CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2006

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2006

(UNAUDITED)

TABLE OF CONTENTS

Unaudited Condensed Consolidated Balance Sheet (Restated)			2

Unaudited Condensed Consolidated Statements of Income (Restated)			3

Unaudited Condensed Consolidated Statements of Cash Flow (Restated)			4

Notes to unaudited Condensed Consolidated Financial Statements			5

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (UNAUDITED)
SEPTEMBER 30, 2006
(RESTATED)

ASSETS

Current Assets
Cash and cash equivalents	$	1,160,521
Accounts receivable, net		5,423,129
Inventory		262,327
Other receivables		80,326
Total Current Assets		6,926,303

Property & Equipment, net		634,924

Other Assets
Deposits		515,408
Amortizable intangible assets, net		2,704,930
Goodwill		12,141,502
Total Other Assets		15,361,840

Total Assets	$	22,923,067

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Loan Payable	$	253,200
Accounts payable and accrued expenses		2,080,915
Income tax payable		1,841
Loan payable to related party		174,600
Advances		65,832
Deferred revenue		1,993
Total Current Liabilities		2,578,381

Stockholders’ Equity
Common stock, $.001 par value, 140,000,000
shares authorized, 54,460,626 issued and outstanding		54,460
Preferred stock, $.001 par value, 7,575,757
shares authorized, 7,575,757, issued and outstanding		7,576
Additional paid in capital		16,887,627
Statutory reserve		298,443
Other comprehensive income		308,756
Retained earnings		2,787,824
Total Stockholders’ Equity		20,344,686

Total Liabilities and Stockholders’ Equity	$	22,923,067

The accompanying notes are an integral part of these unaudited consolidated financial statements

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(RESTATED)

	Three Month Periods Ended						Nine Month Periods Ended
	September 30, 2006			September 30, 2005			September 30, 2006			September 30, 2005

Sales, net	$	4,031,596		$	3,405,238		$	10,242,953		$	9,629,077

Cost of sales		2,364,632			2,420,281			6,693,359			6,831,419
Gross profit		1,666,965			984,957			3,549,594			2,797,658

Selling expense		36,813			10,487			52,598			44,520
General and administrative expenses		334,718			244,348			999,495			714,527
Total operating expenses		371,531			254,835			1,052,093			759,047

Income from operations		1,295,434			730,122			2,497,501			2,038,611

Other (Income) Expense
Interest income		(8,512	)		(972	)		(19,109	)		(2,666	)
Miscellaneous expense (income)		(630	)		15,052			(362	)		10,629
Interest expense		69,636			8,421			164,962			22,972
Total Other Expense		60,494			22,501			145,491			30,935

Income before income taxes		1,234,940			707,621			2,352,010			2,007,676

Provision for income taxes		210			42,362			72,849			113,103

Net income		1,234,730			665,259			2,279,161			1,894,573

Other comprehensive income
Foreign currency translation		15,282			86,857			247,074			38,971

Comprehensive Income	$	1,250,012		$	752,116		$	2,526,235		$	1,933,544

Net income per share:
Basic & diluted	$	0.02		$	0.01		$	0.04		$	0.03

Weighted average number of shares outstanding:
Basic & diluted		54,460,626			54,460,626			54,460,626			54,460,626

Weighted average number of shares for dilutive securities has not been taken since the effect of dilutive securities is anti-dilutive

The accompanying notes are an integral part of these unaudited consolidated financial statements

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2006 AND 2005
(RESTATED)

	2006			2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	2,279,161		$	1,894,573
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation		139,505			59,292
Amortization		249,686			249,686
Gain on disposal of property & equipment		-			19,166
(Increase) / decrease in assets:
Accounts receivables		(472,045	)		(74,556	)
Inventory		87,451			91,707
Other receivables		268,398			(48,416	)
Prepaid expense		131,285			8,638
Deposits		(505,052	)		(100,444	)
Increase / (decrease) in current liabilities:
Accounts payable and accrued expenses		(794,988	)		360,635
Income tax payable		(54,950	)		(469,116	)
Deferred revenue		(79,723	)		-


Total adjustments		(1,030,434	)		96,592

Net cash provided by operations		1,248,727			1,991,165

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of subsidiary		(3,000,000	)		-
Cash acquired in acquisition		708,002			-
Acquisition of property & equipment		(22,651	)		(311,336	)

Net cash used in investing activities		(2,314,649	)		(311,336	)

CASH FLOWS FROM FINANCING ACTIVITIES
Payment on loan payable		(3,000,000	)		-
Proceed from loan payable		3,000,000			-

