml : 20070724 20070724134552 ACCESSION NUMBER: 0001144204-07-037971 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070717 ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070724 DATE AS OF CHANGE: 20070724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA DIGITAL COMMUNICATION GROUP CENTRAL INDEX KEY: 0001144320 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 912132336 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49715 FILM NUMBER: 07995711 BUSINESS ADDRESS: STREET 1: 2/F N WONDIAL BUILDING, KEJI SOUTH 6 RD STREET 2: SHENZHEN HIGHTECH INDUSTRIAL PARK CITY: SHENZHEN STATE: F4 ZIP: 518001 BUSINESS PHONE: 86-755-38252698 MAIL ADDRESS: STREET 1: 2/F N WONDIAL BUILDING, KEJI SOUTH 6 RD STREET 2: SHENZHEN HIGHTECH INDUSTRIAL PARK CITY: SHENZHEN STATE: F4 ZIP: 518001 FORMER COMPANY: FORMER CONFORMED NAME: JASMINES GARDEN DATE OF NAME CHANGE: 20010705 8-K 1 v080787.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 17, 2007

CHINA DIGITAL COMMUNICATION GROUP

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Nevada	000-49715	91-2132336
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employee Identification No.)

A-3. Xinglian Industrial Zone. He Hua Ling Pingxin Road. Xin Nan. Ping Hua Town. Longgang. Shenzhen China	51811
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

86-755-2698-3767

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 4.02

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report.

On July 23, 2007, the Company concluded, based on the recommendation of its independent auditors, Lichter, Yu & Associates, to restate previously-issued financial statements included in the Company’s Annual Report on Form 10-K for fiscal year ended December 31, 2004.

The financial statements for the fiscal year ended December 31, 2004 will be restated to correct the effects of an error made in the December 31, 2004 financial statements. The error relates to the incorrect decision not to do purchase price allocation and assignment of value to intangible assets for the acquisition of Billion Electronics Co., Ltd. on November 14, 2004. Based upon new information and communication with the Securities and Exchange Commission, our independent auditors, have concluded that the Company was required to do purchase price allocation and assign value to intangible asset for the acquisition of Billion Electronics Co., Ltd. on November 15, 2004.

The Company will be amending the appropriate filings with the Securities and Exchange Commission to include restated financial statements correcting this error. The financial statements for the fiscal year ended December 31, 2004 should no longer be relied upon. The Company will restate its financial statements filed on Form 10-KSB for the fiscal year ended December 31, 2004 and the Company plans to file an amended Form 10-KSB for the period ended December 31, 2004.

The executive officers of the company discussed with the Company’s independent auditors the matters disclosed in this Item 4.02 of the Form 8-K.

Item 9.01

Financial Statement And Exhibits.

(a)	Financial Statements of Business Acquired.

Letter from independent auditor, Lichter, Yu & Associates dated July 23, 2007

(b)	Pro Forma Financial Information.

None

(c)

Exhibits.

Letter from independent auditor, Lichter, Yu & Associates dated July 23, 2007

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHINA DIGITAL COMMUNICATION GROUP

Dated: July 24, 2007	By:	/s/ Zhongan Xu
		ZHONGAN XU Chief Executive Officer

EX-10.1 2 v080787_ex10-1.htm Unassociated Document

China Digital Communication Group

A-3. Xinglian Industrial Zone.

He Hua Ling Pingxin Road. Xin Nan. Ping Hua

Town. Longgang. Shenzhen China 51811

As you know, our firm audited the financial statements of China Digital Communication Group (the “Company”) for the year ended December 31, 2004 (the “2004 Annual Financial Statements”) and reviewed the Company’s financial statements for the quarters ended March 31, 2005, June 30, 2005 and September 30, 2005 (the “2005 Quarter Reports”).

Based upon new information and communication with the SEC, we have concluded that the Company was required to do purchase price allocation and assign value to intangible asset for the acquisition of Billion Electronics Co., Ltd. on November 15, 2004.

Accordingly, this is to advise you that appropriate disclosure should be made to all appropriate parties, including in a Current Report on Form 8-K, to prevent reliance on our previously issued audit report with respect to the 2004 Annual Financial Statements.

/s/ Lichter, Yu & Associates

Lichter, Yu & Associates

July 23, 2007