ITEM 7.    FINANCIAL STATEMENTS.                                                  14

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        14
           FINANCIAL DISCLOSURE.

ITEM 8A.   CONTROLS AND PROCEDURES.                                               15

ITEM 8B.   OTHER INFORMATION.                                                     15

                                      PART III

ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.                    15

ITEM 10.   EXECUTIVE COMPENSATION.                                                17

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND     18
           RELATED STOCKHOLDER MATTERS.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                        19

ITEM 13.   EXHIBITS, LIST AND REPORTS ON FORM 8-K.                                20

ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.                                20

SIGNATURES                                                                        21

FINANCIAL STATEMENTS                                                             F-1

ITEM 1. DESCRIPTION OF BUSINESS

China Digital Communication Group (the "Registrant", "China Digital" or the "Company") was incorporated in Nevada in March 27, 2001 under the name Jasmine's Garden. As the result of the Acquisition (defined below) of Billion Electronic Co., Ltd., a company organized under the laws of the British Virgin Islands ("Billion") in November 2004, the Registrant is currently in the business of manufacturing and distributing lithium battery shells and related products primarily in China.

Until December 2, 2003, the Registrant operated a nationwide wholesale and retail business selling greeting cards, note cards and gift tags made from a design process involving photography and computer graphics. On December 2, 2003, Cheering Limited, an investment holding company organized under the laws of the British Virgin Islands ("Cheering"), acquired 5,700,000 shares of our common stock, par value $0.001, which constituted approximately 95% of the then issued and outstanding shares of common stock from Jack and Jasmine Gregory, the Company's former officers, directors and principal stockholders, for cash consideration of $221,221 (the "Cheering Transaction").

In connection with the Cheering Transaction, the Board of Directors appointed Zu Zhuan Xu to serve as the President and elected four designees of Cheering to serve to serve as directors; and Jack and Jasmine Gregory resigned from their positions as officers and directors of the Company. On February 18, 2004, Zu Zhuan Xu resigned from his position as President and Yi Bo Sun was appointed to replace him and Xu Bao Dong was appointed to serve on the Board of Directors. On February 19, 2004, another director resigned from the Board of Directors and Yi Bo Sun was appointed to replace him. Currently, the Board of Directors consists of Yi Bo Sun, who is also our Chief Executive Officer, Zu Zhuan Xu and Xu Bao Dong.

On March 17, 2004, we sold 30,000,000 shares of common stock at a per share purchase price of $0.05 to seven unaffiliated individuals in a private placement, which yielded aggregate gross proceeds of $1,500,000 (the "Private Placement"). As a condition to the closing of the Private Placement, each of the investors executed an irrevocable proxy granting Yi Bo Sun, our Chief Executive Officer, the right to vote all shares of the common stock purchased in the Private Placement. The irrevocable proxies expired on May 1, 2004, however, the investors and Mr. Sun have reached an agreement with respect to the extension of the irrevocable proxy which will expire in May 2006. Mr. Yi Bo Sun as the Chairman and Chief Executive Officer of Cheering is the beneficial owner of the 5,700,000 shares of common stock, which represents approximately 11.8%, of the issued and outstanding common stock and prior to the expiration of the irrevocable proxies, Mr. Sun will have the power to vote or direct the voting of 30,000,000 shares issued in the Private Placement. Taken together, Mr. Sun controls approximately 66% of our issued and outstanding common stock.

On April 28, 2004, we filed a Certificate of Amendment with the Nevada Secretary of State to amend our Articles of Incorporation to increase our authorized common stock to 140,000,000 and to authorize 60,000,0000 shares, par value $0.001 of blank check preferred stock. On September 3, 2004, we filed a Certificate of Amendment with the Nevada Secretary of State to amend our Articles of Incorporation to change our name from "Jasmine's Garden" to "China Digital Communication Group."