Net cash provided by financing activities		-			-

Effect of exchange rate changes on cash and cash equivalents		165,230			38,576

Net increase/(decrease) in cash and cash equivalents		(900,692	)		1,718,405

Cash and cash equivalents, beginning balance		2,061,213			437,126

Cash and cash equivalents, ending balance	$	1,160,521		$	2,155,531

SUPPLEMENTAL DISCLOSURES:

Cash paid during the year for:

Income tax payments	$	56,902		$	164,091

Interest payments	$	37,754		$	22,972

Non-cash investing and financing activities:

Issuance of preferred stock for purchase of business	$	7,576		$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note A - ORGANIZATION

China Digital Communication Group (the “Company”) was incorporated under the laws of the State of Nevada on March 27, 2001. On September 30, 2004, the Company entered into an Exchange Agreement with Billion Electronics Co., Ltd. (Billion). Billion owns all of the issued and outstanding shares of Shenzhen E’Jenie Science and Technology Company, Limited (E’Jenie). Billion, was incorporated under the laws of the British Virgin Islands on July 27, 2004. Shenzhen E’Jenie Science & Technology Company Limited, was legally established on July 8, 2002 under the laws of the Peoples’ Republic of China (PRC). On June 28, 2006, the Company finalized an Exchange Agreement with Galaxy View International, Ltd (Galaxy View). Galaxy View owns all of the issued and outstanding shares of Shenzhen Sono Digital Technologies Company Limited (Sono). Galaxy View was incorporated under the laws of the British Virgin Islands on August 22, 2005. Sono was legally established on May 29, 2001 under the laws of the Peoples’ Republic of China. When used in these notes, the terms “Company,” “we,” “our,” or “us” mean China Digital Communication Group and its Subsidiaries.

On September 30, 2004, the Company entered into an Exchange Agreement with Billion. Pursuant to the Exchange Agreement, the Company agreed to purchase all of the issued and outstanding shares of Billion for approximately $1,500,000 in cash and 4,566,210 shares of the Company’s common stock, or approximately 8.7% of the total issued and outstanding shares.

On June 28, 2006, the Company finalized an Exchnage Agreement with Galaxy View International Ltd., the Company and the shareholders of Galaxy View (the “Shareholders”). Pursuant to the Exchange Agreement, the Company acquired 100% of Galaxy View in a cash and stock transaction valued at approximately $6,787,879. Under the terms of the Agreement, the Company will pay to the Shareholders $3,000,000 million in cash and deliver 7,575,757 unregistered shares of China Digital preferred stock valued at approximately $3,787,879.

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Information

The accompanying unaudited consolidated financial statements have been prepared by China Digital Communication Group, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) Form 10-QSB and Item 310 of Regulation S-B, and generally accepted accounting principles for interim financial reporting. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-KSB. The results of the nine months ended September 30, 2006 are not necessarily indicative of the results to be expected for the full year ending December 31, 2006.

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis of Consolidation

The consolidated financial statements include the accounts of China Digital Communication Group and its wholly owned subsidiaries Billion, E’Jenie, Galaxy View and Sono , collectively referred to within as the Company. All material intercompany accounts, transactions and profits have been eliminated in consolidation.

Revenue Recognition

The Company’s revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectibility is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

The payment term for Sono is as follows; 30% of the invoice is due when the order is shipped and 60% of the invoice is within six months. The clients have another six month to pay for the remaining balance depending on their credit.

Risks and Uncertainties

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

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.

Exchange Gain (Loss):

During the nine month period ended September 30, 2006, the transactions of E’Jenie and Sono were denominated in foreign currency and were recorded in Chinese Yuan Renminbi (CNY) at the rates of exchange in effect when the transactions occur. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled.

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Translation Adjustment

As of September 30, 2006, the accounts of E’Jenie and Sono were maintained, and its financial statements were expressed, in Chinese Yuan Renminbi (CNY). Such financial statements were translated into U.S. Dollars (USD) in accordance with Statement of Financial Accounts Standards (“SFAS”) No. 52, “Foreign Currency Translation,” with the CNY as the functional currency. According to the Statement, all assets and liabilities were translated at the current exchange rate, stockholder’s equity are translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with SFAS No. 130, “Reporting Comprehensive Income” as a component of shareholders’ equity. Transaction gains and losses are reflected in the income statement.

Allowance for Doubtful Accounts

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Allowance for doubtful debts amounted to $155,581 as of September 30, 2006.

