UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the fiscal year ended March 31, 2011

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

        For the transition period from ______________ to________________

                        Commission file number 000-54333

                                XCELMOBILITY INC.
             (Exact name of registrant as specified in its charter)

           Nevada                                                98-0561888
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

2377 Gold Meadow Way, Suite 100, Gold River, CA                    95670
   (Address of principal executive offices)                      (Zip Code)

        Registrant's telephone number, including area code (916) 526-2662

              Securities registered under Section 12(b) of the Act:

      None                                                 N/A
Title of each class                    Name of each exchange on which registered

              Securities registered under Section 12(g) of the Act:

                         Common Stock, $0.001 par value
                                (Title of class)

Indicate by checkmark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by checkmark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act. Yes [ ] No [X]

Indicate by checkmark whether the registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]                        Accelerated Filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do Not Check if a Smaller Reporting Company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [X] No [ ]

The  aggregate  market  value of voting and  non-voting  common  equity  held by
non-affiliates as of June 21, 2010 was approximately  $36,000 based upon 720,000
shares held by  non-affiliates  and a closing market price of $0.05 per share on
September 30, 2010.

As of June 21,  2011,  there were  77,700,000  shares of common stock issued and
outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred to in Part IV.
<PAGE>
                              AVAILABLE INFORMATION

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and all amendments to those reports that we file with the Securities
and Exchange  Commission,  or SEC, are  available at the SEC's public  reference
room at 100 F Street,  N.E.,  Washington,  D.C.  20549.  The  public  may obtain
information on the operation of the public  reference room by calling the SEC at
1-800-SEC-0330.  The SEC also maintains a website at  www.sec.gov  that contains
reports,  proxy  and  information  statements  and other  information  regarding
reporting companies.

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
            PART I
ITEM 1.     Business                                                           4
ITEM 1A.    Risk Factors                                                      10
ITEM 1B.    Unresolved Staff Comments                                         14
ITEM 2.     Properties                                                        15
ITEM 3.     Legal Proceedings                                                 15
ITEM 4.     [Removed and Reserved]                                            15

            PART II
ITEM 5.     Market for the Registrant's Common Equity, Related Stockholder
            Matters and Issuer Purchases of Equity Securities                 15
ITEM 6.     Selected Financial Data                                           16
ITEM 7.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                         16
ITEM 8.     Financial Statements and Supplementary Data                       22
ITEM 9.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure                                          35
ITEM 9A.    Controls and Procedures                                           35
ITEM 9B.    Other Information                                                 36

            PART III
ITEM 10.    Directors, Executive Officers and Corporate Governance            37
ITEM 11.    Executive Compensation                                            38
ITEM 12.    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters                                   39
ITEM 13.    Certain Relationships and Related Transactions, and Director
            Independence                                                      40
ITEM 14.    Principal Accountant Fees and Services                            41

            PART IV
ITEM 15.    Exhibits Financial Statement Schedules                            41
            Signatures                                                        42

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<PAGE>
                                     PART I

FORWARD LOOKING STATEMENTS.

This annual report contains forward-looking statements.  These statements relate
to future events or our future  financial  performance.  In some cases,  you can
identify  forward-looking  statements by  terminology  such as "may,"  "should,"
"expects,"  "plans,"   "anticipates,"   "believes,"   "estimates,"   "predicts,"
"potential,"  or "continue"  or the negative of these terms or other  comparable
terminology. These statements are only predictions and involve known and unknown
risks,  uncertainties  and other  factors,  including  the risks in the  section
entitled "Risk Factors" and the risks set out below,  any of which may cause our
or  our  industry's   actual  results,   levels  of  activity,   performance  or
achievements  to be  materially  different  from any future  results,  levels of
activity,   performance   or   achievements   expressed   or  implied  by  these
forward-looking  statements.  These risks include,  by way of example and not in
limitation:

     *    the uncertainty that we will not be able to successfully  identify and
          evaluate a suitable business opportunity;

     *    risks  related to the large number of  established  and  well-financed
          entities that are actively seeking suitable business opportunities;

     *    risks related to the failure to successfully  manage or achieve growth
          of a new  business  opportunity;  and

     *    other risks and uncertainties related to our business strategy.

This list is not an  exhaustive  list of the factors  that may affect any of our
forward-looking  statements.  These  and  other  factors  should  be  considered
carefully  and readers  should not place undue  reliance on our  forward-looking
statements.

Forward looking statements are made based on management's beliefs, estimates and
opinions on the date the  statements  are made and we undertake no obligation to
update  forward-looking  statements if these beliefs,  estimates and opinions or
other  circumstances  should change.  Although we believe that the  expectations
reflected in the forward-looking  statements are reasonable, we cannot guarantee
future  results,  levels of activity,  performance  or  achievements.  Except as
required by applicable law,  including the securities laws of the United States,
we do not  intend to update  any of the  forward-looking  statements  to conform
these statements to actual results.

The safe harbors of  forward-looking  statements  provided by Section 21E of the
Exchange Act are unavailable to issuers of penny stock. As we issued  securities
at a price below $5.00 per share, our shares are considered penny stock and such
safe  harbors set forth under the Private  Securities  Litigation  Reform Act of
1995 are unavailable to us.

Our financial statements are stated in United States dollars and are prepared in
accordance with United States generally accepted accounting principles.

In this  annual  report,  unless  otherwise  specified,  all dollar  amounts are
expressed in United States dollars and all references to "common stock" refer to
the common shares in our capital stock.

