**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB/A**




(Mark
      One)




**x**
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




**For
      the fiscal year ended December 31, 2007**




** ̈**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




**For
      the transition period from ___________ to ___________**




**Commission
      file number 000-49715**




**CHINA
      DIGITAL COMMUNICATION GROUP**


(Exact
      name of registrant as specified in its charter)




**Nevada**
            **91-2132336**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)**Number
                2222, Jin Tian Road**
              **An
                Lian Building 15****th****Floor
                A-01 and A-02 Futian**
              **Shenzhen,
                China**
            **51811**(Address
                of principal executive offices)
            (Zip
                Code)





Registrant’s
                telephone number, including area code
            **86-755-2698-3767**




Securities
                registered under Section 12(b) of the Exchange Act:Title
                of each class
            Name
                of each exchange on which registered**None**
            **None**Securities
                registered under Section 12(g) of the Exchange Act:**Common
                Stock, par value $.0001**(Title
                of class)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act 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 o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





State
      issuer’s revenues for its most recent fiscal year. $2,696,267





Aggregate
      market value of the voting and non-voting common stock held by non-affiliates
      of
      the Company as of December 31, 2007:$4,573,818.21.




Number
      of
      shares of the registrant’s Common Stock outstanding as of December 31, 2007:
      54,460,626.





**Explanatory
      Note**





This
      Annual Report on Form 10-KSB/A is filed as an amendment to the Annual Report
      on
      Form 10-KSB filed by China Digital Communication Group (the “Company”) on March
      27, 2008 (the “Original 10-KSB”). The Company is amending Item 8A (Controls and
      Procedures) to conclude that our disclosure controls and procedures are not
      effective, and deleting Item 9A (Controls and Procedures) in the Original 10-KSB
      because we failed to comply with the required disclosures under provisions
      of
      Item 308 in Regulation S-K.





Except
      as
      described above, no other changes have been made to the Original Report and
      have
      not been included in this Amendment. In addition, as required by Rule 12b-15
      under the Securities Exchange Act of 1934, new certifications by our Principal
      Executive Officer and Principal Financial Officer are filed as exhibits to
      this
      Amendment.





**Item
                8A.**
            **Controls
                and Procedures.**





**Evaluation
      of Disclosure Controls and Procedures**





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2007. Based
      on this evaluation, our principal executive officer and principal financial
      officer have concluded that our disclosure controls and procedures are not
      effective because of the material weaknesses in our disclosure controls and
      procedures described below:





-
            We
                failed to include certain required statements in the Management’s Annual
                Report on Internal Control Over Financial Reporting in our Form 10-KSB
                filed on March 27, 2008.





-
            We
                failed to include the Disclosure of Changes in Internal Control Over
                Financial Reporting in our Form 10-KSB filed on March 27, 2008.





We
      are
      developing a plan to ensure that all information will be recorded, processed,
      summarized and reported accurately, and as of the date of this report, we have
      taken the following steps to address the above-referenced material weaknesses
      in
      our disclosure controls and procedures:





1.
            We
                have amended the Form 10-KSB to include all the required statements
                in the
                Management’s Report on Internal Controls Over Financial Reporting, as well
                as the Changes in Internal Control Over Financial Reporting;





2.
            We
                will continue to educate our management personnel to comply with
                the
                disclosure requirements of Securities Exchange Act of 1934 and Regulation
                S-K; and





3.
            Increase
                management oversight of accounting and reporting functions in the
                future.





**Management’s
      Report on Internal Controls over Financial Reporting**





Management
      of the Company is responsible for establishing and maintaining effective
      internal control over financial reporting as defined in Rule 13a-15(f) under
      the
      Exchange Act.  The Company’s internal control over financial reporting
      is designed to provide reasonable assurance to the Company’s management and
      Board of Directors regarding the preparation and fair presentation of published
      financial statements in accordance with United State’s generally accepted
      accounting principles (US GAAP), including those policies and procedures
      that: (i) pertain to the maintenance of records that, in reasonable detail,
      accurately and fairly reflect the transactions and dispositions of the assets
      of
      the company, (ii) provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with US GAAP and that receipts and expenditures are being made only
      in accordance with authorizations of management and directors of the company,
      and (iii) provide reasonable assurance regarding prevention or timely
      detection of unauthorized acquisition, use, or disposition of the company’s
      assets that could have a material effect on the financial
      statements.




Management
      conducted an evaluation of the effectiveness of internal control over financial
      reporting based on the framework in Internal Control—Integrated Framework issued
      by the Committee of Sponsoring Organizations of the Treadway
      Commission.  Management’s assessment included an evaluation of the
      design of our internal control over financial reporting and testing of the
      operational effectiveness of our internal control over financial
      reporting.  Therefore, Management concluded the Company maintained
      effective internal control over financial reporting as of December 31, 2007.
      As
      of September 30, 2007, we reported the following material weakness:





We
      have
      insufficient monitoring controls to determine the adequacy of our internal
      control over financial reporting and related policies and procedures; lack
      of
      competent financial management personnel with appropriate accounting knowledge
      and training; insufficient controls over our period-end financial close and
      reporting processes; ineffective controls over the accounting for acquisitions,
      in particular valuation and disclosure of the goodwill and intangible asset
      accounts and the related amortization and impairment expense accounts; and
      ineffective controls over reporting of discontinued operations.





In
      the
      fourth quarter of 2007, we took the following steps to correct such material
      weaknesses:





-
            we
                amended all our filings to correct all financial errors in our previous
                SEC filings;





-
            we
                retained independent consultants, who are experts in U.S. accounting
                principles and SEC reporting rules, to help with the preparation
                of our
                annual and quarterly financial statements, to review our financial
                statements before filing, and to assist in determining the appropriate
                financial standards in accruing and non accruing transactions;
                and





-
            our
                management personnel were also educated to comply with the disclosure
                requirement of Securities Exchange Act of 1934 and Regulation
                S-K.




Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements.  Therefore, even those systems
      determined to be effective can provide only reasonable assurance with respect
      to
      financial statement preparation and presentation.





This
      annual report does not include an attestation report of the Company’s registered
      public accounting firm regarding internal control over financial
      reporting.  Management’s report was not subject to attestation by our
      registered public accounting firm pursuant to temporary rules of the Securities
      and Exchange Commission that permit the Company to provide only management’s
      report in this Annual Report.





**Changes
      in Internal Control Over Financial Reporting**





Other
      than as described above, there is no other changes in our internal controls
      over
      financial reporting that occurred during the fourth quarter ended December
      31,
      2007 that has materially affected, or is reasonably likely to materially affect,
      our internal control over financial reporting.





**SIGNATURES**




Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, the
      registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.





**CHINA
                DIGITAL COMMUNICATION GROUP**Date:
                October 15, 2008
            By:
            */s/
                Xu Zhongnan*Xu
                ZhongnanChief
                Executive Officer