Inventory

Inventories are valued at the lower of cost (determined on a weighted average basis) or market. The Management compares the cost of inventories with the market value and allowance is made for writing down their inventories to market value, if lower. As of September 30, 2006, inventory consisted of raw material, work in progress and finished goods as follows:

Inventory
Raw Material	$	87,486
Work-in-process		29,089
Finished goods		145,753

	$	262,327

Basic and Diluted Earnings Per Share

Earnings per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), “Earnings per share”. SFAS No. 128 superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Recent accounting pronouncements

In February 2006, FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”. SFAS No. 155 amends SFAS No 133, “Accounting for Derivative Instruments and Hedging Activities”, and SFAF No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities”. SFAS No. 155, permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interest in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives, and amends SFAS No. 140 to eliminate the prohibition on the qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This statement is effective for all financial instruments acquired or issued after the beginning of the Company’s first fiscal year that begins after September 15, 2006.

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In March 2006 FASB issued SFAS 156 ‘Accounting for Servicing of Financial Assets’ this Statement amends FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, with respect to the accounting for separately recognized servicing assets and servicing liabilities. This Statement:

Requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract.

Requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable.

Permits an entity to choose ‘Amortization method’ or Fair value measurement method’ for each class of separately recognized servicing assets and servicing liabilities:

At its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under Statement 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value.

Requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities.

This Statement is effective as of the beginning of the Company’s first fiscal year that begins after September 15, 2006. Management believes that this statement will not have a significant impact on the consolidated financial statements.

In September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management is currently evaluating the effect of this pronouncement on financial statements.

In September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R)’ This Statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This Statement also improves financial reporting by requiring an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. An employer with publicly traded equity securities is required to initially recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after December 15, 2006. An employer without publicly traded equity securities is required to recognize the funded status of a defined benefit postretirement plan and to provide the required disclosures as of the end of the fiscal year ending after June 15, 2007. However, an employer without publicly traded equity securities is required to disclose the following information in the notes to financial statements for a fiscal year ending after December 15, 2006, but before June 16, 2007, unless it has applied the recognition provisions of this Statement in preparing those financial statements:

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

A brief description of the provisions of this Statement

The date that adoption is required

The date the employer plans to adopt the recognition provisions of this Statement, if earlier.

The requirement to measure plan assets and benefit obligations as of the date of the employer’s fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The management is currently evaluating the effect of this pronouncement on financial statements.

In February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific requirements outlined in the new Statement. Therefore, calendar-year companies may be able to adopt FAS 159 for their first quarter 2007 financial statements.

The new Statement allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value that are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item’s fair value in subsequent reporting periods must be recognized in current earnings. FAS 159 also establishes presentation and disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and liabilities. The management is currently evaluating the effect of this pronouncement on financial statements.

Note C - GOODWILL AND INTANGIBLE ASSETS (RESTATED)

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of the Company’s acquisitions of interests in its subsidiaries. Under Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets (“SFAS 142”),” goodwill is no longer amortized, but tested for impairment upon first adoption and annually, thereafter, or more frequently if events or changes in circumstances indicate that it might be impaired. The Company assesses goodwill for impairment periodically in accordance with SFAS 142.

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As of September 30, 2006, the Goodwill comprised of the following:

Goodwill

Balance as of 12/31/03	$	-
Acquisition of Billion		8,253,436

Balance as of 12/31/04		8,253,436
Impairment of Billion in 2005		(1,213,843	)

Balance as of 12/31/05		7,039,593
Acquisition of Galaxy View in 2006		5,101,909
-

Balance as of 9/30/06	$	12,141,502

Intagible Assets

The Company applies the criteria specified in SFAS No. 141, “Business Combinations” to determine whether an intangible asset should be recognized separately from goodwill. Intangible assets acquired through business acquisitions are recognized as assets separate from goodwill if they satisfy either the “contractual-legal” or “separability” criterion. Per SFAS 142, intangible assets with definite lives are amortized over their estimated useful life and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets.” Intangible assets, such as purchased technology, trademark, customer list, user base and non-compete agreements, arising from the acquisitions of subsidiaries and variable interest entities are recognized and measured at fair value upon acquisition. Intangible assets are amortized over their estimated useful lives from one to ten years. The Company reviews the amortization methods and estimated useful lives of intangible assets at least annually or when events or changes in circumstances indicate that it might be impaired. The recoverability of an intangible asset to be held and used is evaluated by comparing the carrying amount of the intangible asset to its future net undiscounted cash flows. If the intangible asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the intangible asset exceeds the fair value of the intangible asset, calculated using a discounted future cash flow analysis. The Company uses estimates and judgments in its impairment tests, and if different estimates or judgments had been utilized, the timing or the amount of the impairment charges could be different.

Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144. SFAS 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. Based on its review, the Company believes that, as of September 30, 2006 there were no significant impairments of its long-lived assets.

