Mark C Lee
Tel 916.442.1111
Fax 916.448.1709
leema@gtlaw.com
March 29, 2011
Via EDGAR and Federal Express
Phil Rothenberg
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
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Re:
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Advanced Messaging Solutions, Inc. (n/k/a XcelMobility Inc.)
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Preliminary Proxy Statement on Schedule 14A
Filed March 16, 2011
File No. 333-160069
Dear Mr. Rothenberg:
On behalf of Advanced Messaging Solutions, Inc. (n/k/a XcelMobility Inc.), a corporation organized under the laws of Nevada (the “Company”), we are responding to the comments in the letter from you dated March 24, 2011 relating to the Company’s Preliminary Proxy Statement on Schedule 14A filed on March 16, 2011 (the “Proxy”) and filing an amendment to such Proxy (“Amendment No. 1”). We are including a courtesy marked copy of Amendment No. 1 to the Proxy indicating the changes made thereon from the original Proxy filed with the Commission. The responses below have been numbered to correspond with the comments in your March 24, 2011 letter.
General
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1.
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We note your discussion on page 3 regarding a transaction contemplated by the Letter of Intent described in your current report on Form 8-K filed on March 9, 2011. Pursuant to Note A to Schedule 14A, it appears that you should provide materially complete disclosure regarding the proposed share exchange transaction that you entered into with Shenzhen CC Power Corporation. Please either revise your proxy statement to provide such disclosure or provide us with your analysis why you believe such disclosure is not required.
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Securities and Exchange Commission
Division of Corporate Finance
March 29, 2011
Page 2
Response to Comment 1:
The proposed share exchange transaction with Shenzhen CC Power Corporation (“Share Exchange”) pursuant to the Letter of Intent dated March 8, 2011 (“LOI”), as set forth in the Company’s Current Report on Form 8-K filed on March 9, 2011, is one of several opportunities the Company is pursuing in furtherance of its new business direction, the development and sale of products and services for wireless devices. The Company respectfully submits that the LOI is, pursuant to its terms, expressly non-binding and subject to the completion of satisfactory legal and financial due diligence, as well as the further successful negotiation and agreement by and between the Company and Shenzhen CC Power Corporation.
In furtherance of its pursuit of a new business direction, the Company has recently changed its name to “XcelMobility Inc.” and retained new legal counsel, and in a review of the Company’s existing Bylaws, it was discovered that the existing Bylaws contained certain inflexible provisions that necessitate amending and restating the Bylaws as explained in the Proxy. Accordingly, the Company’s proposal to amend and restate its Bylaws is not being taken in furtherance of the LOI and is not contingent upon the Company’s successful entry into a definitive Share Exchange agreement; rather, the primary reason to amend and restate the Company’s Bylaws is to provide the Company with more flexible internal governance going forward. Please note, the Company’s reference to the LOI on page 3 of the Proxy is simply for illustrative purposes only to explain the inflexibility of the Company’s current Bylaws.
As such, the Company believes that Note A of Schedule 14 would not apply in this particular instance because the proposed Share Exchange is not the reason for the amendment and restatement of the Company’s Bylaws. In other words, in the absence of the proposed Share Exchange, the Company would still pursue amending and restating its Bylaws. However, to now accurately reflect the Company’s recent name change to “XcelMobility Inc.,” the revised date of the Special Meeting of Company shareholders, and to clearly note the illustrative purpose of the LOI reference, the Company has amended the Proxy and is filing concurrently herewith Amendment No. 1.
We hope that the foregoing addresses all of the Staff’s comments contained in its letter dated March 24, 2011. In the event the Staff has no further comments, we would appreciate written correspondence to that effect. Further, in accordance with the Staff’s letter, we are attaching the Company’s acknowledgment.
| Best regards, | |
| /s/ Mark C Lee | |
| Mark C Lee | |
| Shareholder |
Enclosures
cc: Jaime Brodeth
Securities and Exchange Commission
Division of Corporate Finance
March 29, 2011
Page 3
ACKNOWLEDGEMENT
In connection with Advanced Messaging Solutions, Inc.’s (n/k/a XcelMobility Inc.) (the “Company”) letter dated March 29, 2011 addressed to the Securities Exchange Commission, we acknowledge the following:
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The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
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Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
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The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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Advanced Messaging Solutions, Inc. (n/k/a XcelMobility Inc.)
/s/ Jaime Brodeth
Jaime Brodeth, President
