SecProbe.io

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                     [Preston Gates & Ellis LLP letterhead]

                                November 15, 2005

Cicely D. Luckey
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.
                  000-12536
                  Form 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 October 5,
2005:

1.       Comment.  We have  reviewed  your response to comment 2 and continue to
         question your basis for classifying  these amounts as permanent  equity
         at year-end. As previously requested, please tell us what consideration
         was given to paragraph 11 of SFAS 150.

         Response.  The Company does not believe  that  Paragraph 11 of SFAS 150
         applies.  In this case,  the option to  repurchase  the shares was only
         exercisable  after the date that was six months after the Company filed
         a registration statement registering the shares up to and including the
         earlier  of the date  that such  registration  statement  was  declared
         effective  by the  Commission  or the shares were  eligible  for resale
         under Rule 144 under the Act. As a result, the option was not effective
         or  exercisable at inception or at the date of the balance sheet in the
         Company's Form 10-KSB. In fact, the obligation to repurchase the shares
         never became  exercisable  because the Company filed such  registration
         statement and the Commission declared it effective less than six months
         later.  Because of the conditional  nature of this option,  the Company
         concluded  that it did  not  meet  the  definition  of a  "freestanding
         financial  instrument"  under  SFAS  150.  Additionally,   the  Company
         concluded  that the option did not fall within any other examples cited
         in paragraph 11.

2.       Comment.  Further  to the  previous  comment,  we  also  question  your
         position  that the  expiration  of the options  subsequent  to year-end
         would be considered a Type I subsequent event. Type 1 subsequent events

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Cicely D. Luckey
November 15, 2005
Page 2

         are those that provide  additional  evidence with respect to conditions
         existing at the balance  sheet date.  As of the balance  sheet date the
         option was still  exercisable and therefore it does not appear that you
         meet  the  criteria  in  paragraph  16 of SFAS 140 to  derecognize  the
         liability under this obligation at year-end. Please revise accordingly.

         Response. For the reasons stated in our response to Comment 1 above, we
         concluded  this was not a liability and therefore  would not be subject
         to paragraph 16 of SFAS 140.

3.       Comment. We reviewed your response to our prior comment 5. Based on the
         disclosure  in your  financial  statements  these  advances are to help
         Sifang  Information  purchase mobile phones and to establish  marketing
         for channel  distribution that will enable you to become a distributor.
         Please  clarify if this advance  solely  benefits  your  company.  Also
         advise us the repayment terms of the advance.

         Response. Shanghai TCH Data Technology Co., LTD ("TCH"), a wholly-owned
         subsidiary of the Company,  has entered into an agreement with Shanghai
         Sifang Information  Technology Co., Ltd. ("Sifang Information") whereby
         Sifang Information  purchases cell phones from cell phone manufacturers
         and sells such phones to TCH at the actual  cost.  This  advance  soley
         benefits the Company.  TCH distributes the cell phones to customers via
         TCH's marketing  channels.  TCH collects  payment from the distribution
         from the  customers  and  compensates  Sifang  Information  accordingly
         pursuant to the agreement.  The outstanding amount due from Sifang will
         be repaid back to TCH on demand by TCH.

         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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