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

As of September 30, 2006 intangible assets consist of the following:

Customer relationship	$	2,691,445
Design		366,850
Proprietary technology		270,850
Intangible assets		3,329,145

Accumulated amortization		(624,215	)

	$	2,704,930

The intangible assets are amortized over 10 years. Amortization expenses were $249,686 for the nine months ended September 30, 2006 and 2005, respectively.

Amortization expenses for the Company’s intangible assets over the next five fiscal years is estimated to be:

2007	$	332,915
2008		332,915
2009		332,915
2010		332,915
2011,		332,915
After		1,040,355
Total	$	2,704,930

Note D - PROPERTY, PLANT & EQUIPMENT

Property, plant & equipment consist of the following at September 30, 2006:

Machinery	$	772,855
Leasehold improvement		4,125
Automobile		9,731
Office equipment		82,624

		869,335

Accumulated depreciation		(234,412	)

	$	634,924

Note E - LOAN PAYABLE (RESTATED)

As of September 30, 2006, the Company has an unsecured, due on demand, non interest-bearing loan payable in the amount of $253,200 to a third party

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note F - ACCOUNTS PAYABLE & ACCRUED EXPENSES (RESTATED)

As of September 30, 2006, accounts payable & accrued expenses comprised of the following:

Accounts payable and accrued expenses	$	1,824,292
Accrued interest		127,208
VAT payable		129,415

Total	$	2,080,915

Note G - RELATED PARTY TRANSACTIONS

As of September 30, 2006, the Company has an unsecured, due on demand, interest free loan from a shareholder, in the amount of $174,600.

Note H - INCOME TAXES

The Company through its subsidiaries, E’Jenie and Sono, is governed by the Income Tax Laws of the PRC. Operations in the United States of America have incurred net accumulated operating losses for income tax purposes. The Company believes that it is more likely than not that these net accumulated operating losses will not be utilized in the future and hence the Company has not recorded any deferred assets as of September 30, 2006.

Pursuant to the PRC Income Tax Laws, the Enterprise Income Tax (“EIT”) is at a statutory rate of 33%, which is comprises of 30% national income tax and 3% local income tax. E’Jenie qualified as a new technology enterprise and under PRC Income Tax Laws, is subject to a preferential tax rate of 15%. Sono is a Foreign Investment Enterprise and under PRC Income Tax Laws, they are entitled to either a three-year tax exemption followed by three years with a 50% reduction in the tax rate, commencing the first operating year, or a two-year tax exemption followed by three years with a 50% reduction in the tax rate, commencing the first profitable year.

Income tax provision for the nine months ended September 30, 2006:


Provision for PRC Income and local taxes	$	72,849

U.S Statutory rates		34	%
Foreign income not recognized in USA		(34	%)
PRC income tax		15	%

Note I - COMMITTMENTS

Operating Leases

The Company leases various office facilities under operating leases that terminate on various dates. Rental expense for these leases consisted of approximately $77,290 for the nine month period ended September 30, 2006. The Company has future minimum lease obligations as follows:

2006	$	6,794

Total	$	6,794

Note J - STOCK OPTION (RESTATED)

On November 4, 2005, the Company issued a nonqualified stock option for 100,000 shares to a member of the board with an exercise price of $0.53 that will expire on November 3, 2010. The option vested and became exercisable immediately.

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The Company’s 2005 Stock Option Incentive Plan (the “Plan”) provides for the grant of 100,000 option rights to a non-employee director. The Plan is administered by the Company’s Compensation Committee (“Compensation Committee”). The Compensation Committee, as administrator of the plan, has the authority to select plan participants and determine the terms and conditions of such awards.

Risk-free interest rate	4.00	%
Expected life of the options	5 year
Expected volatility	58.0	%
Expected dividend yield	0	%

On March 20, 2006, the Company issued a non-incentive stock option for 150,000 shares to a consultant with an exercise price of $0.702 that will expire on March 19, 2009. The option vested and became exercisable on May 1, 2006.

Risk-free interest rate	4.77	%
Expected life of the options	3 year
Expected volatility	126.76	%
Expected dividend yield	0	%

Options outstanding at September 30, 2006 and related weighted average price and intrinsic value is as follows:

Exercise Prices	Total Options Outstanding		Weighted Average Remaining Life (Years)		Total Weighted Average Exercise Price	Options Exercisable		Weighted Average Exercise Price	Aggegrate Intrinsic Value

$0.530		100,000		0.85	$0.530		100,000	$0.530		-
$0.702		150,000		0.83	$0.702		150,000	$0.702		-

Note K - ACQUISTION AGREEMENTS

On February 14, 2006, China Digital Communication Group, UPE Limited (Far East), a BVI corporation (“UPE Limited”), Shenzhen Zhuo Tong Power Supply Industry Co., Ltd., a Shenzhen corporation and a wholly-owned subsidiary of UPE Limited (“Zhuo Tong”), and the shareholders of UPE Limited (the “Shareholders”), entered into a Share Exchange Agreement (the “Agreement”) pursuant to which China Digital will acquire 100% of UPE Limited in an all stock transaction valued at approximately US$9.6 million. China Digital issued 18.5 million shares of its common stock to the Shareholders in exchange for all of the shares UPE Limited (the “Share Exchange”). Upon completion of the Share Exchange, the Shareholders will own approximately 25% of China Digital.

