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<SEC-DOCUMENT>0001010549-06-000105.txt : 20060217
<SEC-HEADER>0001010549-06-000105.hdr.sgml : 20060217
<ACCEPTANCE-DATETIME>20060217151051
ACCESSION NUMBER:		0001010549-06-000105
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20051229
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060217
DATE AS OF CHANGE:		20060217

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CHINA DIGITAL WIRELESS INC
		CENTRAL INDEX KEY:			0000721693
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		IRS NUMBER:				900093373
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12536
		FILM NUMBER:		06628887

	BUSINESS ADDRESS:	
		STREET 1:		429 GUANGDONG ROAD
		CITY:			SHANGHAI
		STATE:			F4
		ZIP:			200001
		BUSINESS PHONE:		86-21 6336-8686

	MAIL ADDRESS:	
		STREET 1:		429 GUANGDONG ROAD
		CITY:			SHANGHAI
		STATE:			F4
		ZIP:			200001

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BOULDER ACQUISITIONS  INC
		DATE OF NAME CHANGE:	20020430

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BOULDER BREWING CO
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>cdwi8k122905.txt
<TEXT>

                                  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

                                December 29, 2005
                Date of Report (Date of earliest event reported)

                          China Digital Wireless, Inc.
             (Exact name of registrant as specified in its charter)


         Nevada                        333-120431                 90-0093373
(State or other jurisdiction          (Commission             (I.R.S. Employer
     of incorporation)                File Number)           Identification No.)

                               429 Guangdong Road
                             Shanghai, China 200001
              (Address of Principal Executive Offices and Zip Code)

                              (011) 86-21-6336-8686
              (Registrant's telephone number, including area code)

                                       N/A
          (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 (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))


<PAGE>

Item 1.01         Entry into a Material Definitive Agreement

On December 29, 2005,  Shanghai TCH Data Science & Technology Co. Ltd ("TCH"), a
wholly-owned subsidiary of China Digital Wireless, Inc. (the "Company"), entered
into a series of  agreements  to  purchase  (i) 95% of the equity  interests  of
Shanghai Kena Energy Saving  Electric Co Ltd ("Kena") for an aggregate  purchase
price of RMB 28,500,000;  (ii) a related patent from one of the  stockholders of
Kena for RMB 11,000,000;  and (iii) related rights to make a patent  application
from one of the  stockholders of Kena for RMB 11,000,000.  On February 10, 2006,
these agreements were amended to impose an additional condition on Zhang Naiyao,
the transferor of the patent and the right to make the patent application,  that
if he fails to provide the necessary technical assistance services to enable TCH
to use the patented  technology in producing products on a large scale that meet
the standards set by TCH within one year, TCH shall have the right to demand for
the return of the relevant  payment received by him in full and to terminate the
agreement  for  the  assignment  of the  patent  and  the  right  to  apply  for
registration  of the patent.  The amendments  also set forth the arrangement for
payment of purchase  price between TCH and Shanghai  Sifang Co. Ltd  ("Sifang").
The purchase price for both the equity  interests in Kena and the  consideration
for purchase of the patent and the right to apply for registration of the patent
shall be paid by Sifang on behalf of TCH.  Sifang is an affiliate of the Company
in that Sifang's stockholders are also stockholders of the Company. According to
the amended agreements,  the amount of the purchase consideration paid by Sifang
on behalf of TCH will be applied to offset the trade  receivables owed to TCH by
Sifang. English summaries of the agreements,  as amended, are attached hereto as
exhibits and incorporated herein.

Kena was  established  on April 26, 2005,  by American  Electronics  Science and
Technology,  SCT  Holdings  Electrical  PTE Ltd and  Tianci  Group of China.  It
specializes  in the  research,  development  and  manufacture  of  energy-saving
products,  as well as  illumination  projects  in China.  The  patent and patent
application  mentioned above relate to a "three phase transformer" which is used
in  connection  with a power supply system and utilizes  technology  that allows
manufacturers to produce  transformers with high energy transfer efficiency at a
low costs.  This  technology  is expected to be  available  for mass  production
within one year.

