UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

          [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2005

                                     0-12536
                            (Commission File Number)

                          CHINA DIGITAL WIRELESS, INC.
             (Exact name of registrant as specified in its charter)




            Nevada                                        90-0093373
(State or other jurisdiction of                (IRS Employer Identification No.)
        Incorporation)                       
                                                  
                             

                               429 Guangdong Road
                   Shanghai, People's Republic of China 200001
               (Address of principal executive offices) (Zip Code)


         Issuer telephone number, including area code: (86 21) 6336-8686




Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to the filing requirements for at least the past 90 days. [X]Yes [ ]No

As of April 16, 2005,  17,018,692  of the Issuer's  $.001 par value common stock
were outstanding.

Transitional Small Business Disclosure Format: [ ]Yes [X] No 




                                                           TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION                                              PAGE


  ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets as of March 31, 2005 and 2004 (Unaudited)   F-1

     Consolidated Statements of Income and Comprehensive Income
         For the Three Months Ended March, 2005 and 2004 (Unaudited)         F-2

     Consolidated Statements of Shareholders' Equity (Unaudited)             F-3

     Consolidated Statements of Cash Flows for the Three Months
         Ended March 31, 2005 and 2004 (Unaudited)                           F-4

     Notes to Consolidated Financial Statements                              F-5


  ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS
             OR PLAN OF OPERATION                                              3

  ITEM 3.    CONTROLS AND PROCEDURES                                          7


PART II - OTHER INFORMATION

    ITEM 4.    EXHIBITS                                                        8


SIGNATURES                                                                     9





                                       2




                   CHINA DIGITAL WIRELESS INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

                                      

                                                            December 31,     March 31,
                                                                2004           2005
                                                            ------------   ------------
                                                                           (Unaudited)                                 
                                                                              
ASSETS                                                                       
                                                                             
Current assets:                                                              
   Cash and cash equivalents                                $     75,511   $    404,242
   Accounts  receivable,  net of allowance for doubtful                      
   accounts of $47,922 and $27,237                             4,619,809      3,044,340
   Inventories                                                   101,696        895,270
   Deferred tax assets                                            28,772         11,336
   Common stock proceeds held in escrow                        1,500,000              0
   Amounts due from related parties                            4,987,956      4,259,643
   Advances & deposits to suppliers                              150,412      1,472,016
                                                            ------------   ------------
Total current assets                                          11,464,156     10,086,847
                                                            ------------   ------------
Property and equipment, net                                    1,198,509      1,181,277
Deposit for business acquisition                                    --        2,160,335
                                                            ------------   ------------
                                                                             
Total assets                                                $ 12,662,665   $ 13,428,459
                                                            ============   ============                               
                                                                             
LIABILITIES AND SHAREHOLDERS' EQUITY                                         
                                                                             
Current liabilities:                                                         
   Accounts payable                                         $     55,839   $    929,301
   Deferred revenue                                              617,694        172,275
   VAT payable                                                   213,535         87,918
   Income tax payable                                            312,763        210,577
   Due to related parties                                        100,260         51,350
   Other liabilities                                             287,025        235,083
                                                            ------------   ------------
Total current liabilities                                      1,587,116      1,686,504
                                                            ------------   ------------                                      
                                                                             
Shareholders' equity:                                                        
   Common stock - $0.001 par  value, 100,000,000 shares                      
     authorized, 17,018,692 shares issued and outstanding         17,019         17,019
   Additional paid-in capital                                  4,229,974      4,229,974
   Retained earnings                                           6,828,281      7,494,689
   Accumulated other comprehensive income                            275            273
                                                            ------------   ------------
Total shareholder's equity                                    11,075,549     11,741,955
                                                            ------------   ------------
Total liabilities and shareholders' equity                  $ 12,662,665   $ 13,428,459
                                                            ============   ============

                                                                            

           See accompanying notes to consolidated financial statements

                                      F-1




                   CHINA DIGITAL WIRELESS INC. AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME

                                                      Three Months ended March 31,
                                                      ----------------------------
                                                          2004            2005
                                                      ------------    ------------
                                                       (unaudited)     (unaudited)
                                                                         
Revenues:
  Product sales                                       $  2,098,876    $    669,191
  Product sales to related parties                       1,775,000       4,060,514
  Information service revenue, net                         868,830         657,703
  Advertising service revenue, net                            --           387,954
                                                      ------------    ------------
Total revenues                                           4,742,706       5,775,362
                                                      ------------    ------------

Cost of goods sold                                       1,940,054         605,888
Cost of goods sold to related parties                    1,739,425       3,963,905
Cost of service                                            253,824         170,808
                                                      ------------    ------------
Total cost of goods sold                                 3,933,303       4,740,601
                                                      ------------    ------------
Gross profit                                               809,403       1,034,761
                                                      ------------    ------------

Operating expenses:
  Sales and marketing                                       36,236          43,289
  General and administrative                               126,181         192,039
                                                      ------------    ------------
Total operating expenses                                   162,417         235,328
                                                      ------------    ------------

Income from operations                                     646,986         799,433

Interest income (expense)                                        0             465
                                                      ------------    ------------

Income before income taxes                                 646,986         799,898

Income tax provision                                        48,524         133,490
                                                      ------------    ------------
Net income                                            $    598,462    $    666,408
                                                      ============    ============

Other comprehensive income
  Translation adjustments                             $       (330)   $         (2)
                                                      ------------    ------------

Comprehensive income                                  $    598,132    $    666,406
                                                      ============    ============

Basic earnings (loss) per share                       $       0.04    $       0.04

Weighted average shares of common stock outstanding     13,782,636      17,018,692



          See accompanying notes to consolidated financial statements.

                                      F-2




                   CHINA DIGITAL WIRELESS INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                      (In U.S. dollars, except share data)

                                                                   Additional                         Other           Total
                                          Common Stock              Paid-in          Retained     Comprehensive    Shareholders
                                     Shares          Amount         Capital          Earnings     Income (Loss)       Equity    
                                 -------------   -------------   -------------    -------------   -------------    -------------
                                                                                                           
Balance at December 31, 2003        13,782,636   $      13,783   $   1,436,217    $   5,233,652   $          12    $   6,683,664
                                                                                                                     
Recapitalization and                                                                                                 
reorganization                       1,585,705           1,586         308,465             --              --            310,051
                                                                                                                     
Shares issued for consulting                                                                                         
services                               167,895             168         604,254             --              --            604,422
                                                                                                                     
Shares issued for proceeds of                                                                                        
$190,000 and  consulting                                                                                             
services                               166,667             167         599,834             --              --            600,001
                                                                                                                     
Shares issued for net proceeds                                                                                       
of $1.5 million                      1,315,789           1,315       1,498,685             --              --          1,500,000
                                                                                                                     
Offset by issuing cost                    --              --          (217,481)            --              --           (217,481)
                                                                                                                     
Net income                                --              --              --          1,594,629            --          1,594,629
                                                                                                                     
Translation adjustment                    --              --              --               --               263              263
                                                                                                                     
Balance at December 31, 2004        17,018,692   $      17,019   $   4,229,974    $   6,828,281   $         275    $  11,075,549
                                                                                                                     
Net income (unaudited)                    --              --              --            666,408            --            666,408
                                                                                                                     
Translation adjustment                                                                                               
(unaudited)                               --              --              --               --                (2)              (2)
                                 -------------   -------------   -------------    -------------   -------------    -------------
                                                                                                                     
Balance at March 31, 2005           17,018,692   $      17,019   $   4,229,974    $   7,494,689   $         273    $  11,741,955
                                 =============   =============   =============    =============   =============    =============

                                                                        

          See accompanying notes to consolidated financial statements.