On June 26, 2006, the Company issued a press release announcing that it had terminated its Share Exchange Agreement dated February 14, 2006 (the “Agreement”), with UPE Limited (Far East), a BVI corporation (UPE Limited”), Shenzhen Zhuo Tong Power Supply Industry Co., Ltd., a Shenzhen corporation and a wholly-owned subsidiary of UPE Limited, and the shareholders of UPE Limited (the “Shareholders”). As a result of the termination of the Agreement, the Shareholders returned, and the Company cancelled, the 18.5 million shares of the Company’s common stock that were previously issued to the Shareholders.

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

On March 22, 2006, China Digital Communication Group, Galaxy View International LTD, a BVI corporation (“Galaxy”), Shenzhen Sono, a Shenzhen corporation and a wholly-owned subsidiary of Galaxy (“Sono”), and the shareholders of Galaxy (the “Shareholders”), entered into a Share Exchange Agreement (the “Agreement”) pursuant to which China Digital will acquire 100% of Galaxy for approximately $6,787,879. China Digital paid $3 million dollars on March 12, 2006 to Galaxy and issued 7,575,757 million shares of Series A-1 Convertible Preferred Stock . The Company finalized the Agreement on June 28, 2006. Each share of Series A-1 Preferred Stock entitles the holder thereof to seven votes per share on all matters to be voted on by the shareholders of the Company and is mandatorily convertible into one share of the Company’s common stock on June 29, 2011. Each share of Series A-1 Preferred Stock shall, with respect to rights on liquidation, dissolution or winding up, rank (i) on a parity with the Company’s common stock, and (ii) junior to any other class of the Company’s preferred stock.

Note L - STOCK EXCHANGE AGREEMENTS

Galaxy View

On June 28, 2006 the Company completed the purchase of Galaxy View, which owns all of the issued and outstanding shares of Sono. By acquiring all of the outstanding capital stock of Galaxy View and Sono in exchange for $3,000,000 and 7,575,757 shares of the Company’s Series A-1 Convertible Preferred Stock. The acquisition was accounted for using the purchase method of accounting and, accordingly, Galaxy View’s and Sono’s results of operations have been included in the consolidated financial statements since the date of acquisition. The shares, valued at $3,787,879, were issued in July 2006.

The following table presents the allocation of the acquisition cost, including professional fees and other related acquisition costs, to the assets acquired and liabilities assumed:

Cash and cash equivalents	$	701,169
Accounts receivable		2,648,929
Other receivable		337,825
Prepaid		701
Property, plant, and equipment		54,041
Total assets		3,742,665

Accounts payable	$	1,991,591
Deferred revenue		65,104
Total liabilities		2,056,695

Total acquisition cost	$	1,685,970

Cost
Total cost of investment	$	6,787,879

Total Acquisition cost		1,685,970

Goodwill	$	5,101,909

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The following (unaudited) pro forma consolidated results of operations have been prepared as if the acquisition of Galaxy View had occurred at January 1, 2006 and 2005:

	Nine Months Ended		Nine Months Ended
	September 30, 2006		September 30, 2005

Sales	$	12,822,233	$	13,497,255

Net income	$	3,648,248	$	3,702,993

Net income per share - basic	$	0.07	$	0.07

Net income per share - diluted	$	0.07	$	0.07

The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time, nor is it intended to be a projection of future results.

Note M - STATUTORY COMMON WELFARE FUND

As stipulated by the Company Law of the People’s Republic of China (PRC), net income after taxation can only be distributed as dividends after appropriation has been made for the following:

Making up cumulative prior years’ losses, if any;

ii.

Allocations to the “Statutory surplus reserve” of at least 10% of income after tax, as determined under PRC accounting rules and regulations, until the fund amounts to 50% of the Company’s registered capital;

iii.

Allocations of 5-10% of income after tax, as determined under PRC accounting rules and regulations, to the Company’s “Statutory common welfare fund”, which is established for the purpose of providing employee facilities and other collective benefits to the Company’s employees; and

iv.