The transactions are subject to regulatory  approval in The People's Republic of
China.

Item 9.01         Financial Statements and Exhibits

(d)      Exhibits.

The exhibits listed below, which are filed with this report on Form 8-K, are
English summaries of the documents indicated, which were originally prepared and
executed in Chinese.

Exhibit No.       Description
- -----------       -----------

10.1              English Summary of the Equity Transfer Termsheet.




                                       2
<PAGE>

10.2              English Summary of the Agreement relating to the assignment of
                  debt under the Equity Transfer Agreement.

10.3              English Summary of an Agreement relating to transfer of patent
                  ownership.

10.4              English Summary of an Agreement  relating to transfer of right
                  to make patent application.

10.5              English  Summary of an Agreement in relation to  assignment of
                  debt under the Agreements for the transfer of patent rights.
























                                       3
<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  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 and Chairman of the Board


Dated: February 15, 2006

















                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>cdwi8kex101122905.txt
<DESCRIPTION>ENGLISH SUMMARY OF THE EQUITY TRANSFER TERMSHEET
<TEXT>

                                                                    Exhibit 10.1

                    Summary of the Equity Transfer Agreement


Transferors               - Tai Yi  (holder  of 38% total  equity  interest  in
                           Shanghai  Kena  Energy  Saving  Electric Co Ltd ("the
                           Company");

                           - Zheng Chang (holder of 32% total equity interest in
                           the Company);

                           - Zhang Naiyao  (holder of 25% total equity  interest
                           in the Company).

Transferee                 Shanghai TCH Data Science & Technology Co. Ltd

The Transfer               Transferors to transfer 95% total equity  interest in
                           the  Company  to the  Transferee,  together  with all
                           rights  attached  (including  but not  limited to the
                           right to receive  dividends  and the right to appoint
                           directors)

Consideration              Transferee  to pay a  total  consideration  in sum of
                           RMB28,500,000.00 to the Transferors:
                           - Payment  of  RMB11,400,000  to Tai Yi for 38% total
                           equity interest in the Company;
                           -  Payment  of  RMB9,600,000  to Zheng  Chang for 32%
                           total equity interest in the Company
                           - Payment  of  RMB7,500,000  to Zhang  Naiyao for 25%
                           total equity interest in the Company

Date of the Agreement      29 December 2005

Effective date of the      Date of registration of the Transfer
Transfer

Payments of                - Payments  to be made  within 10 working  days after
consideration              the registration of the Transfer has been approved by
                           the State Administration for Industry and Commerce
                           - Payments to be made to the  Transferors by Shanghai
                           Sifang Co. Ltd on behalf of the  Transferee  (details
                           of such  arrangement to be agreed by the  Transferors
                           and the Transferee and Shanghai Si Fang Co. Ltd)


Tax                        Each party shall bear their own tax liability




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>cdwi8kex102122905.txt
<DESCRIPTION>ENGLISH SUMMARY OF THE AGREEMENT
<TEXT>

                                                                    Exhibit 10.2

           Summary of the Agreement relating to the assignment of debt
                       under the Equity Transfer Agreement

Parties                    1.  Shanghai  TCH  Data  Science  &  Technology   Co.
                           Ltd(i(degree)Ai+/-)
                           2. Tai Yi; Zheng Chang; Zhang Naiyao ("B");
                           3. Shanghai Sifang Co. Ltd("C")

Date of the Agreement      29  December  2005 (as  amended by the  parties on 10
                           February 2006)

Assignment  of debt        Parties agree that:-
(which is owed by A to     - C shall pay the debt of  RMB28,500,000  (being  the
B under the Equity         consideration  payable  to B  pursuant  to the Equity
Transfer Agreement)        Transfer Agreement) to B on behalf of A;
from A to C                - The  obligation  of A to pay  the  above  debt to B
                           under the Equity Transfer  Agreement shall deem to be
                           fulfilled  upon the  receipt of the above  funds by B
                           from C
                           - the amount of  RMB28,500,000  shall be settled by C
                           for and on  behalf of A. The  amount of the  purchase
                           consideration  paid  by C on  behalf  of  A  will  be
                           applied to offset the trade  receivables owed to A by
                           C.