As used in this  annual  report,  the terms  "we,"  "us,"  "our"  and  "Advanced
Messaging" mean  XcelMobility  Inc. (f/k/a Advanced  Messaging  Solutions Inc.),
unless otherwise indicated.

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<PAGE>
ITEM 1. BUSINESS.

GENERAL

We were  incorporated  in the state of Nevada on December 27, 2007.  Our offices
are currently  located at 2377 Gold Meadow Way, Suite 100, Gold River, CA 95670.
Our     telephone     number     is     (916)     526-2662.     Our     website,
www.advancedmessagingsolutions.com,  is  currently  under  construction  and the
information  that is or will be contained on our website does not form a part of
this filing.

We intend to develop and market secure  instant  messaging  software for desktop
computer users. Our products will be targeted towards instant messaging and file
sharing using an encrypted transmission format.

We intend to use an e-commerce approach where customers will be able to download
our products from our web site.  Marketing  and customer  service will be driven
through the web site where we plan to offer live online support Monday to Friday
7:00 am to 5:00 pm Pacific Time for customers around the world.

We have not  generated  any revenue from our business  operations to date. We do
not anticipate that we will generate revenues until we complete  development and
deployment  of our hosted  service,  client  software and  enterprise  messaging
product.  Accordingly, we must raise cash from sources other than our operations
in order to implement our business and marketing plans.

However, to date, we have been unable to raise additional funds to implement our
operations, and we do not believe that we currently have sufficient resources to
do so without additional  funding. As a result of the current difficult economic
environment and our lack of funding to implement our business plan, our Board of
Directors has begun to analyze strategic  alternatives  available to our company
to continue as a going concern.  Such  alternatives  include raising  additional
debt or equity  financing or consummating a merger or acquisition with a partner
that may involve a change in our business plan.

Although  our  Board of  Directors'  preference  would be to  obtain  additional
funding to develop our enterprise  messaging product, the Board believes that it
must consider all viable strategic  alternatives  that are in the best interests
of our shareholders.  Such strategic alternatives include a merger, acquisition,
share  exchange,  asset  purchase,  or similar  transaction in which our present
management  will no  longer  be in  control  of our  Company  and  our  business
operations  will be replaced by that of our transaction  partner.  We believe we
would be an  attractive  candidate  for such a business  combination  due to the
perceived benefits of being a publicly registered  company,  thereby providing a
transaction partner access to the public marketplace to raise capital.

We  have  had  preliminary   discussions  with  potential  business  combination
partners,  but have not signed a  definitive  agreement to engage in a strategic
transaction as of the date of this annual report. Any such business  combination
and the selection of a partner for such a business  combination involves certain
risks,  including  analyzing and selecting a business partner that is compatible
to engage in a transaction  with us or has business  operations that are or will
prove to be  profitable.  In the  event  we  select a  partner  for a  strategic
transaction and sign a definitive agreement to consummate such a transaction, we
will  report  this  event  on a Form 8-K to be filed  with  the  Securities  and
Exchange Commission.  If we are unable to locate a suitable business combination
partner and are otherwise unable to raise additional  funding, we will likely be
forced to cease business operations.

To that end, on March 8, 2011,  we entered into a  non-binding  letter of intent
with Shenzhen CC Power  Corporation,  a People's  Republic of China company ("CC
Power"), 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. As part
of the Share Exchange,  it is  contemplated  that 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.  To date,  the
parties  have not  signed a  definitive  agreement  setting  forth the terms and
conditions of the Shares Exchange,  and a formal definitive agreement is subject
to completion of additional due diligence and further negotiations.

MARKET OPPORTUNITY

Statistics    reported    by     www.internetworldstats.com     (available    at
http://www.internetworldstats.com/emarketing.htm)  indicate that there were over
1.6 billion  Internet  users as of June 2009 with a global  penetration  rate of
24.7%.  People  communicate  over the  Internet  using text  messages  including
sending  attachments  and file transfers to and from web sites.  The information

                                       4
<PAGE>
transmitted in text messages  includes  personal,  corporate,  governmental  and
financial   information   and  often  times  includes   sensitive,   private  or
confidential material.

A  report   published  by  the  De  Groot  School  of  Business   (available  at
http://www.innovations-report.com/html/reports/information_technology/report-780
33.html)  indicates  worldwide  users send over one trillion  text messages each
year.  When the  information  is sent in a text message or file transfer that is
not encrypted,  it can easily be read by those who hack into data  communication
networks.

Our business was founded on the premise  that very few text  messaging  and file
transfer  programs are done in a secure  format with  encryption  that  prevents
others from reading their messages. We believe that the lack of message security
constitutes a market segment that is at risk of information piracy.

OUR PRODUCTS AND SERVICES

We can offer no assurance  that we will be successful  in developing  the hosted
service,  client software,  or the enterprise  messaging product,  or that these
products will be  marketable if developed.  Any number of factors may impact our
ability to develop our products,  including  our ability to obtain  financing if
and when necessary; the availability of skilled personnel;  market acceptance of
our products,  if they are developed;  and our ability to gain market share. Our
business  will fail if we  cannot  successfully  implement  our  business  plan,
develop our  products or  successfully  market our  products  and  capabilities.
Please see "RISK FACTORS" at page 3 for additional information.

