Mark C Lee
Tel 916.442.1111
Fax 916.448.1709
leema@gtlaw.com
April 4, 2011
Via EDGAR
Phil Rothenberg
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: XcelMobility Inc.
Revised Preliminary Proxy Statement on Schedule 14A
Filed March 30, 2011
File No. 333-160069
Dear Mr. Rothenberg:
On behalf of XcelMobility Inc., a corporation organized under the laws of
Nevada (the "COMPANY"), we are responding to the comments in the letter from you
dated April 4, 2011 relating to the Company's Revised Preliminary Proxy
Statement on Schedule 14A filed on March 30, 2011 (the "PROXY"). The responses
below have been numbered to correspond with the comments in your April 4, 2011
letter.
General
1. WE NOTE YOUR RESPONSE TO OUR PRIOR COMMENT LETTER DATED MARCH 24, 2011 AS
WELL AS YOUR REVISED DISCLOSURE. WE ALSO NOTE THAT YOU FILED A FORM 8-K ON
MARCH 29, 2011 IN WHICH YOU DISCLOSED THAT YOU HAVE CHANGED YOUR NAME FROM
ADVANCED MESSAGING SOLUTIONS, INC. TO XCELMOBILITY INC. AND THAT THE HEADER
FOR THIS ITEM 5.03 FORM 8-K WAS "ARTICLES OF MERGER." IT APPEARS THAT THE
NAME CHANGE MAY BE RELATED TO THE PROPOSED SHARE EXCHANGE TRANSACTION THAT
YOU ENTERED INTO WITH SHENZHEN CC POWER CORPORATION. PLEASE TELL US THE
CONNECTION, IF ANY, BETWEEN THE NAME CHANGE AND THE PROPOSED SHARE EXCHANGE
TRANSACTION. PLEASE ALSO TELL US WHETHER SHAREHOLDER APPROVAL IS REQUIRED
UNDER NEVADA LAW FOR THE NAME CHANGE AND INFORM US REGARDING THE RELEVANT
PROVISIONS OF NEVADA LAW.
Response to Comment 1:
The Company respectfully informs the Staff that to effect a name change
under Nevada law, Section 92A.180 of the Nevada Revised Statutes permits the
formation of a wholly-owned subsidiary by the issuer for the express purpose of
a short-form merger to complete a name change. Pursuant to Section 92A.180 of
Securities and Exchange Commission
Division of Corporate Finance
April 4, 2011
Page 2
the Nevada Revised Statutes, approval by the Company's shareholders is not
required for a merger of a wholly-owned subsidiary into a parent domestic
corporation. In addition, please note that a name change can be effected through
this short-form merger structure, and the merger itself is merely incidental to
the actual objective, which is the name change. No separate filing of an
amendment to the Company's Articles of Incorporation is required in Nevada to
effect the name change as the applicable amendment to the Company's Articles of
Incorporation is set forth in the Articles of Merger. The Company filed such
specific amendment to its Articles of Incorporation as Exhibit 3.1(a) to its
Form 8-K filed March 29, 2011.
Additionally, the Company changed its name to "XcelMobility Inc." in
furtherance of its pursuit of a new business direction, the development and sale
of products and services for wireless devices, and not specifically in
connection with any potential share exchange transaction with Shenzhen CC Power
Corporation. Please note, as disclosed in the Proxy and in our previous
correspondence with the Staff, the Company has entered into a non-binding letter
of intent with Shenzhen CC Power Corporation and there are no guarantees that
the parties will enter into a definitive agreement or consummate any sort of
transaction.
2. WE NOTE THE CONTENT OF THE FORMS 8-K YOU FILED ON MARCH 9, 2011 AND MARCH
29, 2011. PLEASE REVISE THE PROXY STATEMENT TO BRIEFLY DISCLOSE THE
MATERIAL TERMS OF EACH OF THE MATTERS DISCLOSED IN THESE FORM 8-K FILINGS.
Response to Comment 2:
The Company will revise the Proxy to include the following text (noted
below) on page 2 of its revised Proxy filing:
Recent Events
Non-Binding Letter of Intent with Shenzhen CC Power Corporation
On March 8, 2011, the Company entered into a letter of intent with Shenzhen
CC Power Corporation, a People's Republic of China company ("CC Power"),
(the "LOI"), in connection with a proposed share exchange transaction by
and between the Company and CC Power whereby the Company will acquire all
of the shares of outstanding capital stock of CC Power in exchange for the
issuance of 50.5% ownership interest in the Company to the shareholders of
CC Power (the "Share Exchange"). CC Power provides mobile phones and
internet products through monthly subscriptions to large cellular phone
carriers and OEM partners.
The non-binding terms of the LOI state that if the parties decide to
proceed with a transaction after completion of due diligence, the terms and
conditions of the Share Exchange shall be set forth in a formal definitive
Securities and Exchange Commission
Division of Corporate Finance
April 4, 2011
Page 3
agreement to be negotiated and entered into by and between the parties
within sixty (60) days of the execution of the LOI. The closing of the
Share Exchange (the "Closing") shall occur on or before thirty (30) days
form the date on which CC Power completes an audit of its financial
statements as required to be filed by the Company upon the Closing in
accordance with U.S. securities laws.
Additional non-binding provisions of the LOI state that after Closing, it
is contemplated that the Board of Directors of the Company shall be
comprised of three (3) directors and that the CC Power shareholders shall
have the right to nominate two (2) directors to the Board of Directors of
the Company. In addition, the officers of CC Power shall become the
officers of the Company at Closing.
The LOI is filed as an exhibit to the Company's Current Report on Form 8-K
filed on March 9, 2011.
Name Change; Stock Split
Effective March 29, 2011, in furtherance of our new business focus, we
amended our Articles of Incorporation to change our name from "Advanced
Messaging Solutions, Inc." to "XcelMobility Inc." (the "Name Change"). In
connection with the Name Change, the Financial Industry Regulatory
Authority assigned the Company a new stock symbol, "XCLL," which took
effect at the open of business on March 29, 2011. Further, and also on
March 29, 2011, the Company effected a 35 for 1 forward stock split of all
of its issued and outstanding shares of common stock.
The Company will file its revised Proxy in accordance with the additional
foregoing text provided the Staff has no further comments. We hope that the
foregoing addresses all of the Staff's comments contained in its letter dated
April 4, 2011. In the event the Staff has no further comments, we would
appreciate written correspondence to that effect.
Best regards,
/s/ Mark C Lee
----------------------------
Mark C Lee
Shareholder
cc: Jaime Brodeth