8-K

                                  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): January 1, 2005

                          CHINA DIGITAL WIRELESS, INC.
             (Exact name of registrant as specified in its charter)

                                     Nevada
                            (State of incorporation)


                000-12536                             90-0093373
        (Commission File Number)         (I.R.S. Employer Identification 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, including area code)

         (Former name or former address, if changed since last report.)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:


[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))




       Section 4 - Matters Related to Accountants and Financial Statements

Item 4.01 - Changes in Registrant's Certifying Accountant

         On January 4, 2005,  the Board of Directors of China Digital  Wireless,
Inc. (the "Company")  approved  resolutions not to engage the Company's  current
auditor, BDO Shanghai Zhonghua Certified Public Accountants,  as its independent
registered  public  accounting  firm for  purposes  of  auditing  the  Company's
financial  statements  for the fiscal year ended  December 31, 2004 or to review
its unaudited  quarterly  information for fiscal 2005,  which  resolutions  were
deemed effective January 6, 2005.

         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.

         During the  Company's  fiscal year ended  December 31, 2003,  for which
audit  services were  provided,  the nine months ended  September 30, 2004,  for
which review  services were provided,  and through January 6, 2005 there were no
disagreements with the Company's  independent  registered accounting firm 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 afore referenced periods.

         Effective January 6, 2005, the Company appointed  Grobstein,  Horwath &
Company LLP as its independent registered public accounting firm.

                 Section 5 - Corporate Governance and Management

Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

         Lu Qin  resigned  as Chief  Financial  Officer  ("CFO") of the  Company
effective  January  1, 2005.  Also  effective  January  1,  2005,  Qian Fang was
appointed as CFO of the Company. Ms. Fang has served as Manager of Accounting of
the Company since 1999. Ms. Fang graduated from China Cable-TV University with a
Bachelor's Degree in Accounting and is a Certificed Public  Accountant.  Neither
Ms. Fang nor any  affiliate  of Ms. Fang has any  relationship,  contractual  or
otherwise,  with the Company.  Ms. Fang has no family  relationships with any of
the Company's officers or directors.

                  Section 9 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits

(c)  Exhibits
Exhibit No.       Description
- -----------       -----------
16.1              Letter regarding change in certifying accountant.





                                       2


                                   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 hereunto duly authorized.


                                                    CHINA DIGITAL WIRELESS, INC.


                                                    By: /s/ Tai Caihua
                                                       -------------------------
                                                       Tai Caihua
                                                       President
Date:  January 11, 2005



















                                       3

EX-16.1

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


Letterhead of BDO Shanghai Zhonghua Certified Public Accountants



January 10, 2005


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

We have been  furnished with a copy of the response to Item 4.01 of Form 8-K for
the event that  occured  on  January  4, 2005 to be filed by our former  client,
China Digital  Wireless,  Inc. We agree with the statements  made in response to
that item insofar as they relate to our firm.


Very truly yours,

 /s/ BDO Shanghai Zhonghua
- --------------------------
BDO Shanghai Zhonghua Certified Public Accountants