Acquisition of Billion

On November 15, 2004, pursuant to the terms of a Share Exchange Agreement (the "Exchange Agreement") dated as of September 17, 2004, by and among the Company, Billion, the shareholders of Billion (the "Shareholders") and Shenzhen E'Jenie Technology Development Co., Ltd, a company incorporated under the laws of the Peoples Republic of China ("E'Jenie"), we acquired from the Shareholders (the "Acquisition") all of the issued and outstanding equity interests of Billion (the "Billion Shares"). Billion is a holding company and the sole shareholder of E'Jenie. Billion has no other assets other than the shares of E'Jenie. As consideration for the Billion Shares, we paid the Shareholders an aggregate of $1,500,000 in cash and issued them 4,566,210 shares of common stock. The consideration for the Acquisition was determined through arms length negotiations between the management and Billion. As a result of the Acquisition, the Shareholders hold approximately 8.7% of our then issued and outstanding common stock and we are the sole shareholder of Billion through which we own all of the issued and outstanding equity interests of E'Jenie.

In connection with the Acquisition, as is customary in China, we entered into a Guarantee Agreement, dated October 9, 2004, as amended October 11, 2004 (the "Guarantee"), with Shiji Ruichen Guaranty and Investment Co. Ltd., a company incorporated under the laws of the Peoples Republic of China ("Shiji"). Pursuant to the terms of the Guarantee, Shiji agreed to guarantee our performance and the performance of the Shareholders under the Exchange Agreement. As consideration for Shiji's guaranty, we issued 1,919,016 shares of common stock to Shiji. As security for our obligations under the Guarantee, one of our principal shareholders deposited 5,000,000 of their shares of the common stock into escrow.

We filed a Form 8-K with the Securities and Exchange Commission on September 30, 2004, as amended December 15, 2004, which more fully describes the Acquisition.

Operations

As a result of the Acquisition, through Billion's ownership of E'Jenie, we manufacture and distribute lithium battery shells and related products primarily in China. Based upon specifications from customers, E'Jenie develops, customizes and produces steel, aluminum battery shells, aluminum caps, and lithium batteries for mobile phones, PDAs and MP3s and other small electronic consumer products. Currently, E'Jenie produces fourteen steel battery shell lines, five aluminum battery shell lines and two aluminum battery cap lines.

The lithium battery was created in the nineties, with its first mass production in 1993 in Japan. It was first used in notebook computers and was later used in cellular phones, cameras, and global positioning satellite systems. Lithium batteries are now used in cellular phones, cameras, digital cams, global positioning satellite systems, and an array of other electronic products. Batteries are becoming smaller, lighter, more efficient, longer lasting, and free of pollution. The lithium battery's energy/weight ratio exceeds that of its counterparts and with an excellent safety standard, it seems to be the future of the battery industry. Management anticipates significant growth in the demand for lithium batteries in China and worldwide. Management believes that the current trend towards smaller, lighter portable consumer products will continue to grow and because of its size, the demand for the lithium battery may increase as well. By way of example, a mobile-phone battery has a typical usage life of 300 to 500 recharges, which translates to a ratio of 1.8 batteries in service life of each phone, according to official Chinese statistics. However, management's internal data reveals that battery replacement demand is faster than this when consumers turn in their phones for new models before the normal life of the battery is over. A short product life combined with a short product innovation cycle creates rapid product turnover - resulting in increased business for battery shell makers.

Management believes that it will profit from growth in China's manufacturing sector. Manufacturers of batteries and electronic products are direct customers for our products, and their growth - fueled by exports as well as rising domestic demand - may translate into higher sales. China's entry into the World Trade Organization and the continued privatization of its industrial base will continue to fuel this expansion.

Our Business Strategy

We seek to maintain and strengthen our position as a provider of battery shells and caps while increasing the breadth of our product line and improving the quality of our products. In order to achieve our objective, we plan to pursue the key strategies described below.

