Exhibit 99.1

                          CHINA DIGITAL WIRELESS, INC.

                         CHARTER OF THE AUDIT COMMITTEE
                            OF THE BOARD OF DIRECTORS


Organization

         There shall be a committee of the Board of Directors to be known as the
Audit  Committee.  The Audit  Committee  shall be composed of at least three (3)
Directors,  including a  Chairperson,  designated  by the Board of  Directors to
one-year  terms.  Each member of the Audit Committee shall be independent of the
management of the Company and are free of any relationship  that, in the opinion
of the Board of Directors,  would  interfere  with their exercise of independent
judgement  as committee  members.  The Board of Directors  shall  designate  the
Chairperson.

Statement of Policy

         The Audit Committee shall provide assistance to the directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the company, and the quality and integrity of financial reports of the company.
In so doing, it is the responsibility of the Audit Committee to maintain free
and open communication between the directors, the independent auditors, and the
financial management of the Company.

Responsibilities

         In carrying out its responsibilities,  the Audit Committee believes its
policies  and  procedures  should  remain  flexible,  in order to best  react to
changing  conditions  and to ensure to the directors and  shareholders  that the
corporate  accounting  and reporting  practices of the Company are in accordance
with all requirements and are of the highest quality.

         In carrying out these responsibilities, the Audit Committee will:

         o        Review and recommend to the directors the independent auditors
                  to be  selected  to  audit  the  financial  statements  of the
                  Company and its divisions and subsidiaries.

         o        Meet with the independent auditors and financial management of
                  the Company to review the scope of the proposed  audit for the
                  current  year and the audit  procedures  to be  utilized,  the
                  adequacy of the independent auditor's compensation, and at the
                  conclusion  thereof review such audit,  including any comments
                  or recommendations of the independent auditors.

         o        Review with the independent  auditors,  the Company's internal
                  auditor, and financial and accounting personnel,  the adequacy
                  and effectiveness of the accounting and financial  controls of
                  the   company,   and  elicit  any   recommendations   for  the
                  improvement  of such  internal  controls or  particular  areas
                  where  new  or  more  detailed   controls  or  procedures  are
                  desirable.


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         o        Periodically  review  Company  policy  statements to determine
                  their adherence to the Company's Code of Conduct.

         o        Review the financial statements contained in the annual report
                  to shareholders  with management and the independent  auditors
                  to determine that the independent  auditors are satisfied with
                  the disclosure  and content of the financial  statements to be
                  presented to the shareholders.

         o        Review with financial  management and the independent auditors
                  the results of their timely analysis of significant  financial
                  reporting  issues  and  practices,  including  changes  in, or
                  adoptions of, accounting principles and disclosure practices.

         o        Provide   sufficient   opportunity   for  the   internal   and
                  independent  auditors  to meet with the  members  of the Audit
                  Committee  without  members of management  present.  Among the
                  items to be  discussed in these  meetings are the  independent
                  auditors' evaluation of the company's  financial,  accounting,
                  and  auditing   personnel,   and  the  co-operation  that  the
                  independent auditors received during the course of audit.

         o        Review accounting and financial human resources and succession
                  planning within the Company.

         o        Report  the  results  of the  annual  audit  to the  Board  of
                  Directors.

         o        Review  the nature  and scope of other  professional  services
                  provided  to the  company  by  the  independent  auditors  and
                  consider the relationship to the auditors' independence.

         o        Submit the minutes of all  meetings of the Audit  Committee to
                  the Board of Directors.

         o        Investigate  any matter  brought to its  attention  within the
                  scope of its duties,  with the power to retain outside counsel
                  for this purpose if, in its judgment, that is appropriate.

         o        Conduct quarterly meetings with management and the auditors to
                  review operating results and financial reporting issues.

Minutes

A member of the Audit  Committee or a designee  shall record the minutes of each
meeting of the Audit Committee. The minutes of each meeting shall be provided to
each member of the Audit Committee for approval within two weeks of such meeting
and promptly  thereafter  to the entire Board of  Directors.  The Company  shall
maintain a book of the minutes for the Audit Committee.