HOSTED SERVICE

Our initial product will be an Internet,  subscription  based encrypted  instant
messaging service where we will host server-side  software and the end-user will
purchase a monthly  subscription  from us. The end-user  will download a program
(the "client  software") from our web site that will be installed on a Microsoft
Windows-powered  personal  computer.  Our plan contemplates the creation of user
software with  characteristics  and features similar to existing popular instant
messaging software (such as MSN Messenger).  It will communicate with our hosted
server for authentication and supply the server with presence (or information as
to where and how to contact the  client,  such as an  Internet  Protocol  ("IP")
address) and status (whether the server is available,  busy,  etc.).  The client
software  will also  download the list of contacts for the user and their status
from our hosted server.  The user's  contacts will include  individuals  who are
also registered with our service and have downloaded the user software.  Similar
to existing instant messaging  services,  users of our product will only be able
to chat with individuals who are also users of our product.

 The hosted  service on the  server-side  of the software that takes care of the
authentication and stores customer  information will be located in a data center
(where we will host our  servers)  that will be  identified  by  Management.  To
acquire the client  software  product,  an Internet user will go to our web site
and select the  `Registration'  icon. The Internet user will be prompted to sign
up as a  subscriber  and  facilitate  the  creation  of a unique  user  name and
password.  Once  registered,  the user  will be able to  download  the  software
immediately.  Financial  transaction  processing  will be  handled by PayPal and
integrated into our website's check out/shopping cart feature.

The client software will be compatible with any operating system using Microsoft
XP or newer operating systems.  The user will be able to install the software by
double clicking on the "downloaded  program" icon. An installation  program will
guide the user  through  easy-to-use  installation  steps.  Once the  program is
installed,  the user will be able to launch the program in a similar  fashion to
launching any Microsoft  windows-based  application.  When launched, the program
will ask the  user to log in using an  assigned  user  name  (which  will be the
customer's  email  address) and password.  If the user name is not correct,  the
program  will  display  a  warning  message  and will  ask the user to  re-enter
information.  If the user enters the wrong information three consecutive  times,
(s)he  will be  prompted  to contact  us. If the  username  is  correct  but the
password  is not,  a  warning  message  will be  displayed  and the user will be
presented  with a standard  utility to recover  password.  Typically,  this is a
request to send the password to the user's email address.

When the username and password are entered  correctly,  the software will launch
an  application  interface  that shows the user's  contacts and status  (online,
busy,  away or not signed in).  The user will then be able to double  click on a
contact's name from the list of their contacts and initiate a  conversation.  If
(s)he  chooses to do so, a new window will appear with a section  where the user
can write in instant  messages and another  section  which  displays the two-way
conversation. An "Attach" icon will be displayed on the window which will permit
the user to attach files to the conversation and a "Send" button will permit the
customer to transmit the attachment  together with text to the contact with whom
they are corresponding.

ENTERPRISE MESSAGING PRODUCT

We anticipate  that our second product will be an enterprise  messaging  product
that will  reside on a  customized  server  assembled  by our staff and  shipped
directly to the customer.  This version of the software will be customized so as
to be able to fit  seamlessly  onto any network.  We will program this  software
onto  servers that we purchase on behalf of clients (or our clients will provide

                                       5
<PAGE>
their own servers).  The benefits of the enterprise messaging product is that it
will be much more scalable then the  downloaded  version and it will be designed
for 50+ users.  We believe that the server  installation  will result in minimal
disturbance to the customer.  Customers will  immediately  enjoy the benefits of
being able to  communicate  by instant  messaging and file transfers in a secure
environment.  By connecting our customized server to the organization's network,
the  customer  will  be  able  to  quickly  and  efficiently  bring  the  secure
communications program online for all registered members of the network.

LICENSING

The  licensing  of the  products  will be  available  as either a basic  license
agreement (which will allow the software to be run on one personal computer) for
the downloaded  client software or as an  organization  license  agreement.  The
organization  license  agreement  will be  customized  to suit the  needs of the
organization  and will be based on the number of users.  Every  authorized  user
will be able to use  secure  messaging  and  have an  unlimited  number  of file
transfers.

All customers will be required to pay an annual maintenance fee, which will vary
for personal and enterprise users.  Annual fees for personal users will start at
$9.95. Annual fees for enterprise users will start at $795. The fees will enable
the customer to receive  technical  support  Monday to Friday 7:00 am to 5:00 pm
Pacific  Time via instant  messaging,  online  support and email.  Additionally,
customers will receive  software patches and system upgrades at no extra charge,
so long as they continue to pay their annual fees.

PRODUCT DEVELOPMENT

We will initially focus on developing the downloadable client software, and upon
completion  of that  software,  we  will  focus  on  developing  the  enterprise
messaging product. Both software programs will include several common areas such
as  the  overall  architecture  that  includes  the  software  encryption,   the
authentication  process  and the use of a  subscriber  database.  Both  software
programs will use our  proprietary  Messaging and Presence  Server code in their
programs.  The Messaging and Presence  Server keeps track of all users and their
statuses (online, offline, busy, etc.). It also keeps track of their location on
the Internet to be able to properly direct  messaging  traffic.  A MySQL(R) open
source database will be used to store client information. MySQL(R) databases are
widely used open  source  databases  which we deem best suited for our  business
because of their scalability and the availability of programmers who are skilled
with their  functions.  We intend to implement a privacy  policy with respect to
the personal information we collect from our customers.

Our software  development  will be handled by an outside  contractor and will be
closely  supervised by our management.  We have selected a software  development
contractor to develop the client  software  (which will include  secure  instant
messaging and file transfer  programs) and we have begun full development of our
software.  The level of funding that we receive will determine the extent of our
product development and marketing activities. To date, we have raised a total of
$51,000 from the sale of equity,  which Management believes will be adequate for
the next 12  months  of our  operations,  and to  develop  the  client  software
product.  Based on our projected  budget, we have received to date our projected
average  level of  financing  which will permit us to develop  the  downloadable
client  software  product and the  enterprise  version as well. If we receive an
additional  $10,000,  to reach our projected  maximum level of funding (which we
estimate to be $60,000),  we will budget for greater  expenditures  on marketing
and sales.