Allocations to the discretionary surplus reserve, if approved in the stockholders’ general meeting.

The Company established a reserve for the annual contribution of 5% of net income to the welfare fund in 2005. The amount included in the statutory reserve for the nine month period ended September 30, 2006 amounted to $64,198.

Note N - STATUTORY RESERVE

In accordance with the Chinese Company Law, the company has allocated 10% of its annual net income, amounting $128,396 as statutory reserve for the nine month period ended September 30, 2006.

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note O - OTHER COMPREHENSIVE INCOME (RESTATED)

Balances of related after-tax components comprising accumulated other comprehensive income (loss), included in stockholders’ equity, at December 31, 2005 and September 30, 2006 are as follows:

	Foreign Currency Translation Adjustment
Balance at December 31, 2005	$	61,682
Change for 2006		247,074

Balance at September 30, 2006	$	308,756

Note P - SEGMENT REPORTING

The Company has two principal operating segments which are: battery components manufacturer and supplier of 3G telecommunications equipment, and supplier of hi-tech telecommunication equipment to the telecommunications industry. These operating segments were determined based on the nature of the products offered. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company’s chief executive officer and chief financial officer have been identified as the chief operating decision makers. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability, cash flows, and other measurement factors of each respective segment.

The Company has determined that battery components manufacturer and supplier of 3G telecommunications equipment, and supplier of hi-tech telecommunication equipment to the telecommunications industry are reportable segments as they meet the quantitative thresholds under Financial Accounting Standards Board Statement No. 131 (Disclosures about Segments of an Enterprise and Related Information).

The Company evaluates performance based on several factors, of which the primary financial measure is business segment income before taxes. The segments’ accounting policies are the same as those described in the summary of significant accounting policies. The following table shows the operations of the Company’s reportable segments:

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Information about operations by operating segment for the three and nine months ended September 30, 2006 is as follows:

Three months ended September 2006	Battery		Hi-Tech
	Component		Telecommunication		U.S			Total

Revenues	$	2,215,683	$	1,815,913	$	-		$	4,031,596

Intersegment sales		-		-		-			-

Income (loss) before taxes		565,775		955,065		(285,900	)		1,234,940

Depreciation and amortization		44,108		3,380		-			47,488

Interest expense		11,412		-		58,224			69,636

Interest income		6,687		1,825		-			8,512

Nine months ended September 2006		Battery		Hi-Tech
		Component		Telecommunication		U.S			Total

Revenues	$	8,427,040	$	1,815,913	$	-		$	10,242,953

Intersegment sales		-		-		-			-

Income (loss) before taxes		2,268,947		955,065		(872,002	)		2,352,010
-
Total assets (1)		4,002,326		4,050,969		14,869,772			22,923,067

Property additions (2)		22,586		-		-			22,586

Depreciation and amortization		136,125		3,380		-			139,505

Interest expense		37,754		-		127,208			164,962

Interest income		17,284		1,825		-			19,109

The Company only had one reportable segement for the year ended September 30, 2005.

(1) Total business assets are the owned or allocated assets used by each business. Corporate assets consist of cash and cash equivalents, unallocated fixed assets of support divisions and common facilities, and certain other assets.

(2) Corporate property additions and depreciation and amortization expense include items attributable to the unallocated fixed assets of support divisions and common facilities.

Also, because all of the Company’s sales are derived from the sales of products in China, all long-lived assets are located in China.

Note Q - RESTATEMENTS

Subsequent to the issuance of the Company’s financial statements for the year ended December 31, 2004, the Company determined that certain transactions and presentation in the financial statements had not been accounted for properly in the Company’s financial statements. Specifically, the purchase price allocation for the acquisition of Billion Electronics Co. Ltd., was not done properly. Also, the acquisition balance sheet for Billion Electronics Co. Ltd., was taken as of September 30, 2004 instead of November 15, 2004. The Company decided to restate the financial statements for the year ended December 31, 2004 which resulted in a change in the opening numbers for the nine months ended September 30, 2006. The financial statements for the nine months ended September 30, 2006 have been restated to give effect to the changes to the opening balances.

