Smart Powerr Corp. — Major Shareholding Notification 2005

Aug 23, 2005

SC 13D 1 a05-15264_1sc13d.htm SC 13D

SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D

Under the Securities Exchange Act of 1934 (Amendment No. )*

*CHINA DIGITAL WIRELESS, INC.*

(Name of Issuer)

*Common Stock, par value $0.001 per share*

(Title of Class of Securities)

*101400 30 7*

(CUSIP Number)

*Tai Caihua 689 Laoshandong Road Shanghai 200120 People’s Republic of China (86-21) 6336-8686*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*August 17, 2005*

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP
No. 101400 30 7 — 1. | Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) Chinamerica Fund, L.P. 20-0781169 | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | ý |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Texas, USA | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 1,402,961 |
| | 8. | Shared
Voting Power - 0 - |
| | 9. | Sole
Dispositive Power 1,402,961 |
| | 10. | Shared Dispositive Power - 0 - |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 1,402,961 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 8.2% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

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Item 1.	Security and Issuer
This Statement on Schedule
13D (this “Statement”) relates to common stock, $0.001 par value per share
(the “Common Stock”), of CHINA DIGITAL WIRELESS, INC., a Delaware corporation
(“Issuer”). The principal executive offices of the Issuer are located at 689
Laoshandong Road, Shanghai 200120, People’s Republic of China.
The aggregate number of
shares beneficially owned by the members of the Reporting Entity identified
in this filing is 1,402,961 or 8.2% of the common stock shown as outstanding
on the issuer’s most recent SB-2.
Item 2.	Identity and Background
REPORTING ENTITY
This Statement is filed by Chinamerica Fund, L.P.
Chinamerica Fund, L.P. is a Texas limited partnership (“Reporting Entity”).
The principal business of the Reporting Entity is the purchase, sale,
exchange, acquisition and holding of investment securities. The principal
address of the Reporting Entity, which also serves as its principal office,
is 2909 St. Andrews Drive, Richardson, Texas 75082.
During the past five years, the Reporting Entity:
(i) has not been convicted in a criminal proceeding; or (ii) was not a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3.	Source and Amount of Funds or Other Consideration
The funds were derived
from investments in the Reporting Entity made by its partners, which
constituted the capital of the reporting entity.
Item 4.	Purpose of Transaction
The shares of the Issuer were acquired for
investment.
The Reporting Entity may in the future determine
to: (i) acquire additional securities
of the Issuer through open market purchases, private agreements or otherwise,
(ii) dispose of all or a portion of the securities of the Issuer owned by it,
or (iii) consider plans or proposals which would relate to or result in: (a) the acquisition by any person of
additional securities of the Issuer; (b) an extraordinary corporate
transaction such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (c) the sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (d) any change in
the board of directors or management of the Issuer, including any plans or
proposals to change the number or terms of directors or to fill any existing
vacancies of the board of directors of the Issuer; (e) any material change in
the present capitalization or dividend policy of the Issuer; (f) any other
material change in the Issuer’s business or corporate structure; (g) changes
in the Issuer’s charter, bylaws or instruments; (h) any other action whether
or not similar to those enumerated above. The Reporting Entity reserves the
right to take actions to influence the management of the Issuer should it
deem such actions appropriate.
Item 5.	Interest in Securities of the Issuer
The Reporting Entity owns 1,402,961 shares of common
stock of the Issuer representing 8.2% of the outstanding common stock. The
Reporting Entity has sole voting and dispositive power over the subject
securities.
Item 6.	Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Pursuant to the Stock
Purchase Agreement dated June 28, 2004, the Reporting Entity acquired 877,193
shares of common stock of the Issuer. Pursuant to the Agreement to Issue
Additional Shares dated June 28, 2004, the Reporting Entity acquired an
additional 525,768 shares of common stock of the Issuer.
Item 7.	Material to Be Filed as Exhibits
None.

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Signature

After reasonable inquiry, and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: August 23, 2005.
CHINAMERICA FUND, L.P.
By:	Chinamerica Partners, L.P.
	its general partner
	By:	/s/ Beau Johnson
		Beau Johnson
		General Partner

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