Our development benchmarks include:

* SELECTION  OF SOFTWARE  DEVELOPMENT  CONTRACTOR:  We have  selected a software
development contractor to develop the client software (which will include secure
instant  messaging  and file  transfer  programs)  and have  commenced  the full
development of our software.

*  SPECIFICATIONS  AND HIGH-LEVEL  DESIGN:  We expect to complete the high-level
design  specifications for the client software in approximately two months after
the  selection  of a software  contractor.  The process will include the overall
design of the software  products  including  client side and server  side,  flow
chart schematics,  and human interfaces (GUI Graphical User Interface,  which is
where the users input their  requirements).  This  process  will be  interactive
between our management and the software development contractor.

* SELECTION OF A SERVER LEASING AND HOSTING COMPANY: We plan to evaluate several
server leasing and hosting companies to host our servers. The server leasing and
hosting  provider must be located in a reputable data center that includes daily
backup and recovery  systems in case of a server failure within a 24 hour period
and must provide cost efficient  services  within a budget of $200 per month. We
intend to lease two servers:  one low end server to be used for  development and
one high end server to be used to deploy the client  messaging  software and web
site.  We believe that we will require the  development  server in month two and
the deployment server in month five.

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*  MESSAGING  AND  PRESENCE  SERVER:  The  messaging  and  the  presence  server
constitutes  the heart of the  products.  It keeps  track of all users and their
statuses (online,  offline,  busy, etc.). It also keeps track of their locations
on the Internet to be able to properly direct messaging traffic. A MySQL(R) open
source  database will be used to store client  information.  We expect that this
task will take approximately two months.

* CLIENT-SIDE  SOFTWARE  DEVELOPMENT:  We plan to run a  Windows-based  software
platform  which will likely be written in Visual  Basic or Visual C++,  both are
Microsoft  Windows  software  development  languages.   This  software  will  be
downloaded by customers  who register for the client  software from our web site
and will be used to  communicate  with others using our service.  We expect that
developing the client software will take approximately four months.

* ADMINISTRATIVE PORTAL DEVELOPMENT: The administrative portal will enable us to
review the number of sales made and  respective  details by group  including the
corporate  clients that order the server  software and individual  customers who
download software from our web site. The administrative  portal will also enable
us to refund a customer,  extend the number of days for a subscriber,  track the
number of times a customer may download a product and to suspend a subscription.
It will also include a range of management reporting  functions.  We expect that
this portal will take approximately one month to develop.

*  GENERAL  PORTAL   DEVELOPMENT:   The  general  portal  will  be  our  website
www.advancedmessagingsolutions.com.  It will  include  the  online  store  where
customers  can learn about the  products  and  services  that we will  offer,  a
customer portal,  where customers will be able to log in to check their accounts
and obtain software updates, the shopping cart/payment module, information about
our  company,  instructions  on how to  download  products  and  pricing,  and a
frequently  asked questions page for customers.  We expect that this portal will
take approximately one month to complete.

* SHOPPING CART / PAYMENT MODULE DEVELOPMENT: We plan to use the internationally
recognized   PayPal.com   system,   http://www.paypal.com/   for  all  financial
transactions.  PayPal is a credit card merchant and a financial services company
that  accepts  and  clears  all  customer  credit  card  payments  on  behalf of
participating  merchants,  such as our  company.  We  expect  that the  shopping
cart/payment module will take approximately two weeks to complete.

We will  deploy a Beta  version of our  product  and have full  versions  of the
software  products  available  between months nine and 12 after the date of this
prospectus. We expect to retain the service of the web development contractor on
an ongoing part time basis for three years.

Our management will supervise the development  process to ensure that benchmarks
are  completed  and that there is quality  control.  All  intellectual  property
rights will remain with Advanced Messaging Solutions Inc. We plan to protect our
intellectual  property  by using a variety  of means,  including  non-disclosure
agreements,  which  we  will  have  executed  by  all  parties  involved  in the
development of our business.

MARKETING

GOOGLE ADWORDS

We  intend  to  commence  our  marketing  efforts  upon the  development  of our
downloadable client software.  Our marketing strategy will focus on using one of
the top-ranked Internet search engines,  Google, to drive traffic to our own web
site. We plan to take advantage of the well established Google Adwords marketing
program  http://www.google.ca/intl/en/ads/ that combines the placement of online
ads on the search  result pages of Internet  users.  Google uses an  advertising
methodology referred to as cost-per-click  ("CPC") in its Adwords program. Using
this strategy will allow us to design our own ads, select target  locations such
as a city or state and use keywords in our ads. A keyword is a word that is used
by an Internet user who is  performing an online search to find out  information
on a specific topic.

Our primary  target  market is focused on Internet  users who already  send text
messages and use the Internet for file transfers. With CPC advertising,  we only
pay for the  number of actual  clicks on our  advertisement.  Each time  someone
clicks on our Google ad they will be  redirected  to our web site.  A  CPC-based
advertising  strategy is cost effective  because an advertiser only pays for the
leads they receive.  The CPC marketing  campaign is an integral part of our long
term  strategy.  Between  months 12 and 24 after the date of this  prospectus we
will begin to examine other  marketing  tactics such as  participating  in trade
shows and industry conferences.

Our marketing  campaign will monitor daily  statistics and track favorite topics
in  order  to  quickly  get in  synch  with  our  Internet  audience.  This is a
significant part of our branding strategy.

