-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RkdOZgMFiNiGF7e+jPBm5ZgB02ClQbLUpUe75B8WqTFNG1YHd+Pij8H3RSCyNzHv KHgB6GMRoGc9sCM7MqpQ8A== 0001010549-04-000549.txt : 20040826 0001010549-04-000549.hdr.sgml : 20040826 20040826162157 ACCESSION NUMBER: 0001010549-04-000549 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040824 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20040826 DATE AS OF CHANGE: 20040826 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA DIGITAL WIRELESS INC CENTRAL INDEX KEY: 0000721693 STANDARD INDUSTRIAL CLASSIFICATION: MALT BEVERAGES [2082] IRS NUMBER: 900093373 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12536 FILM NUMBER: 04999254 BUSINESS ADDRESS: STREET 1: 429 GUANGDONG ROAD CITY: SHANGHAI STATE: F4 ZIP: 200001 BUSINESS PHONE: 86-21 6336-8686 MAIL ADDRESS: STREET 1: 429 GUANGDONG ROAD CITY: SHANGHAI STATE: F4 ZIP: 200001 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER ACQUISITIONS INC DATE OF NAME CHANGE: 20020430 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER BREWING CO DATE OF NAME CHANGE: 19920703 8-K 1 chinadig8k082404.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2004 CHINA DIGITAL WIRELESS, INC. (Exact name of registrant as specified in its charter) Nevada 000-12536 90-0093373 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 429 Guangdong Road Shanghai, People's Republic of China 200001 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (86-21) 6336-8686 ================================================================================ ITEM 7.01 REGULATION FD DISCLOSURE On August 24, 2004, China Digital Wireless, Inc. (the "Company") announced via press release the Company's reported results of operations for the second quarter 2004 and six months ended June 30, 2004. A copy of the Company's press release is attached hereto as Exhibit 99.1. The attached exhibit is provided under Item 7.01 of Form 8-K and is furnished to, but not filed with, the Securities and Exchange Commission. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. The following exhibit is filed with this report: Exhibit Number Description of Exhibit - ------- -------------------------------------------------------------- 99.1 Press Release dated August 24, 2004 reporting operating results for second quarter 2004 and six months ended June 30, 2004. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on August 24, 2004 on its behalf by the undersigned, thereto duly authorized. China Digital Wireless, Inc. By: /s/ Tai Caihua ------------------------- Tai Caihua, President 3 INDEX OF EXHIBITS Exhibit Number Description of Exhibit - ------- -------------------------------------------------------------- 99.1 Press Release dated August 24, 2004 reporting operating results for second quarter 2004 and six months ended June 30, 2004. EX-99.1 2 chinadig8kex991082404.txt PRESS RELEASE DATED AUGUST 24, 2004 EXHIBIT 99.1 NEWS FOR RELEASE: August 24, 2004 Contact: Bevo Beaven, Vice President Bill Conboy, Senior Account Executive CTA Public Relations 303-665-4200 Bevo@ctapr.com Bill@ctapr.com China Digital Wireless Reports 41% Increase in Revenue for Second Quarter Shanghai, China - China Digital Wireless, Inc. (OTC: CHDW) reported revenues in the second quarter ended June 30, 2004 increased 41% to $6.1 million compared to $4.3 million during the second quarter of 2003. Gross profit increased 2% to $1,035,683 from $1,017,963 during the same three-month period. The Company recorded a net loss of $190,000, or ($0.01) per share for the three months ended June 30, 2004, compared to a net income of $883,000, or $0.06 per share for the same period the prior year. The decrease in net income was mainly attributable to the increase in general and administrative expenses and costs associated with becoming a publicly traded company. Without the aggregate one time expense of $1,014,423 resulting from the issuance of stock to a consultant and from the issuance of securities in a private placement, the company would have reported a profit for the period. In June 2004, China Digital Wireless, formerly Boulder Acquisitions, Inc., entered into a stock exchange agreement with Sifang Holdings Co. Ltd.. Pursuant to the stock exchange agreement, Boulder Acquisitions issued 13,782,636 shares of its common stock in exchange of 100% equity interest in Sifang Holdings Co. Ltd., making Sifang Holdings a wholly owned subsidiary of Boulder Acquisitions. Boulder Acquisitions subsequently changed its name to China Digital Wireless Inc. to better reflect the market it serves. China Digital Wireless enables wireless users in China to access financial information, execute stock trades, and access various entertainment-related services on their wireless phones. By bundling its financial information software onto the wireless phones it markets, the company is building a recurring high-margin subscriber base. China Digital Wireless intends to grow revenues by expanding its subscriber base and adding additional value added services that are in demand in China. In addition to its value-added information services business, China Digital Wireless distributes various mobile phone models in the Shanghai, China region. The information in this news release includes certain forward-looking statements that are based upon assumptions that in the future may prove not to have been accurate and are subject to significant risks and uncertainties, including statements to the future financial performance of the Company. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations or any of its forward-looking statements will prove to be correct. Factors that could cause results to differ include, but are not limited to, successful performance of internal plans, product development and acceptance, the impact of competitive services and pricing, or general economic risks and uncertainties. -----END PRIVACY-ENHANCED MESSAGE-----