UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
China Digital Wireless, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
169383-10-6
(CUSIP Number)
Tai Caihua
429 Guangdong Road
Shanghai, China 200001
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 8, 2005
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
(Page 1 of 5 Pages)
CUSIP No. 169383-10-6 13D Page 2 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TAI CAIHUA
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
PEOPLE'S REPUBLIC OF CHINA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 8,639,220 SHARES (1)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,639,220 SHARES
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,639,220 SHARES
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
SEE FOOTNOTE (1) BELOW
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.76% (2)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
________________________________________________________________________________
(1) Excludes the 1,791,743 shares held by Shi Ying, Mr. Tai's wife, and as to
which Mr. Tai disclaims beneficial ownership.
(2) The calculation is based on a total of 17,018,692 shares of Common Stock
outstanding as of August 10, 2005, as reported by the Issuer in its Form 10-QSB
filed with the Securities and Exchange Commission on August 12, 2005.
CUSIP No. 169383-10-6 13D Page 3 of 5 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SHI YING
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
PEOPLE'S REPUBLIC OF CHINA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 1,791,743 SHARES (3)
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,791,743 SHARES
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,791,743 SHARES
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
SEE FOOTNOTE (3) BELOW
[X]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.53% (2)
________________________________________________________________________________
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
________________________________________________________________________________
(3)Excludes the 9,510,021 shares held by Tai Caihua, Ms. Shi's husband, as to
which Ms. Shi disclaims beneficial ownership. Also excludes the 275,652 shares
held by Huang Wei, Ms. Shi's sister, and as to which Ms. Shi disclaims
beneficial ownership.
Item 1. Security and Issuer
This Amendment No. 1 to the Statement on Schedule 13D dated June 23, 2004
relates to shares of Common Stock, par value $0.001 per share ("Common Stock"),
of China Digital Wireless, Inc., a Nevada corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 429 Guangdong Road,
Shanghai, China 200001.
This Amendment No. 1 is filed as a result of a disposition of 870,801
shares of Common Stock by the reporting person and amends and supplements the
Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on
July 7, 2004 as set forth below.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by adding the following paragraph at the end of the
item:
On September 8, 2005 Mr. Tai disposed of 870,801 shares of Common Stock by
gift.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows:
Pursuant to Rule 13d-3(a) of the Securities Exchange Act of 1934, as of
September 8, 2005, Mr. Tai may be deemed to be the beneficial owner of 8,639,220
shares of the Issuer's Stock, which constitute approximately 50.76% of the
17,018,692 shares of the Issuer's Stock outstanding at September 8, 2005. Mr.
Tai exercises sole voting power and sole dispositive power with respect to all
such shares of which he is the beneficial owner.
As of September 8, 2005, Ms. Shi may be deemed to be the beneficial owner
of 1,791,743 shares of the Issuer's Stock, which constitute approximately 10.53%
of the 17,018,692 shares of the Issuer's Stock outstanding at September 8, 2005.
Ms. Shi exercises sole voting power and sole dispositive power with respect to
all such shares of which she is the beneficial owner.
Except as disclosed herein, neither Mr. Tai nor Ms. Shi has effected any
transactions in the Issuer's Stock during the preceding 60 days.
Page 4 of 5 Pages
Signature
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: September 16, 2005
/s/ Tai Caihua
---------------------
Tai Caihua
/s/ Shi Ying
---------------------
Shi Ying
Page 5 of 5 Pages