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OPTIMIZING OUR WEBSITE

We plan to work with the web site development  contractor to develop a series of
meta-tags for each of the pages of the web site. Meta-tags are keywords that are
added to a web page to make it easier to find that  specific  web page by search
engines,  web browser  software and other  applications.  The information is not
intended to be seen by the casual Internet user.  Search engines like Google and
Yahoo are designed to seek out these  keywords when someone is doing an Internet
search for a specific topic. By including  meta-tags such as "encryption of text
messages",  "file transfer  encryption",  "secure instant messaging" and "secure
file transfer", we will be able to help drive more traffic to our web site.

As our business  begins to gain  subscribers and become known in the industry we
plan to conduct our own online survey  questionnaires  from the home page of our
web site.

REVENUE

Our plan calls for revenue to come from the sale of our secure instant messaging
file transfer software  products  downloaded from our web site and from the sale
of the corporate / organization  wide version loaded onto a dedicated web server
and shipped directly to customers.

OUR HOSTED SERVICE WILL COST:

Personal Use version                 $ 9.95 annually for one user

Home Office version                  $ 14.95 annually for 2 - 3 users

Small Business version               $ 29.95 annually for 1 - 10 users

                                     $39.95 annually for 11 - 25 users

                                     Custom Pricing for 25 + users

OUR ENTERPRISE SOFTWARE WILL COST:

                                     $2,495.00 for 50 - 100 users (including the
                                     cost of the server)

                                     $2,995.00  for 101 to 200 users  (including
                                     the cost of the server)

                                     $3,495.00  for 200 - 300  users  (including
                                     the cost of the server)

                                     $4,995.00  unlimited # of users  (including
                                     the cost of the server)

Enterprise Annual Maintenance Fees will start at $795.00 for 50 to 100 users and
will increase  depending on the number of users within the organization.  Custom
pricing will be developed for large organizations.

By  offering  a tiered  pricing  schedule  we hope to be able to attract a large
client base of individual  and small  business  owners who cannot afford to have
their security compromised.

This sales strategy is designed to gain a large number of subscribers in a short
period of time that will  provide us with the cash flow we will need in order to
consider expanding our product lines in the years ahead.

We intend to achieve  direct sales from our Google  Adwords and our own web site
marketing  campaigns that will commence during the first twelve months after the
date of this prospectus and continue each month thereafter.

                                       8
<PAGE>
COMPETITION

There are several other companies that offer a secure instant messenger product.

MICROSOFT

We believe that Microsoft  Messenger ("MSN Messenger") is the current product of
choice for instant messaging.  This is a free service and only requires the user
to sign up for a free Hotmail.com  email address to join. If Microsoft  includes
security  features on MSN  Messenger in the future,  it could have a significant
adverse effect on our business.

YAHOO

The Yahoo.com web site includes a number of different  Internet  properties  and
according  to  MarketingCharts.com  (http://www.marketingcharts.com/interactive/
top-10-portal-frontpages-april-2009-9076/)  holds the number one ranking for the
most  visited web site as of April 2009,  with  60.73%  market  share of visits.
Management   believes  that  the  Yahoo  Messenger   service  was  developed  as
competition for MSN's Messenger  service.  Available directly from the Yahoo.com
main web page, Yahoo Messenger has garnered a significant following.  Management
believes that if Yahoo  decides to add security  features to their  product,  it
could have a significant adverse effect on our business.

OFF-THE-RECORD MESSAGING

Off-the-Record  Messaging  (http://www.cypherpunks.ca/otr/)  allows the Internet
user  to  have  private   conversations  over  instant  messaging  by  providing
encryption, authentication, deniability and locked out history.

STANDARD NETWORKS

Standard Networks (http://www.stdnet.com/moveitdmz/securemessaging.htm) offers a
licensed  product called MOVEit DMZ that permits an unlimited number of users to
create, exchange and store an unlimited number of messages and attachments.  The
MOVEit products first came to market in 2001 and have been evolving since then.

FACE TIME - IM AUDITOR

Face    Time    (http://www.facetime.com/productservices/imauditor.aspx?adwords_
security_im&gcli d=CNn_gMPmlo8CFVB1OAodxCPHfg) provides an IM Auditor product to
help  technology  staff  control and  protect  the privacy of instant  messaging
within a private network. A private network is one that is self-contained within
an organization and can include remote access using secure login procedures. The
IM Auditor is designed to preserve  the  integrity of text  messages  within the
system.  According to company  reports,  IM Auditor  deals with both inbound and
outbound  security  threats that can result in security  breaches,  productivity
loss and information leakage.

BITWISE IM

Bitwise IM  (http://www.bitwiseim.com/)  offers  encryption  products that cross
over various communication platforms. Three products range from the personal use
to BitWise IM Plus edition to BitWise IM Professional for the corporate  market.
The company  claims to provide  encryption for text  messages,  file  transfers,
whiteboards, voice messages and other functions.

OUR ADVANTAGE

The companies  described  above are only a select  portion of the many companies
that are already active in the instant  messaging  marketplace with a variety of
products and services.  There is no one standard way of encrypting text messages
or file  transfers.  Privacy and security issues have recently been getting high
profile media  attention.  Efforts to combat spam,  phishing and theft  identity
appear  almost  daily which will help keep the topic of privacy and  security in
front of  potential  customers.  We  believe  that (a) this high  level of media
coverage  will  indirectly  help  our own  marketing  efforts,  and (b) that our
products  offer unique  solutions for  enterprises  and business,  which are not
replicated by any of our competitors.

