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-