Method of payment          - C shall  pay B  within 5  working  days  after  the
                           receipt of written notice from A
                           - C shall bear the responsibility if the payments are
                           not made in accordance with the  instructions  stated
                           in the written notice issued by A

                           - B may require A to pay directly only if:-
                           a. C fails to pay for more than 30 days;
                           b. C gives  written  notice  to B  indicating  that C
                           would  not   fulfill  the   obligation   to  pay  the
                           consideration;  or c.
                           C loses the ability to pay the consideration

Penalty for late payment   C shall pay B a penalty in the amount of 2.1/10000 of
                           the  unpaid   amount   each  day  from  the  date  of
                           non-payment until payment is made.

Tax                        Each party shall bear their own tax liability





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>cdwi8kex103122905.txt
<DESCRIPTION>ENGLISH SUMMARY OF THE AGREEMENT
<TEXT>



                                                                    Exhibit 10.3

        Summary of an Agreement relating to transfer of patent ownership

Transferor                 Zhang  Naiyao - the sole owner of the  utility  model
                           patent right of a type of power transformer

Transferee                 Shanghai TCH Data Science & Technology Co. Ltd

The Transfer               - the Transferor shall transfer to the Transferee his
                           patent   right   [Reference   no.  for  the   patent:
                           ZL200320123062.9
                           Effective period of the Patent: 10 years ;
                           Date of announcing patent ownership: 9 February 2005]
                           - the Transferor shall provide the Transferee with:-
                           > all documents relating to its patent application;
                           > all documents issued by China Patent Office;
                           > all certificates issued by China Patent Office

Consideration              the Transferee  shall pay the sum of RMB11,000,000 to
                           the Transferor

Date of the Agreement      29 December 2005

Payment of                 -  Payment  shall  be made by the  Transferee  or any
consideration              third party  appointed  by the  Transferee  within 10
                           days   after  the   receipt   of  "Change  of  Patent
                           Applicant" by the Transferee and the approval of such
                           change by the State Intellectual Property Office.

Penalty for breach of      - If the Transferor refuses to provide the Transferee
the Agreement              with  information  required  under the  Agreement  to
                           comply  with  the  procedures  of the  Transfer,  the
                           Transferee  shall  be  entitled  to  demand  for  the
                           payment of RMB50,000 as compensation;
                           - If the  Transferee  is in breach of the  Agreement,
                           the  Transferor  shall  be  entitled  to  demand  for
                           payment of  RMB50,000 as  compensation  and to demand
                           for the return of information provided.







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>cdwi8kex104122905.txt
<DESCRIPTION>ENGLISH SUMMARY OF THE AGREEMENT
<TEXT>

                                                                    Exhibit 10.4

Summary of an Agreement relating to transfer of right to make patent application

Transferor                 Zhang  Naiyao  - owner of the  right  to make  patent
                           application  in  relation  to the  invention-creation
                           right of a type of power transformer

Transferee                 Shanghai TCH Data Science & Technology Co. Ltd

The Transfer               - the Transferor shall transfer to the Transferee his
                           right to make patent application
                           Reference no. for patent application: 200310124510.1;
                           - the Transferor shall provide the Transferee with:-
                           > all documents relating to its patent application;
                           > all documents issued by China Patent Office;
                           > all certificates issued by China Patent Office

Consideration              the Transferee  shall pay the sum of RMB11,000,000 to
                           the Transferor

Date of the Agreement      29 December 2005

Payment of consideration   -  Payment  shall  be made by the  Transferee  or any
                           third party  appointed  by the  Transferee  within 10
                           days   after  the   receipt   of  "Change  of  Patent
                           Applicant" by the Transferee and the approval of such
                           change by the State Intellectual Property Office.