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

The effect of the restatement is as follows:

	Reported		Restated
	2006		2006

Amortizable intangible assets, net	$	-	$	2,704,930
Goodwill		6,966,976		12,141,502
Total Other Assets		7,482,384		15,361,840
Total Assets		15,043,611		22,923,067

Loan payable		-		253,200
Accounts payable and accrued expenses		2,564,512		2,080,915
Income tax payable		46,341		1,841
Total Current Liabilities		2,853,278		2,578,381

Additional paid in capital		6,693,417		16,887,627
Statutory reserve		302,199		298,443
Other comprehensive income		128,360		308,756
Accumulated deficit		5,004,320		2,787,824
Total Stockholders' Equity		12,190,333		20,344,686
Total Liabilities and Stockholders' Equity	$	15,043,611	$	22,923,067

CONSOLIDATED STATEMENTS OF INCOME

	Three Month Periods Ended					Nine Month Periods Ended

	Reported			Restated		Reported		Restated
	9/30/06			9/30/06		9/30/06		9/30/06
General and administrative expenses	$	251,488		$	334,718	$	749,809	$	999,495
Total operating expenses		288,301			371,531		802,407		1,052,093
Loss from operations		1,378,664			1,295,434		2,747,188		2,497,501
Income (loss) before income taxes		1,318,170			1,234,940		2,601,697		2,352,010
Net income (loss)		1,317,960			1,234,730		2,528,848		2,279,161
Foreign currency translation		(163,261	)		15,282		16,676		247,074
Comprehensive Income (Loss)		1,154,699			1,250,012		2,545,524		2,526,235
Net income (loss) per share:
Basic and diluted	$	0.02		$	0.02	$	0.05	$	0.04

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Month Periods Ended				Nine Month Periods Ended

	Reported		Restated		Reported		Restated
	9/30/05		9/30/05		9/30/05		9/30/05
General and administrative expenses		161,119		244,348		434,816		714,527
Total operating expenses		171,606		254,835		479,336		759,047
Loss from operations		813,351		730,122		2,318,322		2,038,611
Income (loss) before income taxes		790,850		707,621		2,287,387		2,007,676
Provision for income taxes		42,362		42,362		112,303		113,103
Net income (loss)		748,488		665,259		2,175,084		1,894,573
Foreign currency translation		65,915		86,857		71,075		38,971
Comprehensive Income		814,403		752,116		2,246,159		1,933,544
Net income (loss) per share:
Basic and diluted	$	0.01	$	0.01	$	0.04	$	0.03

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	FOR THE NINE MONTH PERIODS ENDED SEPTEMBER 30

	2006			2006			2005			2005
CASH FLOWS FROM OPERATING ACTIVITIES	(Reported)			(Restated)			(Reported)			(Restated)

Net income	$	2,528,848		$	2,279,161		$	2,175,084		$	1,894,573
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization					249,686						249,686
Accounts receivables		(472,045	)		(472,045	)		(121,044	)		(74,556	)
Inventory		87,451			87,451			89,715			91,707
Other receivables		268,398			268,398			(49,547	)		(48,416	)
Deposits		(505,052	)		(505,052	)		(93,670	)		(100,444	)
Increase / (decrease) in current liabilities:
Accounts payable and accrued expenses		(545,029	)		(794,988	)		(48,463	)		360,635
Income tax payable		(54,950	)		(54,950	)		(49,139	)		(469,116	)
Deferred revenue		(79,723	)		(79,723	)		(16,030	)
Total adjustments		(1,030,161	)		(1,030,434	)		(210,384	)		96,592
Net cash provided by operations		1,498,687			1,248,727			1,964,700			1,991,165
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property & equipment		(22,651	)		(22,651	)		(316,760	)		(311,336	)
Net cash used in investing activities		(2,314,649	)		(2,314,649	)		(316,760	)		(311,336	)
CASH FLOWS FROM FINANCING ACTIVITIES
Payment on loan payable		(3,249,960	)		(3,000,000	)		(2,120	)		-
Net cash provided by financing activities		(249,960	)		-			(2,120	)		-
Effect of exchange rate changes on cash and cash equivalents	$	165,230		$	165,230		$	72,585		$	38,576

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

ASSETS

	Original						Restated
	9/30/06			Adjustments			9/30/06
Current Assets
Cash and cash equivalents	$	1,160,521					$	1,160,521
Accounts receivable, net		5,423,129			-			5,423,129
Inventory		262,327			-			262,327
Other receivables		80,326			-			80,326
Total Current Assets		6,926,303						6,926,303


Fixed Assets, net		634,924			-			634,924

Total Fixed Assets		634,924						634,924

Other Assets
Deposits		515,408			-			515,408
Amortizable intangible assets, net		-	1,2		2,704,930			2,704,930
Goodwill		6,966,976	1		5,174,526			12,141,502

Total Other Assets		7,482,384						15,361,840

Total Assets	$	15,043,611					$	22,923,067


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued expenses	$	2,564,512	1		(483,597	)	$	2,080,915
Deferred revenue		1,993.00						1,993
Advances		65,832.00						65,832
Tax payable		46,341.00	1		(44,500	)		1,841
Loan payable - related party		174,600.00			-			174,600
Current portion, debt		-	1		253,200			253,200

