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[Preston Gates Ellis LLP Letterhead]



                                 July 20, 2005



Cicely D. Luckey
Kelly McCusker
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  China Digital  Wireless,  Inc.Form  10-KSB for the Year Ended  December 31,
     2004, File No.  000-12536Form  10-QSB for the Quarter Ended March 31, 2005,
     File No. 000-12536

Dear Ladies and Gentlemen:

     On behalf of our client China  Digital  Wireless,  Inc. (the  Company),  in
connection with the above  referenced  reports,  we are hereby providing you the
following  supplemental  responses to the comments in your letter dated June 30,
2005:

Form 10-KSB for the fiscal year ended December 31, 2004
-------------------------------------------------------

Note 2  Summary of Significant Accounting Policies
--------------------------------------------------

1.   Comment.  Advise  us how you  considered  FIN 46(R) as it  relates  to your
     relationship  with  Sifang  Information  and  Tianci  Group in light of the
     rights obtained through the information service and cooperation  agreements
     and funding of working capital needs.


          Response.  We first  considered  whether either Sifang  Information or
          Tianci Group possessed one of the following characteristics that would
          make it a Variable Interest Entity (VIE):

     1.   The entity is thinly capitalized from an equity point of view.

     2.   Residual equity holders do not control the entity.

     3.   Equity  holders  do not  participate  fully  in an  entity's  residual
          economics.

     4.   The entity was established with non-substantive voting interests.

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     Based  on our  review  of the  financial  statements  of both  entities  we
     concluded  that  both  were  adequately   capitalized  and  had  their  own
     substantial  operations other than the related party  transactions they had
     engaged in with the Company. We also concluded that, in both instances, the
     equity  holders  controlled  the  entities,  participated  fully  in  their
     residual  economics and held substantive voting interests.  Therefore,  the
     Company  concluded that the VIE determinates as noted above do not apply to
     Sifang Information and Tianci Group.

     Furthermore,  Under  FIN 46, an entity  that is not a VIE is  considered  a
     "voting  interest  entity".   In  a  voting  interest  entity,  the  equity
     investment  is deemed  sufficient  to  absorb  the  expected  losses of the
     entity,  and the  equity  investment  has all of the  characteristics  of a
     controlling  financial  interest.  As a result,  voting  rights are the key
     determinant for determining  which entity,  if any, should  consolidate the
     entity.  Boulder/Sifang  Holdings/TCH  has no  voting  interest  in  Sifang
     Information  and Tianci  Group that would  require  consolidation  based on
     GAAP.

Note 3  Equity Transactions, page F-15
--------------------------------------

2.   Comment.  Please  tell us the  nature of your  relationship  with the three
     investors that you issued 1,315,789 shares of common stock on June 28, 2004
     and how you  determined  the  issuance of shares below the market price was
     not a  compensatory  arrangement.  In addition,  clarify if the shares were
     actually issued in June 2004 or if they were held in escrow as well.


     Response.  The parties were not related to the Company nor did they perform
     any services for the Company.  As a result,  the  transaction  was solely a
     capital transaction where the shares were issued to three outside investors
     in a capital raising activity.  The shares were issued on June 28, 2004 and
     held in  escrow  until  November  12,  2004,  the  date  that  the  related
     registration statement on Form SB-2 was filed.

3.   Comment.  We note  for the  options  granted  to  certain  shareholders  to
     repurchase  their  shares at $1.14 per share you  considered  Topic D-98 in
     accounting  for the  options.  Advise  us what  consideration  was given to
     paragraph 11 of SFAS 150 as it relates to  classifying  these  amounts as a
     liability  at year-end.  Further,  since the  contingency  was not resolved
     until  after  year-end,  tell us your basis in GAAP for  classifying  these
     amounts in permanent equity at December 31, 2004.



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     Response.  Based on  conditions  that existed at the balance sheet date, it
     was more likely than not that the options would expire. Since this involved
     the  settlement  of  estimated  liabilities,  we  believe  that the  actual
     expiration  of the options  would then be  considered  a Type 1  subsequent
     event that requires the financial statements to be adjusted.

Form 10-QSB for the fiscal quarter ended March 31, 2005
-------------------------------------------------------

Consolidated  Statements  of Income,  page F-2,  Note 2 Summary  of  Significant
--------------------------------------------------------------------------------
Accounting  Policies,  Revenue Recognition,  Advertising Service Revenues,  net,
--------------------------------------------------------------------------------
page F-8
--------

4.   Comment.  Tells  us  how  you  considered  EITF  99-19  as  it  relates  to
     Advertising Service Revenues.

     Response.  The  Company  is not  the  primary  obligor  in  the  applicable
     advertising  arrangement.  Further,  the Company  receives a fixed fee from
     Shanghai Sifang Media Co., Ltd with respect to this  arrangement and has no
     latitude in  determining  prices,  indicating  that the revenues  should be
     netted with the  associated  costs  (EITF  99-19).  Therefore,  the Company
     recorded the Advertising  Service Revenues net in the financial  statements
     as of March 31, 2005.

Consolidated Statements of Cash Flows, page F-4
-----------------------------------------------

5.   Comment.  Since  the  nature  of  certain  related  party  advances  are to
     facilitate  revenue-generating activities on behalf of the company, tell us
     your basis for presenting these amounts as an investing  activity versus an
     operating  activity on the Statements of Cash Flows.  In addition,  explain
     how the $3.0 million and $2.4 million  advances,  related to the March 2005
     agreements as disclosed on page F-14,  were  recorded in your  Statement of
     Cash Flows.


     Response.  Both the $3.0  million and the $2.4  million  advances  meet the
     definition of and were  classified as investing  activities on the Companys
     Statement of Cash Flows.  The $3.0 million relates to an advance of cash to
     a related  company  to  finance  its future  operations.  The $2.4  million
     relates to advancement of funds to a related party to for the investment in
     a digital media company that the assets will be transferred to the Company.



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     As you requested in your letter dated June 30, 2005, enclosed please find a
     letter from the Company making the requested  acknowledging  statement.  If
     you have any questions or comments  regarding the foregoing,  please do not
     hesitate to contact me at (206) 370-6651.

                                     Very truly yours,

                                     Preston Gates & Ellis llp

                                     /s/ Kristy T. Harlan

                                     By: Kristy T. Harlan









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