                                      F-3




                   CHINA DIGITAL WIRELESS INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                              
                                                                 Three Months ended March 31,
                                                                 ----------------------------
                                                                     2004            2005
                                                                 ------------    ------------
                                                                  (unaudited)    (unaudited) 
                                                                           
Cash flows from operating activities:                                              
  Net income                                                     $    598,462    $    666,408
  Adjustments  to  reconcile  net income to net cash provided                     
   by operating activities:                                                        
       Depreciation and amortization                                   68,856          67,684
       Bad debt expenses                                               48,624         (20,685)
       Deferred tax assets                                             (3,647)         17,437
       Changes in assets and liabilities:                                          
          Accounts receivable                                      (1,348,027)      1,596,154
          Inventories                                               1,305,562        (793,574)
          Other current assets                                       (659,649)     (1,321,604)
          Accounts payable                                            229,243         873,462
          Deferred revenue                                             (4,711)       (445,419)
          VAT payable                                                  83,414        (125,617)
          Income tax payable                                                0        (102,186)
          Due to related parties                                            0         (48,910)
          Other liabilities                                           216,206         (51,942)
                                                                 ------------    ------------
                                                                                   
Net cash provided by operating activities                             534,333         311,208
                                                                 ------------    ------------
                                                                                   
Cash flows from investing activities:                                              
  Purchase of property and equipment                                  (35,570)        (50,452)
  Amount due from related parties                                    (962,875)     (1,432,023)
                                                                 ------------    ------------
                                                                                   
Net cash used in investing activities                                (998,445)     (1,482,475)
                                                                 ------------    ------------
                                                                                   
Cash flows from financing activities:                                              
                                                                                   
  Escrow receivable                                                         0       1,500,000
                                                                 ------------    ------------
                                                                                   
Net cash provided by (used in) financing activities                         0       1,500,000
                                                                 ------------    ------------
                                                                                   
Foreign currency translation                                             (330)             (2)
                                                                 ------------    ------------
                                                                                   
Net increase (decrease) in cash and cash equivalents                 (464,442)        328,731
                                                                                   
Cash and cash equivalents, beginning of the period                  1,713,748          75,511
                                                                 ------------    ------------
                                                                                   
Cash and cash equivalents, end of the period                     $  1,249,306    $    404,242
                                                                 ============    ============
                                                                                   
Supplemental disclosure of cash flow information:                                  
  Cash paid during the year for:                                                   
       Interest                                                  $          0               0
       Income taxes                                                    48,524         218,239

                                                                    


          See accompanying notes to consolidated financial statements.

                                      F-4




NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND

         China  Digital  Wireless,   Inc.  ("CDW")  formerly  known  as  Boulder
Acquisitions, Inc.) sells mobile phones to retailers,  distributors, and related
parties and provides  information services to users of mobile phones and pagers.
Substantially  all of China Digital Wireless,  Inc.  operations are in Shanghai,
People's Republic of China (PRC).

         In order to meet ownership requirements under Chinese law that restrict
a foreign  company from  operating  in certain  industries  such as  value-added
telecommunication  and Internet  services,  CDW's  subsidiary  have entered into
information service and cooperation agreements with two of CDW's affiliates that
are  incorporated  in the China:  Sifang  Information  and Tianci.  CDW holds no
ownership  interest in Sifang  Information  or Tianci.  Sifang  Information  and
Tianci contract with China Mobile Communications  Corporation,  or China Mobile,
and China United Telecommunications  Corporation, or China Unicom, respectively,
to provide  wireless  value-added  information  services  to  wireless  receiver
customers  in China  via  China  Mobile  and China  Unicom.  Sifang  Information
transmits those services to customers of China Mobile and China Unicom on behalf
of itself and Tianci pursuant to a signed agreement  between Sifang  Information
and Tianci.

Recapitalization and Reorganization

         On June 23, 2004, Boulder Acquisitions,  Inc. ("Boulder  Acquisitions")
entered into a stock exchange  agreement with Sifang Holdings Co. Ltd.  ("Sifang
Holdings" and certain  shareholders.  Pursuant to the stock exchange  agreement,
Boulder  Acquisitions  issued  13,782,636 shares of its common stock in exchange
for a 100% equity interest in Sifang  Holdings,  making Sifang Holdings a wholly
owned subsidiary of Boulder Acquisitions.

         Boulder  Acquisitions was  incorporated  under the laws of the State of
Colorado on May 8, 1980 as Boulder Brewing Company ("Boulder Brewing").  Boulder
Brewing was the  successor  to a general  partnership  formed in 1979.  From the
initial inception of the original  partnership through 1990, Boulder Brewing was
in the business of operating a microbrewery in Boulder,  Colorado.  During 1990,
as a result of various debt defaults,  Boulder  Brewing's assets were foreclosed
upon and all business  operations  were ceased.  Boulder Brewing has effectively
had no operations,  assets or  liabilities  since its fiscal year ended December
31, 1990.

         In September 2001,  Boulder Brewing changed its state of  incorporation
from Colorado to Nevada by means of a merger with and into Boulder Acquisitions,
a Nevada  corporation  formed on  September  6, 2001  solely for the  purpose of
effecting the  reincorporation.  The Articles of Incorporation and Bylaws of the
Nevada corporation are the Articles of Incorporation and Bylaws of the surviving
corporation. Such Articles of Incorporation eliminated the provision for Boulder
Acquisitions to issue preferred stock.

         The above stock exchange  transaction resulted in those shareholders of
Sifang Holdings  obtaining a majority  voting interest in Boulder  Acquisitions.
Generally accepted accounting principles in the United States of America require
that the company whose  shareholders  retain the majority interest in a combined
business be treated as the acquirer for accounting purposes.  Consequently,  the
stock  exchange  transaction  has been  accounted for as a  recapitalization  of
Sifang  Holdings as Sifang  Holdings  acquired a controlling  equity interest in
Boulder  Acquisitions,  as of June 23,  2004.  The reverse  acquisition  process
utilizes  the  capital  structure  of  Boulder  Acquisitions  and the assets and
liabilities of Sifang Holdings recorded at historical cost.

         Sifang  Holdings  is the  continuing  operating  entity  for  financial
reporting  purposes,  and  the  financial  statements  prior  to June  23,  2004
represent Sifang Holdings'  financial position and results of operations.  As of
June 23, 2004, Boulder Acquisitions had only cash of $310,051, and shareholders'
equity of $310,051 with  1,585,705  shares of common stock  outstanding,  all of
which were included in the consolidated financial statements of Sifang Holdings.
Please see the  shareholders'  equity  statement  for the period from January 1,
2004 to March 31, 2005.  Although  Sifang Holdings is deemed to be the acquiring
corporation for financial accounting and reporting purposes, the legal status of
Boulder Acquisitions as the surviving corporation did not change.  Subsequent to
June 30, 2004, Boulder  Acquisitions changed its name to China Digital Wireless,
Inc.



                                      F-5


Business History

         CDW's  business  is  primarily   conducted   through  its  wholly-owned
subsidiary  Sifang Holdings Co., Ltd.,  (Sifang  Holdings) and its  wholly-owned
subsidiary TCH Data Technology Co., Ltd. (TCH).  Sifang Holdings was established
under the laws of the Cayman  Islands  on  February  9, 2004 for the  purpose of
acquiring  a 100%  equity  interest  in TCH.  TCH was  established  as a foreign
investment  enterprise  in Shanghai  under the laws of the PRC on May 25,  2004,
with registered capital of $7.2 million.

         CDW's  current  operations  were  originally  a  business  division  of
Shanghai  Sifang  Information   Technology  Co.  (Sifang  Information).   Sifang
Information is a Shanghai-based privately owned enterprise established under the
laws of the PRC on  August  14,  1998.  Sifang  Information  is  engaged  in the
business  of pager and  mobile  phone  distribution  and  provides  value  added
information  services to the  customers in the Shanghai  metropolitan  area.  In
March 2004, Sifang Information spun off its mobile phone  distribution  business
and the majority of its value added information services business to TCH. As the
acquiring entity under common control,  TCH initially  recognized all the assets
and liabilities  transferred at their carrying amounts in the accounts of Sifang
Information at the date of transfer under the guidance of SFAS No. 141, Appendix
D.

         On May 26,  2004,  Sifang  Information  exchanged  100%  of the  equity
interest in TCH for 100% of the equity  interest in Sifang  Holdings.  Since the
ultimate  owners  of the  three  entities  were the same  owners  and the  three
entities remained under common control,  the ownership exchange  transaction was
accounted for at historical  costs under the guidance of SFAS No. 141,  Appendix
D. Prior to May 26, 2004,  there were no  activities  in Sifang  Holdings.  As a
result of the  exchange  of  ownership  between TCH and Sifang  Holdings,  TCH's
historical  financial  statements became the historical  financial statements of
Sifang Holdings.

         As a result of the  spin-off,  TCH  engages in the  business  of mobile
phone  distribution  and  provides  pager and mobile  phone users with access to
certain value-added  information reformatted by TCH. TCH purchases mobile phones
from first tier distributors and sells them to retailers and distributors with a
mark-up. In the process of providing  value-added  information  services through
entering into monthly subscription  agreements with various users, TCH purchases
trading activity information from stock exchanges,  comments and analysis on PRC
stock markets provided by certain reputable  security and investment  companies,
lottery  information,  weather  forecast,  and other  value-added  products  and
reformats the aforementioned  information through decoding and recoding and then
has the reformatted information  transmitted by Sifang Information,  via service
contracts,  to pager users.  The value-added  information is constantly saved on
TCH's  server in order for  mobile  phone  users to dial in via China  Mobile or
China Unicom.  By signing a monthly  subscription  agreement,  wireless receiver
users  agree to make  advance  payments  for our  services  for either  three or
six-month subscription periods.