· Become a cost leader in an increasingly competitive market. We believe we can ensure competitive pricing by integrating a labor-intensive production process with high-tech, proprietary manufacturing equipment. We believe our experience in designing and updating key manufacturing equipment and operating such equipment at a low cost gives us a cost advantage over our competitors.

· Taking advantage of our ready production capacity and allowing for increased production capacity. We believe our production capacity makes us more reliable, flexible and responsive in terms of fulfilling our customers' requirements than other providers. As such, existing and potential competitors may find it more difficult to compete with our production capabilities.

· Enhanced research and development activities. Upon completion of our new facility, we will have the space to enhance our existing research and development capabilities through the addition of state of the art equipment and experienced personnel.

· Expanding our product lines to capture new market opportunities. We are seeking to produce lithium battery cells that can be used in small electronic consumer products such as digital cameras, laptop computers, MP3 players and cellular telephones. By entering these markets, we believe we can achieve future revenue growth and improved profit margins.

Customers

In 2004, our three largest customers represented approximately 69% of our total
sales. The following table sets forth information regarding our three largest
customers:

                                       5
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                 List of Major Customers
Name of Customer    Percentage of Total Revenue for 2004
Bak Battery                           63.50%
Hua Yu Bao                            14.40%
Yin Si Qi                              4.42%

Although we do not have formal contracts with our customers, we have established long-term relationships. Our customers place orders on a monthly basis and sales are processed with purchase orders. The loss of Bak Battery as a customer would have an adverse effect on our revenues as sales to Bak Battery represented 63% of total sales for 2004. Management believes that its relationship with Bak Battery is good and does not anticipate a change in the current volume of business.

Sales and Marketing

Our in-house sales and marketing team contact local battery manufacturers to solicit interest in our products. If the manufacturer expresses an interest in our product offering, we ship them samples and if our products suit their needs orders are placed and filled.

Raw Material

We purchase various components and raw materials for use in our manufacturing processes. The principal raw materials we purchase are aluminum and steel. The price of steel has increased significantly in the past year, and management believes that it will continue to increase. The increases have had an adverse impact on gross margins, since some of the increases cannot be passed on to our customers.

Our three largest suppliers are Heng Yuang Li Stainless Steel Factory, Hongzhou Stainless Steel Product Co and Hua Yi Aluminum Co., which in the aggregate account approximately 50% of all components and raw materials purchased. Normally, the annual purchase plan for raw material, such as aluminum and steel, is determined at the beginning of the calendar year according to past customer's orders and our own sales forecast. Such purchase plans with key suppliers can be revised quarterly. Our actual requirements are based on weekly production plans. Management believes that this arrangement protects us from inventory surplus when the orders from customers change. For raw materials other than steel and aluminum, we normally maintain from one week up to one month of inventory at our warehouse. All components and raw materials are available from numerous sources. We have not experienced any significant shortages of manufactured components or raw materials and normally do not carry inventories of these items in excess of what is reasonably required to meet our production and shipping schedules.

Competition

We face competition from manufacturers not only within China but also from other parts of the world, particularly Japan, Taiwan, Malaysia, Indonesia, and Korea. We compete with these companies by striving to provide a higher quality product at a lower cost. Our primary competitors are Shenzhen Luhua Co., Ltd., Shenzhen TongLi Electronic Co. and Ningbo Pulaite Electronics Co., Ltd. We believe that by doing business in China we enjoy competitive advantages over similar companies based elsewhere, including abundant labor resources and low cost raw materials.

Seasonality

Worldwide battery sales are significantly greater in the second half of the calendar year than the first half as a result of industry-wide marketing programs and consumers' traditionally strong purchases of battery-powered products during the holiday season.