Total Current Liabilities		2,853,278						2,578,381


Stockholders' Equity

Common stock		54,461.00	1.00		(1	)		54,460.00
Preferred stock		7,576.00						7,576.00
Additional paid in capital		6,693,417.00	1.00		10,194,210			16,887,627.00
Statutory reserve		302,199.00	1,3		(3,756	)		298,443.00
Other comprehensive income		128,360.00	1.00		180,396			308,756.00
Retained earnings (deficit)		5,004,320	1,2,3		(2,216,496	)		2,787,824

Total Stockholders' Equity		12,190,333						20,344,686

Total Liabilities and Stockholders' Equity	$	15,043,611					$	22,923,067

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


	Original						Restated
	9/30/06				Adjustments		9/30/06

Sales, net	$	10,242,953				-	$	10,242,953

Cost of sales		6,693,358				-		6,693,358

Gross profit		3,549,595						3,549,595

Selling expense		52,598				-		52,598
General and administrative expenses		749,809		2		249,686		999,495

Income (loss) from operations		2,747,188				249,686		2,497,502

Other (Income) Expense
Interest income		(19,109	)					(19,109	)
Miscellaneous expense		(362	)			-		(362	)
Interest expense		164,962				-		164,962

Total Other (Income) Expense		145,491						145,491

Income (loss) before income taxes		2,601,697						2,352,011

Provison for income taxes		72,849				-		72,849

Net income (loss)	$	2,528,848					$	2,279,162

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

AJE #	ACCOUNT	DR	CR
1	Goodwill	6,388,369
	Amortizable intangible assets, net	3,329,145
	Common stock	1
	Additional paid in capital		10,194,210
	Accumulated amortization		374,529
	Statutory reserve		11,522
	Accounts payable	483,597
	Loan payable		253,200
	Income tax payable	44,500
	Comprehensive income		180,396
	Goodwill		1,213,843
	Retained earnings	1,982,088

	Adjustment was made related to the restatement for the error in the valuation of the common shares and for the failure to appropriately identify intangible assets for the acquisition of Billion in 2004 and to correct book balance to reflect changes made from 2004 and 2005

2	Amortization expense	249,686
	Accumulated amortization		249,686

	Record amortization of intangibles as of 9/30/06

3	Retained earnings		15,278
	Statutory reserve	15,278

	Decrease reserve after correction made to financials as of 9/30/06

CHINA DIGITAL COMMUNICATION GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note R - SUBSEQUENT EVENTS (RESTATED)

On January 20, 2007 Sono moved into a new office in the building and signed an operating lease agreement for the office space in Shenzhen, China that will terminate on December 31, 2007. Monthly rent is approximately $746.

On January 20, 2007 the Company moved into a new office in the building and signed an operating lease agreement for the office space in Pasadena, California that will terminate on December 31, 2007. The office will serve as the center of operations in North America. Monthly rent is $1,400.

On April 24, 2007, the Company entered into an Agreement on Transfer of Shares of Sono Digital Electronic Technologies Co., Ltd. with Liu Changqing and Wang Feng (collectively, the Purchasers”) for the sale of our wholly-owned subsidiary Sono Digital Electronic Technologies Co., Ltd. (“Sono”) (the “Agreement”). Changqing will purchase a 60% interest and Feng will purchase a 40% interest in Sono. In exchange for all of the outstanding shares of Sono, the Purchasers will pay $3,000,000 USD as consideration for the acquisition. We will enter into promissory notes with the Purchasers for payment of their share of the $3,000,000 which is due within 90 days of April 24, 2007. If payment is not made within 90 days, the promissory notes will accrue interest at 18% per annum from the closing date. The company has recovered $2 million subsequent to June 30, 2007.

NEVADA	91-2132336
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

PART I.	FINANCIAL INFORMATION (unaudited)

Item 1.	Consolidated Financial Statements (unaudited)

	Unaudited Consolidated Balance Sheets	2

	Unaudited Consolidated Statements of Operations	3

	Unaudited Consolidated Statements of Cash Flows	4

	Notes to the Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis or Plan of Operation	24

Item 3.	Controls and Procedures	27

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 2.	Changes in Securities and Small Business Issuer Purchases of Equity Securities	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Submission of Matters to a Vote of Security Holders	28

Item 5.	Other Information	28

Item 6.	Exhibits	28

Exhibit Number		Document Description
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


Date: April 7, 2008	CHINA DIGITAL COMMUNICATION GROUP

	By:	/s/ Ran Liang
		Name: Ran Liang Title: Chief Executive Officer