         In the spin-off  process,  the cost of sales  included in the Company's
financial  statements is directly related to the product revenue and the cost of
services is directly  related to different types of service.  The business taxes
(similar to sales taxes in the U.S.) are  related  only to service  revenue at a
tax rate of approximately  3.3%. The selling expenses are allocated based on the
relationship  between  expense  and  revenue  (such as  commission)  and payroll
records.  The  general  and  administrative  expenses  are  allocated  based  on
management  hours spent and payroll  records.  The income tax provision has been
calculated on a separate company basis and is in line with the historical actual
income tax provision at the Sifang  Information  level  assuming that all income
taxes had been paid by Sifang  Information  and no income tax  liability  was in
existence  in the periods  reported in the  accompanying  financial  statements.
Management believes that the costs,  operating expenses,  interest expense,  and
income tax  provision  included  in the  Company's  financial  statements  are a
reasonable  representation  of the  costs  and  expenses  that  would  have been
incurred if the Company had performed these functions as a stand-alone company.




                                      F-6


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

         These unaudited consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America ("GAAP") for interim financial  information and the instructions to Form
10-Q and Article 10 of Regulation S-X.  Accordingly,  they do not include all of
the  information  and  footnotes   required  by  GAAP  for  complete   financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for  a  fair  presentation  of  the
Company's  financial condition and results of operations for the interim periods
presented  in this  Form  10-Q have been  included.  Operating  results  for the
interim periods are not necessarily indicative of financial results for the full
year.  These  unaudited  consolidated  financial  statements  should  be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2004.

         The Company's  consolidated  financial  statements for the three months
ended March 31, 2004 have been derived from the historical  financial statements
and accounting  records of Sifang  Information  using the  historical  operating
results and the historical  basis of the assets and  liabilities  transferred to
the Company in accordance with accounting  principles  generally accepted in the
United States of America.  Management  believes that the assumptions  underlying
the accompanying  financial  statements are reasonable.  However,  the financial
statements that are derived from Sifang Information's  financial records may not
necessarily  reflect the Company's  results of operations and cash flows had the
Company been a stand-alone company.

Principles of Consolidation:

         The consolidated  financial statements for the three months ended March
31,  2005  include the  accounts  of CDW,  its wholly  owned  subsidiary  Sifang
Holdings,  and its wholly owned  subsidiary  TCH.(collectively,  the  "Company")
Substantially  all of CDW's  revenues  are derived from the  operations  of TCH,
which represents  substantially all of CDW's consolidated assets and liabilities
as of March 31, 2005. All  significant  intercompany  accounts and  transactions
have been eliminated.

Foreign Currency Translations and Transactions

         The Renminbi ("RMB"),  the national currency of the PRC, is the primary
currency  of the  economic  environment  in  which  the  operations  of TCH  are
conducted.  The Company  uses the United  States  dollar  ("U.S.  dollars")  for
financial reporting purposes.

         The Company  translates  TCH's assets and liabilities into U.S. dollars
using  the rate of  exchange  prevailing  at the  balance  sheet  date,  and the
statement of income is translated at average rates during the reporting  period.
Adjustments  resulting from the translation of TCH's  financial  statements from
RMB  into  U.S.  dollars  are  recorded  in  shareholders'  equity  as  part  of
accumulated comprehensive income. Gains or losses resulting from transactions in
currencies  other  than RMB are  reflected  in the  statement  of income for the
reporting periods.

Revenue Recognition

         The  Company   derives   revenues  from  the  sale  of  mobile  phones,
advertisement  designing  service  and the  provision  of  wireless  information
services  that are used on cell  phones,  pagers and prepaid  phone  cards.  The
Company  additionally earns commission income ("Agency Income") from the sale of
CDMA mobile phones on the behalf of a related party. The Company  recognizes its
revenues net of related business taxes and value added taxes.

Mobile Phone Sales:

         Revenues  generated from the sale of mobile phones are recognized  when
the products  are shipped to the  distributor  or retailer  and when  persuasive
evidence of an  arrangement  exists,  delivery  of the  products  has  occurred,
customer  acceptance has been obtained,  which means the  significant  risks and
rewards of ownership have been  transferred to the customer,  the price is fixed
or determinable and collectibility is reasonably assured.



                                      F-7


Advertising Servicing Revenue, Net:

         Advertising   revenues  are  derived  from   advertisement   designing,
masterminding and producing  services.  The Company  recognizes service revenues
over the term of noted agreement at the time of completion of the services.

Information Services:

         The  Company  recognizes  service  revenues  over the term of the noted
agreement and or when the services have been provided to the end user.

i)       Information Services - TCH:

         By signing a subscription  agreement,  wireless receiver users agree to
make payments for three to six-month  subscriptions in advance.  TCH records the
proceeds as  deferred  revenue  and  amortizes  the  deferred  revenue  over the
subscriptions period. When customers buy a pre-charged service card, the Company
records the  proceeds as deferred  revenue.  When a customer  starts to use this
card to access to the  Company's  server and starts to use a pager to access the
aforementioned  information,  the Company identifies the subscription period and
amortizes the deferred revenue over the subscription period.

ii)      Information Services - Installing Agent.

         In  response to a  retailer's  request,  the Company has an  installing
agent install the Company's  software on mobile  phones,  which are owned by the
retailer.  The retailer  sells these  phones for a premium  covering a fee to be
paid to the installing  agent and pre-charged  six-month  subscription fee to be
paid to the Company.  After a customer  using such a phone dials into the server
to access the desired  information,  the server records a unique  identification
number installed on the mobile phone, which indicates that a specific phone user
starts his or her  subscription  period.  After the Company  receives a detailed
list from the  installing  agent  regarding  the number of phones that have been
installed with the Company's software, the Company matches this information with
a detailed  list from the retailer  setting forth how many such phones have been
sold.  Based on the number of such phones  sold,  the Company  records  accounts
receivable and deferred revenue correspondingly. At the date on which a customer
starts to dial into the server, the six-month subscription period begins and the
Company amortizes deferred revenue accordingly.

iii)     Information Services - China Mobile and / or Unicom:

         Since April 2004, the revenue generated from selling  pre-charged cards
has  gradually   decreased   while  the  revenue   generated   through   monthly
subscriptions  with China  Mobile  and/or China  Unicom  (collectively,  "Mobile
Operators")  has gradually  increased as the Mobile  Operators'  billing systems
have been enhanced.  The Company's  affiliates,  Sifang Information and Shanghai
Tianci Industrial Group Co., Ltd. ("Tianci"), contract with the Mobile Operators
for the  transmission of the Company's  value-added  information  services.  The
Mobile  Operators  bill and collect from customers and then pass those fees (net
of billing and  collection  service  fees  charged by the Mobile  Operators)  to
Sifang  Information  and Tianci who in turn pass those fees to the Company.  The
Company recognizes net revenues based on the total amount paid by its customers,
for which the Mobile Operators bill and collect on behalf of the Company.  There
is a time lag  ranging  from 10 days to 45 days  between  the end of the service
period and the date the Mobile  Operators send out their billing  statements due
to the segregated billing systems of each provincial  subsidiaries of the Mobile
Operators.  The Company has not recognized  service revenue based on the records
provided by its own server but has performed a reconciliation on a monthly basis
of the revenues  recognized  by the  Company's  server to the Mobile  Operator's
billing statement.  In addition, the Mobile Operators charge a network usage fee
based on a fixed per message fee  multiplied by the excess of messages sent over
messages  received  (This type of service  is not  covered by a monthly  service
subscription  and the  Company  has no  control  whether it will occur or not.).
Network  usage fees  charged by the Mobile  Operators  are reduced for  messages
received  by the  Company  because the Mobile  Operators  separately  charge the
sender a fee for these transmissions.

