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.
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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
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