8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 8-K


                                 Current Report
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


                         Date of Report: August 20, 2004
                                         ---------------


                          China Digital Wireless, Inc.
        (Exact name of small business issuer as specified in its charter)

                         Commission File Number: 0-12536
                                                 -------

        Nevada                                                  90-0093373
(State of incorporation)                                (IRS Employer ID Number)

                               429 Guangdong Road
                   Shanghai, People's Republic of China   200001
               (Address of principal executive offices) (Zip Code)

                                (86-21) 6336-8686
                         (Registrant's telephone number)




Item 4 - Changes in Registrant's Certifying Accountant

Resignation of S. W. Hatfield, CPA's
- ------------------------------------

On July 8, 2004,  China Digital  Wireless,  Inc. (the "Company") filed a Current
Report on Form 8-K noting a change in control.  By a letter  dated July 9, 2004,
the Company was notified that its auditors,  S. W.  Hatfield,  CPA ("SWHCPA") of
Dallas, Texas had resigned, effective that date as a result of the June 23, 2004
change in control transaction. The Company's Board of Directors has accepted the
resignation of SWHCPA.

No  accountant's  report on the financial  statements for either of the past two
(2) years  contained  an  adverse  opinion  or a  disclaimer  of  opinion or was
qualified or modified as to uncertainty,  audit scope or accounting  principles,
except  for a going  concern  opinion  expressing  substantial  doubt  about the
ability of the Company to continue as a going concern.

During the Company's  two most recent fiscal years (ended  December 31, 2003 and
2002)  and from  January  1,  2004 to the  date of this  Report,  there  were no
disagreements  with SWHCPA on any matter of accounting  principles or practices,
financial disclosure,  or auditing scope or procedure.  There were no reportable
events,  as described in Item  304(a)(1)(iv)(B)  of Regulation  S-B,  during the
Company's  two most recent  fiscal years (ended  December 31, 2003 and 2002) and
from January 1, 2004 to the date of this Report.

As a result of SWHCPA's resignation,  the Company's Board of Directors appointed
BDO  Shanghai  Zhonghua  Certified  Public  Accountants  of  Shanghai,  People's
Republic of China as the Company's independent auditor.


Item 7 - Financial Statements and Exhibits

(c)  Exhibits

Exhibit No.       Description
- -----------       -----------

16.1              Letter regarding change in certifying accountant.




















                                   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 thereunto duly authorized.


                                                    China Digital Wireless, Inc.


Dated: August 16, 2004                                            /s/ Tai Caihua
       ---------------                              ----------------------------
                                                           Tai Caihua, President
                                                     and Chief Executive Officer

EX-16.1

Exhibit 16.1
- ------------




Letterhead of S. W. Hatfield, CPA
- ---------------------------------



August 20, 2004


U. S. Securities and Exchange Commission
50 Fifth Street, NW
Washington, DC 20549

Gentlemen:

On August 20, 2004, this Firm received a draft copy of a Form 8-K to be filed by
China  Digital  Wireless,  Inc.  ("Company")  (SEC File # 0-12536,  CIK #721693)
reporting an Item 4 - Changes in Registrant's Certifying Public Accountant.

We have no disagreements  with the statements made in the draft Form 8-K, Item 4
disclosures which we read.



Yours truly,

/s/ S. W. Hatfield, CPA
- -----------------------

S. W. Hatfield, CPA
Dallas, Texas