         The Company  records the revenue  from China Mobile / China Unicom on a
net  basis  in  compliance  with  EITF  99-19,  "Reporting  Revenues  Gross as a
Principle versus Net as an Agent" because the Company:



                                      F-8


         o        Is not the primary obligor in the arrangement, as it relies on
                  Sifang Information to transmit the information services to the
                  end user
         o        Has  limited  ability  to  adjust  the  cost  of  services  by
                  adjusting the design or marketing of the service,
         o        Has limited  ability to  determine  prices,  the Company  must
                  follow the price policy  within  ranges  prescribed  by Mobile
                  Operators, and
         o        Has  limited   ability  to  assume  risk  of   non-payment  by
                  customers.

         The  Company's  dependence  on the  substance and timing of the billing
systems of the mobile  telecommunications  operators  may require us to estimate
portions of our reported  revenue for wireless  Internet  services  from time to
time. As a result,  subsequent  adjustments  may have to be made to our wireless
Internet  service  revenue in our  financial  statements.  As we do not bill our
wireless Internet services users directly,  we depend on the billing systems and
records of the mobile  telecommunications  operators to record the volume of our
wireless Internet services  provided,  charge our users through mobile telephone
bills and collect payments from our users and pay us.

Cash and Cash Equivalents

         The Company considers all highly liquid  investments with maturities of
three  months or less to be cash  equivalents.  The Company  maintains  its cash
accounts at credit worthy financial institutions.

Accounts Receivable and Concentration of Credit Risk

         During the normal  course of business,  the Company  extends  unsecured
credit to  retailers  and  distributors  who are mainly  located in the Shanghai
metropolitan  area.  Typically,  for mobile  phone  distributors,  credit  terms
require  payment to be made  within 30 days of the sale.  The  Company  does not
require collateral from its customers. The Company's policy is to provide for an
allowance  for  doubtful  accounts  that is based on 5% of total trade  accounts
receivable less amounts due from related parties and from the installing agent.

         The Company regularly  evaluates and monitors the  creditworthiness  of
each customer on a case-by-case basis. The Company includes any account balances
that are determined to be  uncollectible  in the overall  allowance for doubtful
accounts. After all attempts to collect a receivable have failed, the receivable
is written off against the  allowance.  The Company  believes that its allowance
for  doubtful  accounts  was  adequate as of March 31,  2004 and 2005.  However,
actual write-offs might exceed the recorded allowance.

The following table presents activities in the allowance for doubtful accounts.

                                                   December 31,     March 31,   
                                                  -------------   -------------
                                                       2004            2005    
                                                  -------------   -------------
(Unaudited)                                                             
Beginning balance                                 $      28,158   $      47,922
Additions charged to expense                             19,764            --
Recovered                                                  --           (20,685)
Actual write off                                           --              --
                                                  -------------   -------------
Ending balance                                    $      47,922   $      27,237
                                                  =============   =============
                                                

Inventories

         Inventories  consist  principally of mobile phones manufactured by name
brand  manufacturers  with various  features and are stated at the lower of cost
(weighted-average) or market.

Rebates and Credits Receivable

         In 2004, the Company's major vendor began providing rebates and credits
if the Company meets certain sales volume levels  prescribed by the vendor. As a
result,  the Company is entitled to receive  certain rebates and credits for the
inventory  held and sold by the Company  within the specified  period of time as


                                      F-9


defined by its vendor through  submitting the necessary  application  forms.  In
general,  once the  vendor  approves  these  applications  the  amounts of these
rebates and credits will be deducted from the Company's  accounts payable to its
vendor and decrease the cost of goods sold or inventory held correspondingly.

Capitalization of Software Costs

         The Company's  software is developed by an  independent  third party to
enable pager users to accept certain recoded  information  which is transmitted,
through  affiliates,  by the Company and enables mobile phone users to dial into
the Company's server. The software is for internal use and gives the Company the
ability to provide value added information services. In accordance with SOP 98-1
"Accounting  for the  Costs of  Computer  Software  Developed  or  Obtained  for
Internal  Use," the Company  capitalizes  the external  cost incurred to develop
this  internal-use  software  by  an  engineering  company  at  the  application
development  stage and amortizes  that cost over the estimated  economic life of
the software (two or three years) which is consistent  with the expected life of
a particular type of mobile phone.

Property and equipment

         Property  and  equipment  are  recorded  at cost and are  stated net of
accumulated   depreciation.   Depreciation   expense  is  determined  using  the
straight-line method over the estimated useful lives of the assets as follows:

              Buildings                                20 years
              Software                                 2-3 years
              Vehicles and other equipment             2-5 years

         Maintenance  and repairs are charged  directly to expense as  incurred,
whereas  betterment and renewals are generally  capitalized in their  respective
property accounts.

Impairment of Long-Lived Assets

The Company applies the provisions of Statement of Financial Accounting Standard
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
No. 144"), issued by the Financial Accounting Standards Board ("FASB"). SFAS No.
144 requires that long-lived  assets be reviewed for impairment  whenever events
or changes in  circumstances  indicate that the carrying  amount of an asset may
not be  recoverable  through the estimated  undiscounted  cash flows expected to
result from the use and eventual  disposition  of the assets.  Whenever any such
impairment exists, an impairment loss will be recognized for the amount by which
the carrying value exceeds the fair value. There was no impairment of long-lived
assets in the three months ended March 31, 2004 and 2005.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents,  accounts receivable, advances
and deposits to supplier,  accounts  payable and other current  liabilities  are
reasonable  estimates of their fair value because of the short maturity of these
items.




                                      F-10


Stock Based Compensation

The Company  utilizes FAS 123 "Accounting for  Stock-Based  Compensation,"  when
accounting for stock based  compensation and recognizes the fair value impact of
the compensation  granted to employees and consultants as a charge to net income
in the period that the services  associated with the  compensation are incurred.
The Company does not currently have a stock option plan.

Value Added Tax

         TCH is subject to value added tax  ("VAT")  imposed by the PRC on TCH's
domestic  product  sales.  The output VAT is charged to  customers  who purchase
mobile  phones  from TCH and the  input VAT is paid  when TCH  purchases  mobile
phones from its vendors.  The VAT rate ranges from 13% to 17%,  depending on the
types of products  purchased and sold.  The input VAT can be offset  against the
output VAT.

Income Taxes

         The Company  accounts for income taxes in accordance  with Statement of
Financial  Accounting Standards No 109, "Accounting for Income Taxes" ("SFAS No.
109"). SFAS No. 109 requires an entity to recognize deferred tax liabilities and
assets.  For the future tax consequence  attributable to the difference  between
the tax bases of  assets  and  liabilities  and their  reported  amounts  in the
financial statements. Deferred tax assets and liabilities are measured using the
enacted tax rate expected to apply to taxable income in the years in which those
temporary  differences  are expected to be  recovered or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
income in the period that includes the enactment date. The Company establishes a
valuation  when it is more  likely  than not that  that the  assets  will not be
recovered.

         The Company's  Chinese  subsidiary TCH is registered at Pudong District
in  Shanghai  and subject to a  favorable  income tax rate of 15%  compared to a
normal  income tax rate of 33% (30% for the  central  government  and 3% for the
local government)  under current PRC tax laws.  However,  Sifang  Information is
registered  in the  Shanghai  downtown  and the  area has  been  treated  by the
Shanghai  Municipal  Administration  of Labor  as an  enterprise  that  provides
unemployed and handicapped people with jobs. Accordingly,  Sifang Information is
entitled to a favorable  income tax rate of 15% and  qualifies for an income tax
exemption  for three years from January 1, 2000 to December 31, 2002,  and a 50%
income tax  reduction for three years from January 1, 2003 to December 31, 2005.
The income tax provisions  presented in the Company's  financial  statements are
based on the  historical  actual  income  tax rates of SFT at 7.5% for the three
months ended March 31, 2004.  The income tax  provision  presented for the three
months  ended  March 31,  2005 is based on 15% . The  deferred  tax  assets  are
determined based on the historical income tax rates applicable at the TCH level.

         There is no income tax for companies  domiciled in the Cayman  Islands.
Accordingly,  the Company's  financial  statements do not present any income tax
provisions related to Cayman Islands tax jurisdiction.

Use of Estimates

         The  preparation of financial  statements in conformity with accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements  and the reported  amounts of revenues and
expenses  during the reporting  period.  Actual results could differ  materially
from those estimates.

Comprehensive Income (Loss)

         The Company has adopted Statement of Financial  Accounting Standard No.
130, "Reporting Comprehensive Income" ("SFAS No. 130"), issued by the FASB. SFAS
No. 130 establishes  standards for reporting and  presentation of  comprehensive
income  (loss) and its  components  in a full set of  general-purpose  financial
statements.  The Company has chosen to report comprehensive income (loss) in the
statements of income and comprehensive  income.  Comprehensive  income (loss) is
comprised of net income and all changes to stockholders' equity except those due
to investments by owners and distributions to owners.



