FORM 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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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 12, 2007
CHINA DIGITAL WIRELESS, INC.
(Exact name of registrant as specified in its charter)
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Nevada 000-12536 90-0093373
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
Services-Business Services,
0000721693 NEC [7389] 06628887
(Central Index Key) (Standard Industrial Classification) (Film Number.)
429 Guangdong Road
Shanghai 200001
People's Republic of China
(Address of principal executive offices, including zip code)
(86-21) 6336-8686
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
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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 (see General Instruction A.2. below):
|_| 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))
Item 4.01 Change in Registrant's Certifying Accountant
a) Previous independent registered public accounting firm
On January 2, 2007, Grobstein, Horwath & Company LLP ("GHC") informed the
Company by written letter that it was resigning as the certifying accounting
firm for the Company and its subsidiaries effective immediately.
GHC's audit report of the Company's consolidated financial statements for the
past two (2) years (Fiscal Year 2004 ending December 31, 2004 and Fiscal Year
2005 ending December 31, 2005) did not contain any adverse opinion or a
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles
At no time during the period that GHC was the Company's certifying accountant
were there any disagreements with the Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements, if not resolved to the satisfaction of GHC,
would have caused GHC to make reference to the subject matter of such
disagreements in connection with its report on the Company's financial
statements.
In addition, no reportable events, as defined in Item 304(a)(1)(v) of Regulation
S-K, occurred during the Company's two most recent fiscal years and the
subsequent interim period through the date of GHC's resignation.
The Company provided GHC with a copy of this Current Report on Form 8-K prior to
its filing with the Securities and Exchange Commission and requested that GHC
furnish a letter addressed to the Commission stating whether or not GHC agrees
with the statements noted above. A copy of GHC's letter responding to that
request, dated January 12,2007, is attached as Exhibit 16.1 to this Current
Report on Form 8-K.
(b) New independent registered public accounting firm
Effective January 12, 2007 the Company's board of directors approved the
selection of Zhong Yi (Hong Kong) C.P.A. Company Limited as its independent
registered public accounting firm.
During the Company's two most recent fiscal years and the interim period through
the date of this report, neither the Company nor anyone on its behalf has
consulted with Zhong Yi (Hong Kong) C.P.A. Company Limited regarding any of the
matters referenced in Item 304(a)(2) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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16.1 Letter from Grobstein, Horwath & Company LLP to the Securities and
Exchange Commission Dated on January 12, 2007.
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.
Date: January 12, 2007
/s/Tai Caihua
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Tai Caihua
President
EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter from Grobstein, Horwath & Company LLP to the Securities and
Exchange Commission Dated on January 12, 2007.