Doing Business in China

The Chinese Legal System

The practical effect of the People's Republic of China legal system on our business operations in China can be viewed from two separate but intertwined considerations. First, as a matter of substantive law, the Foreign Invested Enterprise laws provide significant protection from government interference. In addition, these laws guarantee the full enjoyment of the benefits of corporate Articles and contracts to Foreign Invested Enterprise participants. These laws, however, do impose standards concerning corporate formation and governance, which are not qualitatively different from the general corporation laws of the several states. Similarly, the People's Republic of China accounting laws mandate accounting practices, which are not consistent with U.S. Generally Accepted Accounting Principles. China's accounting laws require that an annual "statutory audit" be performed in accordance with People's Republic of China accounting standards and that the books of account of Foreign Invested Enterprises are maintained in accordance with Chinese accounting laws. Article 14 of the People's Republic of China Wholly Foreign-Owned Enterprise Law requires a Wholly Foreign-Owned Enterprise to submit certain periodic fiscal reports and statements to designate financial and tax authorities, at the risk of business license revocation.

Second, while the enforcement of substantive rights may appear less clear than United States procedures, the Foreign Invested Enterprises and Wholly Foreign- Owned Enterprises are Chinese registered companies, which enjoy the same status as other Chinese registered companies in business-to-business dispute resolution. Generally, the Articles of Association provide that all business disputes pertaining to Foreign Invested Enterprises are to be resolved by the Arbitration Institute of the Stockholm Chamber of Commerce in Stockholm, Sweden applying Chinese substantive law. Any award rendered by this arbitration tribunal is, by the express terms of the respective Articles of Association, enforceable in accordance with the "United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958)." Therefore, as a practical matter, although no assurances can be given, the Chinese legal infrastructure, while different in operation from its United States counterpart, should not present any significant impediment to the operation of Foreign Invested Enterprises such as E'Jenie.

Economic Reform Issues

Although the Chinese government owns the majority of productive assets in China, in the past several years the government has implemented economic reform measures that emphasize decentralization and encourage private economic activity. Because these economic reform measures may be inconsistent or ineffectual, there are no assurances that:

- We will be able to capitalize on economic reforms;
- The Chinese government will continue its pursuit of economic reform policies;
- The economic policies, even if pursued, will be successful;
- Economic policies will not be significantly altered from time to time; and
- Business operations in China will not become subject to the risk of nationalization.

Since 1979, the Chinese government has reformed its economic systems. Because many reforms are unprecedented or experimental, they are expected to be refined and improved. Other political, economic and social factors, such as political changes, changes in the rates of economic growth, unemployment or inflation, or in the disparities in per capita wealth between regions within China, could lead to further readjustment of the reform measures. This refining and readjustment process may negatively affect our operations.

Over the last few years, China's economy has registered a high growth rate. Recently, there have been indications that rates of inflation have increased. In response, the Chinese government recently has taken measures to curb this excessively expansive economy. These measures have included devaluations of the Chinese currency, the renminbi, restrictions on the availability of domestic credit, reducing the purchasing capability of certain of its customers, and limited re-centralization of the approval process for purchases of some foreign products. These austerity measures alone may not succeed in slowing down the economy's excessive expansion or control inflation, and may result in severe dislocations in the Chinese economy. The Chinese government may adopt additional measures to further combat inflation, including the establishment of freezes or restraints on certain projects or markets.

To date reforms to China's economic system have not adversely impacted our operations and are not expected to adversely impact operations in the foreseeable future; however, there can be no assurance that the reforms to China's economic system will continue or that we will not be adversely affected by changes in China's political, economic, and social conditions and by changes in policies of the Chinese government, such as changes in laws and regulations, measures which may be introduced to control inflation, changes in the rate or method of taxation, imposition of additional restrictions on currency conversion and remittance abroad, and reduction in tariff protection and other import restrictions.

Employees and employment agreements

The Registrant currently has eight employees, five (5) officers, two (2) executives and (1) administrative personnel. E'Jenie has nine (9) divisions with 526 employees in total

ITEM 2. DESCRIPTION OF PROPERTY.