                                       9
<PAGE>
ACTIVITIES TO DATE

We have begun the development of our non-functional information-only website and
have  commenced  planning  for the  development  of our  software.  We have also
identified  a  developer  and  management  is  working  with them to design  our
database.  We  expect  to  have  our  non-functional   information-only  website
operational  by the end of October 2009. We have begun the full  development  of
our software. We will commence our marketing efforts upon the development of our
downloadable  client  software.  Further,  we have  researched  the  market  for
computer servers and a web hosting service,  and we have identified office space
that we deem adequate,  although no formal written  agreements have been entered
into.

We can offer no assurance  that we will be successful  in developing  the hosted
service,  client software,  or the enterprise  messaging product,  or that these
products will be  marketable if developed.  Any number of factors may impact our
ability to develop our products,  including  our ability to obtain  financing if
and when necessary; the availability of skilled personnel;  market acceptance of
our products,  if they are developed;  and our ability to gain market share. Our
business  will fail if we  cannot  successfully  implement  our  business  plan,
develop our  products or  successfully  market our  products  and  capabilities.
Please see "RISK FACTORS" at page 3 for additional information.

SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES

We believe there are no constraints on the sources or  availability  of products
and  supplies  related to our  development  of our  website  and  Internet-based
business.

PATENTS,   TRADEMARKS,   LICENSES,   FRANCHISE   RESTRICTIONS   AND  CONTRACTUAL
OBLIGATIONS  & CONCESSIONS

We intend to protect our website with  copyright and trade secrecy laws.  Beyond
our trade name, we do not hold any other intellectual property.

EFFECT OF EXISTING OR PROBABLE GOVERNMENT REGULATION

We do not believe that government  regulation will have a material impact on the
way we conduct our business.

RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS

We have not incurred any research and  development  costs to date. We have plans
to undertake  certain  research and development  activities  during the first 12
months  after the date of this  prospectus  related  to the  development  of our
website.

EMPLOYEES

We have  commenced  only limited  operations,  and therefore  currently  have no
employees other than our executive  officer,  who spends  approximately 30 hours
per week on our business.  We will consider retaining  full-time  management and
administrative support personnel as our business and operations increase.

ITEM 1A. RISK FACTORS

Much of the information included in this annual report includes or is based upon
estimates,  projections or other  "forward  looking  statements".  Such "forward
looking  statements"  involve various risks and uncertainties as outlined below.
We caution the reader that important factors in some cases have affected, and in
the future could materially  affect,  actual results and cause actual results to
differ materially from the results expressed in any such estimates,  projections
or other "forward looking statements".

The securities  offered hereby involve a substantial  risk of loss.  Prospective
investors should carefully consider the risks and uncertainties  described below
before  making an  investment  in our  securities.  The risks and  uncertainties
described below are those which management  currently believes may significantly
affect us.

                         RISKS RELATING TO OUR BUSINESS

WE ARE UNCERTAIN OF OUR ABILITY TO FUNCTION AS A GOING  CONCERN,  INDICATING THE
POSSIBILITY THAT WE MAY NOT BE ABLE TO OPERATE IN THE FUTURE.

                                       10
<PAGE>
To date, we have  completed  only the initial stages of our business plan and we
can provide no assurance that we will be able to generate a sufficient amount of
revenue, if any, from our business in order to achieve profitability.  It is not
possible at this time for us to predict with assurance the potential  success of
our  business.  The revenue and income  potential of our  proposed  business and
operations are apparently unknown. If we cannot continue as a viable entity, you
may lose some or all of your investment in our common stock.

AS A  COMPANY  IN THE  EARLY  STAGE OF  DEVELOPMENT  WITH AN  UNPROVEN  BUSINESS
STRATEGY, OUR LIMITED HISTORY OF OPERATIONS MAKES EVALUATION OF OUR BUSINESS AND
PROSPECTS DIFFICULT.

We were  incorporated  on December 27, 2007. Our business is in the  development
stage and to date we have not earned any  revenues.  Our business  prospects are
difficult to predict because of our limited  operating  history,  early stage of
development and unproven business strategy. Our primary business activities will
be focused on the  development  of our software  and website.  We may not attain
profitable  operations  and our  management  may not  succeed in  realizing  our
business objectives.

OUR BUSINESS  WILL FAIL IF WE ARE UNABLE TO DEVELOP OUR SOFTWARE AND PRODUCTS OR
IMPLEMENT  OUR BUSINESS PLAN  SUCCESSFULLY.

The  success  of our  business  plan  is  dependent  on the  development  of our
products.  We may not be able to develop our software and products  successfully
or in a  timely  manner.  In  addition,  the  success  of our  business  plan is
dependent upon the market acceptance of our software and products.  Our business
will fail if we cannot  successfully  implement our business  plan,  develop our
software or successfully market our product and capabilities.

WE EXPECT TO SUFFER LOSSES FOR THE FORESEEABLE FUTURE.

We expect to incur  operating  losses for the foreseeable  future.  These losses
will  occur  because  we do not yet have any  revenues  to offset  the  expenses
associated  with the  development  of our  website and our  business.  We cannot
guarantee  that we will ever become  successful  in  generating  revenues in the
future.  If we are  unable  to  generate  revenues,  we will not be able to earn
profits or continue  operations.  If we are  unsuccessful  in  addressing  these
risks, our business will most likely fail.

IF THE ONLINE MARKET FOR INTERNET SECURITY SOFTWARE  CONTRACTS DOES NOT CONTINUE
TO DEVELOP, OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS MAY SUFFER.