                                      F-11


Earnings (Loss) Per Share

         The  Company  presents  earnings  per  share  in  accordance  with  the
Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS
No. 128").  Basic earnings (loss) per share includes no dilution and is computed
by dividing  income  (loss)  available  to common  shareholders  by the weighted
average number of shares outstanding during the period.  Diluted earnings (loss)
per share reflects the potential  dilution of securities that could share in the
earnings  of an entity if they were  converted.  . The  Company did not have any
potentially dilutive common share equivalents as of March 31, 2004 and 2005.

NOTE 3 - Equity Transactions

         On June 23, 2004, the Company issued 167,895 shares of its common stock
to a consultant  for services  relating to the reverse merger that was completed
in fiscal 2004. The trading price of the Company's common stock on June 23, 2004
was $3.60 per share, accordingly, the fair value of 167,895 shares was $604,422.

         On June 23, 2004, the Company issued 166,667 shares of its common stock
in exchange for services  performed by an existing major  shareholder of Boulder
Acquisitions for his consulting  services involved with the reverse merger . The
common  stock was  issued at a price of $1.14  per share in  exchange  for gross
proceeds of $190,000  based on a stock purchase  agreement.  The $1.14 per share
price was  pre-negotiated  between the Company  and the  shareholder  before the
reverse merger had been completed. Pursuant to the stock purchase agreement, the
Company granted the existing shareholder an option which required the Company to
purchase up to the  aforementioned  166,667 shares of common stock at a price of
$1.14 per share,  such option being  exercisable at any time after the date that
is six months after the Company files a registration statement on Form SB-2 with
the SEC, registering the shares purchased by the existing shareholder, up to and
including the earlier of the date that such  registration  statement is declared
effective  by the SEC or the  existing  shareholder's  shares are  eligible  for
resale under Rule 144 under the Securities Act of 1933.  According to Topic D-98
from the SEC,  "Classification and Measurement of Redeemable  Securities," these
shares should be presented  outside the permanent  equity section.  However,  on
November 12, 2004, the Company filed a Registration  Statement on Form SB-2 with
the SEC,  for  registration  of these  securities  to be sold to the public by a
small business  issuers.  On February 8, 2005, the SEC approved the registration
filing and  accordingly,  the Company has recorded these shares in shareholders'
equity as the  contingency  surrounding  these shares  expired as of February 8,
2005.  On June 23, 2004,  the trading  price at the end of the day was $3.60 per
share. Due to the relationship  between the parties,  the difference between the
price of $1.14 per share  and the  price of $3.60  per  share  was  recorded  as
compensation by presenting $410,001 in additional paid-in capital and in general
and administrative expenses.

         On June 28, 2004, the Company issued, in aggregate, 1,315,789 shares of
its common  stock to three  investors  at a price of $1.14 per share in exchange
for gross proceeds of $1,500,000 based on a stock purchase agreement.  The $1.14
per share price was  pre-negotiated  between the Company and the investor before
the reverse  merger had been  completed.  Pursuant to the signed stock  purchase
agreement,  the Company  granted to each of the three  investors an option which
requires the Company to purchase up to the  aforementioned  1,315,789 shares, in
aggregate,  of common  stock at a price of $1.14 per share,  such  option  being
exercisable  at any time  after the date that is six  months  after the  Company
files a Registration Statement on Form SB-2 with the SEC, registering the shares
purchased by the existing  stockholder,  up to and  including the earlier of the
date that such  registration  statement is declared  effective by the SEC or the
existing  shareholder's  shares are eligible for resale under Rule 144 under the
Securities  Act of 1933.  As of December 31, 2004,  the proceeds of $1.5 million
were held in an escrow account with an agent who is related to a shareholder. As
of December 31, 2004,  the Company has treated the proceeds  held in escrow as a
current  asset as the entire  amount was released  from escrow in March 2005 and
paid to the  Company.  According  to Topic  D-98 from SEC,  "Classification  and
Measurement of Redeemable  Securities," these shares should be presented outside
the permanent equity section. However, on November 12, 2004, the Company filed a
Registration  Statement  on Form SB-2 with the SEC,  for  registration  of these
securities to be sold to the public by small  business  issuers.  On February 8,
2005, the SEC declared the registration  statement effective.  Accordingly,  the
Company has recorded  these shares in  shareholders'  equity as the  contingency
surrounding these shares expired as of February 8, 2005.

         In connection  with the June 28, 2004,  issuance of common  stock,  the
Company  incurred  share  issue  costs of  $217,481  and  accounted  for it as a
reduction of additional paid-in capital.



                                      F-12


NOTE 4 - Related Party Transactions

Related Party Relationships

         The following related parties are related through common ownership with
the major shareholder of the Company.

Merchandise Sold to Related Parties

                                                    Three months Ended March 31,
                                                        2004            2005
                                                    ------------    ------------
                                                     (Unaudited)     (Unaudited)
                                                                       
Shanghai Shantian Telecommunication Co. Ltd.           1,775,154       4,060,514
                                                    ------------    ------------
                                                       1,775,154       4,060,514
                                                    ============    ============
                                                             

         During the three  months  ended March 31,  2005,  TCH sold  Samsung GSM
mobile  phones valued at  $4,060,514  (2004 - $1,775,000)  at a 2.4% (2004 - 2%)
gross profit margin to Shantian.  Accounts  receivable  include $2,526,838 (2004
$1,583,512) due from Shantian.

Advertising Services Rendered to Related Party

                                                    Three months Ended March 31,
                                                        2004            2005
                                                    ------------    ------------
                                                     (Unaudited)    (Unaudited) 
                                                                         
Shanghai Tianci Real Estate Co. Ltd.                        --           459,131
                                                    ------------    ------------
                                                            --           459,131
                                                    ============    ============
                                                      
         In January  2005,  Shanghai  Sifang Media Co., Ltd and TCH entered into
the "Bank  Digital  TV's  Cooperation  Agreement",  where TCH will assist in the
promotion of TV ads for Shanghai  Tianci Real Estate Co. Ltd. TCH will receive a
net fee of approximately $459,000 for providing the service from January 2005 to
March 31, 2005. There is an  "Advertisement  Agency  Contract"  between Shanghai
Tianci Real Estate Co., Ltd and Shanghai  Sifang Media Co., Ltd, which continues
until November 2005 and it is expected that TCH will earn additional advertising
service revenue during the term of the Advertising Agency Contract.

         During  the  three   months   ended  March  31,   2005,   TCH  rendered
advertisement  designing  and  producing  services  to Tianci  Real  Estate  for
publicity and promoting its apartment  earned$  459,131 of  advertising  service
revenue.

Service Provided by Related Party

                                                    Three months Ended March 31,
                                                        2004            2005
                                                    ------------    ------------
                                                    (Unaudited)     (Unaudited)
                                                                         
Shanghai SFT Co., Ltd.                                   141,960         121,556
                                                    ------------    ------------
                                                         141,960         121,556
                                                    ============    ============
                                          
         In accordance with terms contained in signed service agreements between
TCH and Sifang  Information  giving  TCH the right to use  Sifang  Information's
facility  (which may not be owned by foreign  investors at the present  time) to
transmit  the   reformatted   information  the  Company  paid  service  fees  of
approximately $141,960 and $90,618 for the three months ended March 31, 2004 and
2005  respectively.  The annual  payments for the services  have  declined  from
approximately $567,000 to approximately $362,472 from January 1, 2005.



                                      F-13


         During the three months ended March 31, 2005,  Sifang  Information also
provided other management support and marketing services to TCH for $ 30,938.

Amounts Due from Related Parties

                                           December 31, 2004    March 31, 2005  
                                           -----------------   -----------------
                                                                  (unaudited)  
                                                                      
Shanghai SFT Co., Ltd.                     $       4,987,956           4,259,643
                                           -----------------   -----------------
                                                   4,987,956           4,259,643
                                           =================   =================
                                             

         In order to develop the Company's mobile phone  distribution  business,
the Company is  applying to become  Nokia's  distributor  (provincial  level) of
mobile phones.  On March 20, 2005 TCH signed  agreement with Sifang  Information
for  cooperation  on Nokia mobile  phone's  distribution,  as TCH will act as an
agent to sell Nokia phones on Sifang Information's behalf.  Currently, the final
approval from Nokia has not been  received.  As at March 31, 2005,  TCH advanced
$3,020,600 (RMB25,000,000) to Sifang Information so that when Sifang Information
is approved to  distribute  Nokia's  products  there is enough  working  capital
available to purchase Nokia mobile phones and to establish marketing for channel
distribution.