Our headquarters located at A-3. Xinglian Industrial Zone. He Hua Ling Pingxin Road. Xin Nan. Ping Hua Town. Longgang. Shenzhen China 51811. This facility is 6,708 square meters of which 15% or 1,000 square meters is used for offices, 4,500 square meters are used for the manufacturing line and storage and the remaining 1,208 square meters are used for employee dormitories. We have an eight-month lease that expires August. Our rent is approximately $6,700 a month.

In February 2005, we opened our first office in the United States. The Los Angeles-based office is located at 1901 Avenue of the Stars, Suite 201. The monthly rent is $1,500.

ITEM 3. LEGAL PROCEEDINGS.

We are not a party to any pending litigation and none is contemplated or threatened.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to the stockholders in the fourth quarter of 2004.

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND SMALL BUSINESS ISSUERS PURCHASES OF EQUITY SECURITIES.

Our shares are quoted on the Over-The-Counter Bulletin Board under the symbol "CHID." Prior to the Acquisition, there was a limited market for our common stock. As a result, our stock had no or nominal trading volume and a very limited trading history. During the calendar years ended December 31, 2004 and 2003, the average of our bid and asked prices for our common stock was $1.89 per share, based upon quotations between dealers, without adjustments for stock splits, dividends, retail mark-ups, mark-downs or commissions, and therefore, may not represent actual transactions. After the Acquisition, the volume of shares traded in fourth quarter increased significantly. The following table sets forth the high and low closing sale prices of our common stock for the periods indicated below:

                                       HIGH     LOW
June 30, 2004 - September 30, 2004    $ 3.40   $ 1.50
October 1, 2004 - December 31, 2004   $ 2.50   $ 0.99
January 1, 2005 - March 15, 2005      $ 1.68   $ 0.78

Stockholders

At March 29, 2005, we had approximately 142 registered stockholders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories or otherwise in unregistered form.

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent.

Securities authorized for issuance under equity compensation plans

The following is a summary of all of our equity compensation plans, including individual arrangements that provide for the issuance of equity securities as compensation, as of December 31, 2004. See Note 6 to the financial statements for additional discussion.

                                                                              Number of
                                                                             securities
                                                                              remaining
                                                                            available for
                                      Number of                                future
                                   securities to            Weighted          issuance
                                        be                   average            under
                                    issued upon             exercise           equity
                                     exercise               price of        compensation
                                        of                 outstanding          plan
                                    outstanding             options,         (excluding
                                     options,               warrants         securities
                                     warrants                  and          reflected in
        Plan Category             and rights                 rights       column (a))
                                      (a)                     (b)             (c)
Equity Compensation Plans
Approved By Security Holders
Equity Compensation Plans Not
Approved By Security Holders            12,000,000 (1(2))           N/A             40,000  (2)

(2) Effective March 2, 2004, 11,960,000 shares of Common Stock were issued to 19 of our consultants for services rendered or to be rendered.

Repurchase of Securities

We did not repurchase any of our common shares during the fourth quarter of 2004.

Recent Sales of Unregistered Securities

As consideration for the Acquisition, we issued 4,566,210 shares of common stock to the Shareholders. As consideration for Shiji's guaranty, we issued 1,919,016 shares of common stock to Shiji in October 2004. The shares were issued pursuant to an exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following management discussion and analysis of financial condition and results of operations ("MD&A") should be read in conjunction with the December 31, 2004 consolidated financial statements and notes. The discussion of results, causes and trends should not be construed to imply any conclusion that such results or trends will necessarily continue in the future.

The information contained in this MD&A, other than historical information, contains "forward looking statements" within the meaning of The Private Securities Litigation Reform Act of 1995 that are based on management's current expectations and assumptions. This MD&A should be read in conjunction with the sections entitled "Additional Factors That May Affect Future Results" and "Forward-Looking Statements."

OVERVIEW

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.

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 . . .