We believe  that the online  market for  instant  messaging  software is rapidly
developing.  As is typical for any rapidly  evolving  market,  demand and market
acceptance for recently  introduced  products and services are subject to a high
level of  uncertainty  and risk.  It is also  difficult  to predict the market's
future  growth  rate,  if any.  If the market  for  Internet  security  software
contracts or does not continue to develop or if our software does not achieve or
sustain market  acceptance,  our results of operations  and financial  condition
could be materially and adversely affected.

WE ARE IN A  COMPETITIVE  MARKET  WHICH COULD  IMPACT OUR ABILITY TO GAIN MARKET
SHARE WHICH COULD HARM OUR  FINANCIAL  PERFORMANCE.

The market for providers of instant messaging software is intensely competitive.
There are a number of  companies  that  offer  instant  messaging  software  and
programs,   including,  among  others,  Microsoft,  Google  and  Yahoo.  If  our
competitors  add  security  features to their  software,  their  software may be
perceived by consumers as being superior to ours. If we cannot gain market share
for our software, our business and financial performance will be harmed.

WE MAY NOT BE ABLE TO EXECUTE  OUR  BUSINESS  PLAN OR STAY IN  BUSINESS  WITHOUT
ADDITIONAL FUNDING.

Our ability  successfully  to develop our  software and  eventually  to generate
commissions and to generate  operating revenues depends on our ability to obtain
the  necessary  financing  to  implement  our  business  plan.  Although we have
adequate  capital  on hand to fund  our  minimum  projected  operations  for the
twelve-month  period  after  the  date  of  this  prospectus,  we  will  require
additional financing through the issuance of debt and/or equity in order to hire
additional personnel as needed and eventually  establish profitable  operations.
Such financing may not be forthcoming  or on terms that we deem  acceptable.  We
will require  additional funds of  approximately  $10,000 in order to adequately
fund our expanded development and marketing and sales budget. As has been widely
reported,  global and domestic  financial  markets and economic  conditions have
been,  and continue to be,  disrupted  and volatile due to a variety of factors,
including the current weak economic conditions. As a result, the cost of raising
money in the debt and equity capital markets has increased  substantially  while
the availability of funds from those markets has diminished significantly,  even
more so for smaller  companies  like ours. If such  conditions  and  constraints
continue,  we may not be able to acquire  additional funds either through credit
markets  or  through  equity  markets  and,  even  if  additional  financing  is
available,  it may not be available on terms we find favorable. At this time, we
have no anticipated  sources of additional funding in place.  Failure to secured
additional  funding  when needed  will have an adverse  effect on our ability to
meet our obligations and remain in business.

                                       11
<PAGE>
IF OUR  ESTIMATES  RELATED TO  EXPENDITURES  ARE  ERRONEOUS OR  INACCURATE,  OUR
BUSINESS WILL FAIL AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

Our success is dependent in part upon the accuracy of our management's estimates
of expenditures for legal and accounting services,  including those we expect to
incur as a publicly reporting company, software development, website development
advertising and administrative expenses, which management estimates to aggregate
a minimum of  approximately  $40,000 over the next 12 months.  If such estimates
are erroneous or inaccurate,  or we encounter unforeseen expenses and delays, we
may not be able to carry  out our  business  plan,  which  could  result  in the
failure of our business and a loss of your entire investment.

IF WE ARE  UNABLE TO  IDENTIFY  AND  RETAIN  QUALIFIED  PERSONNEL  TO DESIGN AND
DEVELOP OUR WEBSITE AND  SOFTWARE,  OUR BUSINESS AND FINANCIAL  PERFORMANCE  MAY
SUFFER.

We will be dependent on yet to be established  relationships  with third parties
for website and software design and development  expertise.  If we are unable to
identify  and retain  qualified  personnel to design and develop our website and
software, our business and financial performance may suffer.

RAPID CHANGES IN TECHNOLOGY MAY CAUSE OUR SOFTWARE TO BE OBSOLETE.

The computer software market is characterized by rapid technological  change and
the frequent introduction of new products and enhancements. While we will strive
to maintain  timely new  developments  related to our software,  we can offer no
assurance that we will be successful.  If we are unsuccessful,  our software may
become or deemed to be obsolete and our business will be harmed.

WE NEED TO RETAIN KEY PERSONNEL TO SUPPORT OUR PRODUCT AND ONGOING OPERATIONS.

The development of our software and website will continue to place a significant
strain on our limited  personnel,  management,  and other resources.  Our future
success depends upon the continued  service of our sole officer,  Jaime Brodeth,
who is  coordinating  the  creation  of our  software,  and  website  as well as
developing  the  relationships  on which we will rely to implement  our business
plan.  The loss of the  services  of Mr.  Brodeth  could  negatively  impact our
ability to develop  our  website and sell our  software,  which could  adversely
affect our financial results and impair our operations.

                       RISKS RELATING TO OUR COMMON STOCK

THERE IS  CURRENTLY  NO PUBLIC  MARKET FOR OUR  SECURITIES,  AND THERE CAN BE NO
ASSURANCE  THAT ANY PUBLIC  MARKET WILL DEVELOP OR THAT OUR COMMON STOCK WILL BE
QUOTED FOR TRADING.