         The Company  advanced  US$  1,239,043 ( 2004 -  $1,205,000)  to provide
Sifang  Information's  needs for working  capital in order to complete  spin-off
procedures in the PRC. The Company's  management believes that the collection of
the  remaining  balance  from  Sifang  Information  is  reasonably  assured  and
accordingly, no allowance has been recorded as of March 31, 2005.

Deposit for Business Acquisition

         In March 2005, TCH signed an agreement with Tianci Group for appointing
Tianci Group as an agent for assisting  TCH's  proposal to acquire  assets and a
related  business from Shanghai  Oriental New Window Company Limited  ("Shanghai
ONW"),  whose main  business was digital  mobile  television  and digital  media
services.  To initiate the acquisition,  TCH advanced Tianci Group RMB20,000,000
(equivalent  approximately  $2,418,000) . As of March 31, 2005,  there remains a
receivable of $2,160,335 from the Tianci Group.  The  acquisition  will be under
the nominal name of Tianci Group,  after the completion of the acquisition,  all
related  assets and business will transfer from Tianci Group to TCH with no mark
up.








                                      F-14




Due to Related Parties

                                           December 31, 2004     March 31, 2005
                                           -----------------   -----------------
                                                                  (unaudited)        
                                                                         
Shanghai Tianci Real Estate Co. Ltd        $          51,350              51,350
Shanghai Tianci Industry Group Co. Ltd.               48,910                --
                                           -----------------   -----------------
                                                     100,260              51,350
                                           =================   =================
                                                               

         The  balance of $51,350  owed to Tianci  Real  Estate at March 31, 2005
represents  rental  payments for fiscal 2003 and 2004. The rental  agreement was
cancelled as of September 30, 2004. The above amounts due to related parties are
unsecured, non-interest bearing and due on demand.

NOTE 5 - SEGMENT REPORTING

         The Company currently  operates in three principal  business  segments.
Management  believes that the following table presents the useful information to
the chief  operation  decision  makers for measuring  business  performance  and
financing  needs  and  preparing  the  corporate  budget,  etc.  As  most of the
Company's  customers  are  located  in the  Shanghai  metropolitan  area and the
Company's   revenues  are  generated  in  Shanghai,   no  geographical   segment
information is presented.

                                Advertising   Mobile Phone   Mobile Phone    Beep Pagers
                                  Income      Distribution     Service         Service      Corporate        Total
                               ------------   ------------   ------------   ------------   ------------   ------------
                                                                                                 
Three months ended                                                                                          
March 31, 2004                                                                                              
Revenue                        $       --     $  3,873,876   $    520,965   $    347,865   $       --     $  4,742,706
Gross profit                           --          194,397        448,947        166,059           --          809,403
Depreciation                           --             --           54,544           --           14,312         68,856
Interest Income (Expense)              --             --             --             --             --             --
Net Income                             --          124,152        359,611        114,699           --          598,462
Expenditures for long-lived            --             --           35,570           --             --           35,570
assets                                                                                                      
                                                                                                            
Total Assets, as at December           --        2,721,741      2,443,657           --        7,497,267     12,662,665
31, 2004                                                                                                    
                                                                                                            
Three months ended                                                                                          
March 31, 2005                                                                                              
Revenue                        $    387,954   $  4,729,705   $    450,098   $    207,605   $          0   $  5,775,362
Gross profit                        387,954        159,912        346,771        140,124              0      1,034,761
Depreciation                           --             --           53,371           --           14,313         67,684
Interest Income (Expense)              --             --             --             --              465            465
Net Income                          323,211         97,491        253,167         99,037        106,498        666,408
Expenditures for long-lived            --             --           50,452           --             --           50,452
assets                                                                                                      
                                                                                                            
Total Assets, as at                                                                                         
March 31, 2005                         --        8,377,108        300,822           --        4,750,529     13,428,459

                                                                          
       


                                      F-15

                                                                          
NOTE 6 -EMPLOYEE WELFARE AND RETIREMENT BENEFITS

         The PRC has been  undergoing  significant  reforms  with  regard to its
employee welfare and fringe benefits administration. Any enterprise operating in
the PRC is  subject  to  government-mandated  employee  welfare  and  retirement
benefit  contribution as a part of operating expense to the State Administration
of Labor Affairs. In accordance with PRC laws and regulations,  TCH participates
in a multi-employer  defined contribution plan pursuant to which TCH is required
to provide employees with certain retirement, medical and other fringe benefits.
PRC  regulations  require  TCH to pay the local  labor  administration  bureau a
monthly  contribution at a stated  contribution  rate based on the monthly basic
compensation  of qualified  employees.  The local labor  administration  bureau,
which manages various  investment funds, will take care of employee  retirement,
medical and other fringe  benefits.  TCH has no further  commitments  beyond its
monthly  contribution.  TCH contributed a total of $14,849 and $ 12,782 to these
funds as part of selling,  general  and  administrative  expenses  for the three
months ended March 31, 2004 and 2005, respectively.















                                      F-16


ITEM 3.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         This report contains certain forward-looking statements and information
relating  to us that  are  based  on the  beliefs  and  assumptions  made by our
management as well as information  currently  available to the management.  When
used in this  document,  the  words  "anticipate",  "believe",  "estimate",  and
"expect"  and similar  expressions,  are  intended  to identify  forward-looking
statements.  Such  statements  reflect our current  views with respect to future
events and are subject to certain risks,  uncertainties and assumptions.  Should
one or more of these risks or uncertainties  materialize,  or should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
described herein as anticipated, believed, estimated or expected.

         The  following  discussion  should  be read  in  conjunction  with  our
financial  statements and the notes thereto and the other financial  information
appearing elsewhere in this document. In addition to historical information, the
following   discussion  and  other  parts  of  this  document   contain  certain
forward-looking information. When used in this discussion, the words "believes,"
"anticipates,"  "expects,"  and  similar  expressions  are  intended to identify
forward-looking  statements.  Such  statements  are subject to certain risks and
uncertainties,  which could cause actual results to differ materially from those
projected due to a number of factors beyond our control.  We do not undertake to
publicly  update  or  revise  any  of its  forward-looking  statements  even  if
experience or future changes show that the indicated  results or events will not
be  realized.   You  are  cautioned  not  to  place  undue   reliance  on  these
forward-looking statements, which speak only as of the date hereof.

Overview of Business Background

         Sifang  Holdings  was formed  under the laws of the  Cayman  Islands on
February 9, 2004 for the purpose of holding a 100% equity  interest in TCH.  TCH
was established as a foreign investment enterprise in Shanghai under the laws of
the PRC on May 25, 2004, with registered capital of $7.2 million.

         Sifang  Information  is a  Shanghai-based  privately  owned  enterprise
established under the laws of the PRC on August 14, 1998. Sifang  Information is
engaged in the  business of pager and mobile  phone  distribution  and  provides
value added information services to customers in the Shanghai metropolitan area.
In March  2004,  Sifang  Information  spun  off its  mobile  phone  distribution
business and the majority of its value added  information  services  business by
presenting a set of carve-out financial  statements for the years ended December
31,  2002 and 2003 and three  months  ended  March 31,  2004 as if the  spun-off
business had been a stand-alone  company for two years and one quarter. On March
31, 2004, Sifang Information transferred the spun-off business into TCH. Being a
receiving entity under common control,  TCH initially  recognized all the assets
and liabilities  transferred at their carrying amounts in the accounts of Sifang
Information at the date of transfer under the guidance of SFAS No. 141, Appendix
D. On May 26, 2004 Sifang  Information  exchanged 100% of its equity interest in
TCH for a 100% equity interest in Sifang Holdings.  Since the ultimate owners of
the three  entities were the same owners and the three  entities  remained under
common  control,  the  ownership  exchange  transaction  was  accounted  for  at
historical  costs under the  guidance of SFAS No. 141,  Appendix D. Prior to May
26, 2004, there were no activities in Sifang Holdings. As a result of exchanging
the  ownership  between  TCH and Sifang  Holdings,  TCH's  historical  financial
statements become the historical financial statements of Sifang Holdings.

         Sifang  Information  operates in a business  segment that is subject to
certain restrictions  imposed by the government of the PRC. For example,  paging
facilities,  radio  transmitting  stations and  transmitting  equipment owned by
Sifang Information are not allowed to be owned by foreign investment enterprises
in accordance with PRC government  regulations.  Therefore,  Sifang  Information
still  maintains a small part of its business and paging  facilities in order to
stay in compliance with relevant regulations and laws in PRC.