Penalty for breach of      - If the Transferor refuses to provide the Transferee
the Agreement              with  information  required  under the  Agreement  to
                           comply  with  the  procedures  of the  Transfer,  the
                           Transferee   shall  be  entitled  to  terminate   the
                           Agreement,  to demand for the return of consideration
                           paid and to demand for the payment of compensation of
                           RMB100,000
                           -  If  the   Transferor   delays  in  providing   the
                           Transferee  with  information  under the Agreement to
                           comply  with  the  procedures  of the  Transfer,  the
                           Transferee  shall  be  entitled  to  demand  for  the
                           payment of compensation, of RMB100,000 per week; and,
                           if payment has not been made within 2 months from the
                           date of which it is due, to terminate the agreement
                           - If the Transferee refuses to pay the consideration,
                           the  Transferor  shall be entitled to  terminate  the
                           Agreement,  to demand for the  return of  information
                           provided   and  to   demand   for  the   payment   of
                           compensation of RMB100,000
                           -  If   the   Transferee   delays   in   paying   the
                           consideration,  the  Transferor  shall be entitled to
                           demand for  interest  accrued and, if payment has not
                           been made  within 2 months  from the date of which it
                           is due, to terminate  the Agreement if the payment is
                           not  made  within 2  months,  and  demand  a  penalty
                           payment of RMB100,000.








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>cdwi8kex105122905.txt
<DESCRIPTION>ENGLISH SUMMARY OF THE AGREEMENT
<TEXT>

                                                                    Exhibit 10.5

            Summary of an Agreement in relation to assignment of debt
             under the Agreements for the transfer of patent rights

Parties                    1.  Shanghai TCH Data  Science &  Technology  Co. Ltd
                           ("A")
                           2.  Zhang  Naiyao  ("B") -  owner  of  patent  rights
                           (utility  model  patent  right  and the right to make
                           patent     application    in    relation    to    the
                           invention-creation   rights)   of  a  type  of  power
                           transformer;
                           3. Shanghai Si Fang Co. Ltd ("C")

Date of the Agreement      29  December  2005 (as  amended by the  parties on 10
                           February 2006)

Assignment of debt (which  Parties agree that:-
is owed by A to B  under   - C shall  pay  the  debt  of  RMB22,000,000  to B on
the 2 Agreement relating   behalf of A;
to the utility model       - The  obligation  of A to pay  the  above  debt to B
patent right and the       under the 2  Agreement  relating  to the  transfer of
invention-creation         patent  rights  shall deem to be  fulfilled  upon the
patent rights) from A      receipt of the above sum by B
to C                       - the amount of  RMB22,000,000  shall be settled by C
                           for and on  behalf of A. The  amount of the  purchase
                           consideration  paid  by C on  behalf  of  A  will  be
                           applied to offset the trade  receivables owed to A by
                           C.
                           Provided  that if B fails to  provide  the  necessary
                           technical  assistance services to enable A to use the
                           patented  technology in producing products in a large
                           scale  that meets the  standards  set by A within one
                           year, A shall have the right to demand for the return
                           of  relevant  payment  received  by B in full  and to
                           terminate the agreement.

Method of payment          - C shall  pay B  within 5  working  days  after  the
                           receipt of written notice from A
                           - C shall bear the responsibility if the payments are
                           not made in accordance with the  instructions  stated
                           in the written notice issued by A
                           - B may require A to pay directly only if:-
                           a. C fails to pay for more than 30 days;
                           b. C gives  written  notice  to B  indicating  that C
                           would  not   fulfill  the   obligation   to  pay  the
                           consideration;  or c. C loses the  ability to pay the
                           consideration
                           - if B fails to make the patent technically available
                           for  mass  production  within  one  year,  A shall be
                           entitled to demand for the return of relevant payment
                           (partial or total) as compensation.  The exact amount
                           of penalty will be defined in an extra agreement.

Penalty for late           C shall pay B a penalty  in the  amount of 5/10000 of
payment                    the  unpaid   amount   each  day  from  the  date  of
                           non-payment until payment is made.

Tax                        Each party shall bear their own tax liability




</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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