Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 8, 2011
ADVANCED MESSAGING SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 333-160069 98-0561888
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2377 Gold Meadow Way, Suite 100
Gold River, California 95670
(Address of Principal Executive Offices) (Zip Code)
(916) 526-2662
Registrant's telephone number, including area code
Former name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 8, 2011, Advanced Messaging Solutions, Inc., a Nevada corporation
(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 a certain 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.
In accordance with certain non-binding terms of the LOI and subject to
satisfactory completion of due diligence, the terms and conditions of the Share
Exchange shall be as set forth in a formal definitive agreement containing
customary representations and warranties, covenants and indemnification
provisions, 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.
As part of the Share Exchange, the Company shall issue to the shareholders
of CC Power or their legal nominees fifty and one half percent (50.5%) of the
outstanding common stock of the Company. Upon the Closing, CC Power shall become
a wholly-owned subsidiary of the Company.
The foregoing description is qualified in its entirety by reference to the
LOI filed as Exhibit 10.1 attached hereto and incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Exhibit Description
----------- -------------------
10.1 Letter of Intent by and between Shenzhen CC Power Corporation and
Advanced Messaging Solutions, Inc., dated March 8, 2011.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ADVANCED MESSAGING SOLUTIONS, INC.,
a Nevada Corporation
Dated: March 9, 2011 /s/ Jaime Brodeth
-----------------------------------------
Jaime Brodeth
President
3