         As a result of the  spin-off,  TCH  engages in the  business  of mobile
phone distribution and provides pager and mobile phone  (collectively  "wireless
receiver")  users with access to certain  information  reformatted  by TCH.  TCH
purchases mobile phones from first tier distributors and sells them to retailers
with a mark-up.  In the process of providing  value-added  information  services
through  entering into monthly  subscription  agreements with various users, TCH
purchases  trading  activity  information  from stock  exchanges,  comments  and
analysis  on PRC stock  markets  provided  by  certain  reputable  security  and
investment  companies,   lottery  information,   weather  forecast,   and  other
value-added  products  and  reformats  the  aforementioned  information  through
decoding and recoding and then has the  reformatted  information  transmitted by
Sifang  Information,  via service contracts,  to pager users. The information is
constantly  saved in TCH's server in order for mobile phone users to dial in via
China  Mobile or China  Unicom.  By  signing a monthly  subscription  agreement,
wireless  users agree to make  advance  payments  for either  three or six-month
subscription periods.



                                       3


Discussion and Analysis of Operating Results

Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004

Revenue

Total Revenue

         Total sales revenues in the three months ended March 31, 2005 increased
by approximately  $$1,032,656,  representing an approximately 21.8% increase, to
$5,775,362 as compared to $3,873,876  for the same period of the prior year. The
increase  was due mainly to our  marketing  effort and  further  facilitated  by
Samsung's  marketing  promotion.  Total sales revenues consist of product sales,
product  sales to related  parties.  In the  Chinese  telecommunication  market,
mobile  phones  have  rapidly   replaced   beepers  and  pagers  as  the  mobile
communication device preferred by consumers,  resulting in an increase in mobile
phone distribution.  In the three months ended March 31, 2005,  Samsung's mobile
phones  accounted for about 97% of our total product sales and other name brands
mobile phones accounted for the remaining 3%, compared to the same period of the
prior year,  in which  Samsung's  mobile  phones  accounted for 94% of our total
product  sales and other brands  accounted  for the balance.  During 2005 market
competition  for mobile  phone sales  intensified,  causing us to  decrease  our
overall  mark-up  ratio to 3.4% in order to  maintain  our market  position,  in
comparison to a mark-up ratio of 5.0% for the same period the prior year.

Product Sales

         Revenue  from  product  sales in the three  months ended March 31, 2005
decreased by  approximately  $1,429,685,  representing  an  approximately  68.2%
decrease, to $669,191 as compared to $2,098,876 for the same period of the prior
year. We have  cultivated out related party,  Shanghai  Shantian to be in a good
position to distribute the mobile phones by establishing  its market channel and
facility from the fiscal year 2004. As we have focused our marketing  efforts on
Shanghhai  Shantian  there was a decline  in the mobile  phones  sales to direct
customers.

Product sales to a related party

         We distributed  Samsung  mobile phones to our related  party,  Shanghai
Shantian,  in which  Sifang  Information  holds a 51% equity  interest,  for its
retail market  channel and facility.  During the three months period ended March
31, 2005, we sold  $4,060,514  worth of mobile phones to Shantian,  with a total
competitive  mark-up on average of approximately 2.4 % as compared to an average
mark-up ratio of 3.4% for the products sold to all of our customers.

Information service revenue, net

         Total service revenue net of related business tax and surcharge for the
three   months  ended  March  31,  2005   increased  by  $211,127   representing
approximately  a 24.3% decrease,  to $657,703  compared to $868,830 for the same
period of the prior year.  Value-added  service  revenue from mobile phone users
for the three  months  ended  March 31,  2005  decreased  by $70,867 to $450,098
compared to $520,965 for the same period of the prior year, representing a 13.6%
decrease.  The  decrease  was  due  mainly  to  the  decline  of  our  financial
value-added  service  basically based on Chinese security market,  which was not
performing  well.  The Chinese  freezing  stock market along with inactive stock
exchanges hindered our growth in this segment of business. In addition,  service
revenue from pager users for the three months ended March 31, 2005  decreased by
$140,260  to $ 207,605  compared  to  $347,865  for the same period of the prior
year,  representing  approximately  a 40.3%  decrease.  We believe  that service
revenue  from  pager  users  will  continue  to  decrease  given  the  increased
popularity  of mobile  phones  over  beepers  and  pagers.  We project  that the
decrease in service  revenue  from pager users will likely  plateau at a certain
level as most lower  income  pager  users still like to use pagers to access our
information services.

Advertising service revenue, net

         During  the  three   months   ended  March  31,   2005,   TCH  rendered
advertisement  designing and producing  services to Shanghai  Tianci Real Estate
Co. Ltd.  ("Tianci Real Estate") for  publicity and promoting its  apartment,  $
387,954 service revenue derived from finished services.



                                       4




Cost of goods sold

         The cost of goods  sold for the  three  months  ended  March  31,  2005
increased by $890,314 to $4,569,793  compared to $3,679,479  for the same period
of the prior year,  representing an approximately 24.2 % increase.  The increase
was consistent with the increases in revenue from product sales.

Cost of service

         The cost of service for the three months ended March 31, 2005 decreased
by $82,016 to $170,808  compared  to  $253,824  for the same period of the prior
year, representing an approximately 32.7% decrease. The costs of service consist
of value-added  service costs and advertising service costs. The decline was due
mainly to the decrease of  information  fees paid to content  providers  for the
value-added  service.  The breakdown of our service business has changed and the
proportion of beep services that are related to financial service has decreased,
resulting  in  a  decrease  in  associated  costs  pertaining  to  the  security
information  fee paid.  During  2005,  we  continued  to  maintain  current  fee
structures  and  establish  collaborative  relationships  or  partnerships  with
Chinese mobile operators and certain information content providers.

Gross profit

         After  taking into  account the cost of goods sold and cost of service,
our gross  profit  for the  three  months  ended  March 31,  2005  increased  by
approximately $225,358 to approximately $1,034,761, representing approximately a
27.9% increase,  compared to gross profit of $809,403 for the same period of the
prior year.  The  increase in gross  profit was  primarily  attributable  to the
proceeds  generated in the new  advertising  service during the first quarter of
2005.

         The  following  table  summarizes  certain  information  related to the
various components of revenue
                                                                                  
                                                                         Information     Information
                                         Advertising    Mobile Phone      Service -       Service-  
                                           Income       Distribution    Mobile Phone       Pager           Total
                                        ------------    ------------    ------------    ------------    ------------
                                                                                                  
For the quarter  ended March 31, 2005                                                                      
                                                                                                           
Revenue                                 $    459,131    $  4,729,705    $    450,098    $    207,605    $  5,846,539
                                        ------------    ------------    ------------    ------------    ------------
Cost                                          71,177       4,569,793         103,327          67,482       4,811,778
                                        ------------    ------------    ------------    ------------    ------------
Gross profit                                 387,954         159,912         346,771         140,123       1,034,761
                                        ------------    ------------    ------------    ------------    ------------
Gross profit ratio                             84.5%            3.4%           77.0%           67.5%           17.7%
                                        ------------    ------------    ------------    ------------    ------------
                                                                                                           
                                                                                                           
For the quarter  ended March 31, 2004                                                                      
                                                                                                           
Revenue                                 $       --         3,873,876    $    520,965    $    347,865    $  4,742,706
                                        ------------    ------------    ------------    ------------    ------------
Cost                                            --         3,679,479          72,018         181,806       3,933,303
                                        ------------    ------------    ------------    ------------    ------------
Gross profit                                    --           194,397         448,947         166,059         809,403
                                        ------------    ------------    ------------    ------------    ------------
Gross profit ratio                              --              5.0%           86.2%           47.7%           17.1%
                                        ------------    ------------    ------------    ------------    ------------

                                                                         
Selling expenses

         Selling expenses for the three months ended March 31, 2005 increased by
$7,053 to $43,289  compared  to $36,236  for the same  period of the prior year,
representing a 19.5% increase. The increase was due to increased office expenses
incurred by our marketing  department,  which  increased to $31,988 in the first
quarter of 2005 compared to $16,061 for the same period in the prior year, which
was partially offset by a decline in our advertising expenses for the quarter.




                                       5


General and administrative expenses

         General and  administrative  expenses  for the three months ended March
31,  2005  increased  by $65,858 to $192,039  compared to $126,181  for the same
period of the prior year,  representing a 52.2%  increase.  The increase was due
mainly to the audit and retainer fees for listing.

