8-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                   FORM 8-K/A
                                 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

         Item 4.01 of the Current  Report on Form 8-K as filed  January 12, 2005
has been amended as follows for the purpose of  addressing  the dismissal of the
registrant's  independent  registered  public  accounting  firm  and to  clarify
disclosure found in the third paragraph of this report.

         On  January 4, 2005,  China  Digital  Wireless,  Inc.  (the  "Company")
dismissed 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.  The  dismissal  was  approved  by the  Company's  Board of  Directors  by
resolutions  contained  in the form of a  unanimous  consent  in lieu of special
meeting, which resolutions were deemed effective January 6, 2005.

         In June 2004, the Company  completed an exchange  transaction  with the
shareholders of Sifang Holdings Co., Ltd ("Sifang") resulting in Sifang becoming
a wholly-owned  subsidiary of the Company.  The  transaction  also resulted in a
recapitalization  of the  company  with  Sifang  becoming  the  survivor  of the
transaction  for accounting  purposes.  As such, no  accountant's  report on the
financial  statements of Sifang for the fiscal years ended December 31, 2003 and
2002,  respectively,  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,  and the nine months ended September 30, 2004, for
which review  services were provided,  and through  January 6, 2005 there was no
disagreement 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 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 21, 2005


























                                      -3-

EX-16.1

Exhibit 16.1

                      Letterhead of BDO Shanghai Zhonghua






January 21, 2005

Securities and Exchange Commission
450 5th Street
Washington, D.C. 20549







We have been  furnished  with a copy of the  response to Item 4.01 of Form 8-K/A
for the event  that  occurred  on  January  4,  2005,  to be filed by our former
client,  the 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

CORRESP

                      Letterhead of Jackson Walker, L.L.P.


                                January 21, 2005


United States Securities and Exchange Commission
450 Fifth Street, NW
Mail Stop 04-09
Washington, D.C.  20549

Attn:    Rachel Zablow, Staff Accountant

         Re:      Form 8-K filed 1/12/05; File No. 0-12536

Dear Madam or Sir:

         China  Digital  Wireless,  Inc.  (the  "Company")  is in receipt of the
Staff's Letter of Comments (the "Letter")  dated January 14, 2005 with regard to
its Current  Report on Form 8-K (the  "Report") as filed with the  Commission on
January 12, 2005. The Company's  responses to the Staff's comments are set forth
below, with each below numbered response corresponding to the similarly numbered
comment found in the Letter:

         1. The Company has filed an amendment to the Report to include  therein
an unqualified  statement  that the Company's  former  accountant,  BDO Shanghai
Zhonghua Certified Public Accountants was dismissed on January 4, 2005.

         2. The Staff is  supplementally  advised  that the  Report has not been
amended to disclose uncertainty regarding the ability of the Company to continue
as a going concern based on the following  analysis.  In June 2004,  the Company
completed  a stock  exchange  transaction  with the  holders of the  outstanding
capital stock of Sifang Holdings Co., Ltd. ("Sifang").  The exchange transaction
resulted  in a  recapitalization  of  the  Company,  with  Sifang  becoming  the
accounting survivor for reporting purposes.  The audited financial statements of
Sifang  for  fiscal  2002 and 2003  did not  contain  an  adverse  opinion  or a
disclaimer of opinion nor were they modified as to  uncertainty,  audit scope or
accounting   principals   requiring   disclosure  under  Item  304(a)(1)(ii)  of
Regulation  S-B,  and as such no  modification  to the  Report  has  been  made.
However,  the third  paragraph  of the Report,  as amended,  has been revised to
state that the audit reports  referenced  therein were issued with regard Sifang
and that during the audited periods,  December 31, 2003 and 2002,  respectively,
no disclosable event under Item 304(a)(1)(ii) occurred.





United States Securities and Exchange Commission
January 21, 2005
Page 2




         The  Company  hopes that the  foregoing  is  responsive  to the Staff's
comments. Should the Staff have additional comments or questions,  please do not
hesitate to direct same to both the Company and the undersigned.

                                                     Very truly yours,

                                                     /s/  George L. Diamond

                                                     George L. Diamond

cc:      Tai Caihua, President