         General and  administrative  expenses  incurred at the TCH level in the
three  months  ended  March  31,  2005  decreased  from  $126,181  to  $102,002,
representing a slight decrease.  The decrease was primarily  attributable to the
decrease of account  receivable  from our clients,  resulting in the recovery of
provisions for bad debts, and cost control, which lead to the decline of utility
expenses and communication fees.

         The other cash-based expenses incurred at the parent level in the three
months ended March 31, 2005 of $90,037, represented payments for the audit fees,
a retainer fee and other consultant fees.

Interest income (expense)

         During the three months ended March 31, 2005,  interest  income derived
from deposits in banks was $465.

Income tax

         The  income  tax  provisions   presented  in  the  Company's  financial
statements  are  based on the  historical  actual  income  tax  rates of  Sifang
Information  at 7.5% for the three  months  ended March 31, 2004 and 15% for the
three Months ended March 31, 2005.  In the three months ended March 31, 2004 and
2005, income tax expense was $48,524 and $133,490 respectively,  based on pretax
income of $646,986 and $799,898.

Net income

         We recorded net income of $666,408 for the three months ended March 31,
2005, a $67,946  increase in net income compared to a net income of $598,462 for
the same period of the prior year, representing an approximately 11.4% increase.
The increase in net income was  attributable  to (i) the expansion of our mobile
phone  distribution  business,  and  (ii)  the  startup  of our new  advertising
business

Earnings per share

         The  earnings  per share for the three  months ended March 31, 2005 was
$0.039 compared to $0.043 for the same period of the prior year. The fluctuation
was due mainly to the increase in the total  outstanding  shares of common stock
that were issued in fiscal  2004,although  the company was able to increase  net
income.

Liquidity and Capital Resources

         Our cash balance  decreased from  approximately  $1,249,000 as of March
31, 2004 to  approximately  $404,202 as of March 31, 2005. This decrease in cash
and cash equivalents was due primarily to the increase in the inventories.

         Net cash  generated in  operating  activities  was $311,208  during the
three months ended by March 31, 2005 compared to $534,333 during the same period
of the prior year.  The increase in cash  generated was from  operations and the
collection  of accounts  receivable  and slower  payment of payables,  which was
offset by substantial inventory purchases.

         Net cash used in investing  activities for the three months ended March
31, 2005 increased to $1,482,475 compared to $998,445 for the same period of the
prior  year,  representing  a $484,030  increase.  The  increase in cash used in
investing  activities  was  mainly  due to the  start up of the new  advertising
business in the current quarter. .

         Net cash  provided by financing  activities  for the three months ended
March 31,  2005 was  $1,500,000  compared to $0 for the same period of the prior
year. The  $1,500,000  relates to proceeds for shares that were issued in fiscal
2004 but were held in escrow until the Company filed a Registration Statement on
Form SB-2 with the SEC.  The Company  treated the  proceeds  held in escrow as a
current  asset as the entire  amount was released  from escrow in March 2005 and
paid to the Company.



                                       6


         We believe that current cash balance and cash flows from operations, if
any, will be sufficient to meet present growth  strategies  and related  working
capital.  In regards to the capital  expenditures,  we have sufficient  funds to
expand our operations.  We plan to utilize a combination of internally generated
funds from operations  with potential debt and/or equity  financings to fund its
longer-term  growth  over a period of two to five  years.  The  availability  of
future financings will depend on market  conditions.  There is no assurance that
the future funding will be available.

         The  forecast  of the  period  of  time  through  which  our  financial
resources will be adequate to support operations is a forward-looking  statement
that involves risks and uncertainties.

Recent Accounting Pronouncements

         In December 2003, the FASB issued Interpretation No. 46R ("FIN 46R"), a
revision to FIN 46,  "Consolidation  of  Variable  Interest  Entities".  FIN 46R
clarifies some of the provisions of FIN46 and exempts certain  entities from its
requirements. FIN 46R is effective at the end of the first interim period ending
after March 15, 2004.  Entities that have adopted FIN 46 prior to this effective
date can continue to apply the  provisions of FIN 46 until the effective date of
FIN  46R.  The  adoption  of FIN 46R did not have any  effect  on the  Company's
consolidated financial statements.

         In March 2004,  the FASB issued EITF Issue No.  03-1,  "The  Meaning of
Other-Than-Temporary  Impairment  and Its  Application  to Certain  Investments"
("EITF  03-1") which  provides new guidance for assessing  impairment  losses on
debt and equity  investments.  Additionally,  EITF 03-1 includes new  disclosure
requirements  for  investments  that are deemed to be temporarily  impaired.  In
September  2004,  the FASB delayed the  accounting  provisions of EITF 03-1. The
Company will  evaluate the effect,  if any, of EITF 03-1 when final  guidance is
released.

         In November  2004,  the FASB issued  Statement of Financial  Accounting
Standards (SFAS) No. 151,  Inventory  Costs,  which clarifies the accounting for
abnormal amounts of idle facility expense,  freight,  handling costs, and wasted
material.  SFAS No. 151 will be effective for inventory  costs  incurred  during
fiscal years  beginning  after June 15, 2005.  We do not believe the adoption of
SFAS  No.  151  will  have  a  material  impact  on our  consolidated  financial
statements.

         In December 2004, the FASB issued SFAS No. 123-R, Share Based Payments,
which  requires  that the  compensation  cost  relating to  share-based  payment
transactions (including the cost of all employee stock options) be recognized in
the financial  statements.  The cost will be measured based on the estimate fair
value of the equity or liability  instruments  issued.  SFAS 123-R covers a wide
range  of  share-based   compensation   arrangements  including  share  options,
restricted share plans, performance-based awards, share appreciation rights, and
employee  share  purchase  plans.  Management  believes  the  adoption  of  this
pronouncement  will not have a  material  effect on our  consolidated  financial
statements.

         Also,  in  December  2004,  the FASB  issued  SFAS 153,  "Exchanges  of
Nonmonetary  Assets,  an  amendment  of  APB  Opinion  No.  29,  Accounting  for
Nonmonetary  Transactions." The amendments made by SFAS No. 153 are based on the
principle that the exchange of  nonmonetary  assets should be measured using the
estimated fair market value of the assets exchanged. SFAS No. 153 eliminates the
narrow exception for nonmonetary  exchanges of similar  productive  assets,  and
replaces it with a broader exception for exchanges of nonmonetary  assets do not
have commercial substance.  A nonmonetary exchange has "commercial substance" if
the future cash flows of the entity are  expected to change  significantly  as a
result  of  the  transaction.  This  pronouncement  is  effective  for  monetary
exchanges in fiscal periods beginning after June 15, 2005.  Management  believes
the  adoption  of this  pronouncement  will not have a  material  effect  on our
consolidated financial statements.

         Other recent  accounting  pronouncements  issued by the FASB (including
its  Emerging  Issues  Task  Force),  the AICPA,  and the SEC did not or are not
believed by  management to have a material  impact on the  Company's  present or
future consolidated financial statements.

Item 3. Controls and Procedures

         Prior to the  conclusion  of the  period  covered  by this  report,  we
carried out an evaluation,  under the supervision and with the  participation of
our  management,  including  our Chief  Executive  Officer  and Chief  Financial
Officer,  of the  effectiveness  of the design and  operation of our  disclosure
controls and procedures  pursuant to Exchange Act Rule  13(a)-14(c).  Based upon
that  evaluation,  our  Chief  Executive  Officer  and Chief  Financial  Officer
concluded  that our  disclosure  controls and procedures are effective in timely
alerting them to material information relating to us (including our consolidated
subsidiaries) required to be included in our periodic SEC filings.



                                       7


         There have been no significant  changes in our internal  controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date we carried out this evaluation.


                                    PART II.
                                OTHER INFORMATION

Item 4.  Exhibits

The following documents are filed as part of this report:

31.1     Chief Executive Officer Certification furnished pursuant to Section 302
         of the Sarbanes-Oxley Act of 2002

31.2     Chief Financial Officer Certification furnished pursuant to Section 302
         of the Sarbanes-Oxley Act of 2002

32.1     Chief Executive Officer Certification furnished pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002

32.2     Chief Financial Officer Certification furnished pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002



















                                       8


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                              CHINA DIGITAL WIRELESS, INC.



Date: April 20, 2005                           /s/   Fu Sixing
                                              ----------------------------------
                                              Fu Sixing, Chief Executive Officer






















                                       9