There is no public market for our  securities and there can be no assurance that
an active trading  market for the  securities  offered herein will develop after
this offering by the selling stockholders, or, if developed, be sustained. After
the effective date of the  registration  statement of which this prospectus is a
part,  we intend to  identify  a market  maker to file an  application  with the
Financial  Industry  Regulatory  Authority  ("FINRA")  to have our common  stock
quoted on the  Over-the-Counter  Bulletin Board. We will have to satisfy certain
criteria in order for our application to be accepted. We do not currently have a
market maker that is willing to participate  in this  application  process,  and
even if we identify a market  maker,  there can be no assurance as to whether we
will meet the requisite  criteria or that our application will be accepted.  Our
common stock may never be quoted on the  Over-the-Counter  Bulletin  Board,  or,
even if quoted, a public market may not materialize.

If our securities are not eligible for initial quotation,  or if quoted, are not
eligible for continued  quotation on the  Over-the-Counter  Bulletin  Board or a
public trading market does not develop, purchasers of the shares of common stock
may have difficulty  selling or be unable to sell their  securities  should they
desire to do so, rendering their shares effectively worthless and resulting in a
complete loss of their investment.

BECAUSE WE WILL BE SUBJECT  TO "PENNY  STOCK"  RULES IF OUR SHARES ARE QUOTED ON
THE OVER-THE-COUNTER  BULLETIN BOARD, THE LEVEL OF TRADING ACTIVITY IN OUR STOCK
MAY BE REDUCED.

Broker-dealer  practices in connection  with  transactions in "penny stocks" are
regulated  by  penny  stock  rules  adopted  by  the   Securities  and  Exchange
Commission.  Penny stocks  generally are equity  securities with a price of less
than  $5.00  (other  than  securities  registered  on some  national  securities
exchanges).  The  penny  stock  rules  require  a  broker-dealer,   prior  to  a
transaction in a penny stock not otherwise  exempt from the rules,  to deliver a
standardized  risk  disclosure  document that provides  information  about penny
stocks  and the  nature  and  level of  risks in the  penny  stock  market.  The
broker-dealer  also  must  provide  the  customer  with  current  bid and  offer
quotations for the penny stock,  the compensation of the  broker-dealer  and its
salesperson in the  transaction,  and, if the  broker-dealer  is the sole market
maker,  the  broker-dealer  must  disclose  this  fact  and the  broker-dealer's
presumed  control over the market,  and monthly account  statements  showing the
market value of each penny stock held in the  customer's  account.  In addition,
broker-dealers  who sell  these  securities  to persons  other than  established
customers and "accredited  investors" must make a special written  determination

                                       12
<PAGE>
that the penny stock is a suitable  investment for the purchaser and receive the
purchaser's   written   agreement  to  the  transaction.   Consequently,   these
requirements may have the effect of reducing the level of trading  activity,  if
any, in the secondary market for a security subject to the penny stock rules. If
a trading  market does  develop for our common  stock,  these  regulations  will
likely be applicable, and investors in our common stock may find it difficult to
sell their shares.

FINRA SALES PRACTICE  REQUIREMENTS MAY LIMIT A STOCKHOLDER'S  ABILITY TO BUY AND
SELL OUR STOCK.

FINRA has adopted  rules that require that in  recommending  an  investment to a
customer,  a broker-dealer  must have reasonable  grounds for believing that the
investment is suitable for that customer.  Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's  financial status,
tax status,  investment objectives and other information.  Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low  priced  securities  will  not be  suitable  for  certain  customers.  FINRA
requirements will likely make it more difficult for  broker-dealers to recommend
that their customers buy our common stock, which may have the effect of reducing
the  level  of  trading  activity  in  our  common  stock.  As a  result,  fewer
broker-dealers  may be willing to make a market in our common stock,  reducing a
stockholder's ability to resell shares of our common stock.

STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES
IN WHICH YOU CAN SELL THE SHARES OFFERED BY THIS PROSPECTUS.

If you purchase  shares of our common stock sold pursuant to this offering,  you
may not be able to resell  the  shares in a certain  state  unless and until the
shares of our  common  stock  are  qualified  for  secondary  trading  under the
applicable  securities  laws of such  state  or there  is  confirmation  that an
exemption,  such  as  listing  in  certain  recognized  securities  manuals,  is
available for secondary trading in such state. There can be no assurance that we
will be successful in  registering  or qualifying our common stock for secondary
trading,  or  identifying  an available  exemption for secondary  trading in our
common stock in every state. If we fail to register or qualify,  or to obtain or
verify  an  exemption  for the  secondary  trading  of our  common  stock in any
particular state, the shares of common stock could not be offered or sold to, or
purchased by, a resident of that state.  In the event that a significant  number
of states refuse to permit secondary trading in our common stock, the market for
the common stock will be limited  which could drive down the market price of our
common  stock and reduce the  liquidity  of the shares of our common stock and a
stockholder's  ability to resell shares of our common stock at all or at current
market prices,  which could increase a stockholder's  risk of losing some or all
of his investment.

IF  QUOTED,  THE  PRICE  OF  OUR  COMMON  STOCK  MAY  BE  VOLATILE,   WHICH  MAY
SUBSTANTIALLY  INCREASE THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT
OR ABOVE THE PRICE THAT YOU MAY PAY FOR THE SHARES.

Even if our shares are quoted for trading on the Over-the-Counter Bulletin Board
following this offering and a public market  develops for our common stock,  the
market price of our common stock may be volatile. It may fluctuate significantly
in response to the following factors:

     *    variations in quarterly operating results;
     *    our  announcements  of  significant  commissions  and  achievement  of
          milestones;
     *    our relationships with other companies or capital commitments;
     *    additions or departures of key personnel;
     *    sales of common stock or termination of stock transfer restrictions;
     *    changes in financial estimates by securities analysts, if any; and

     *    fluctuations in stock market price and volume.

Your  inability  to sell your shares  during a decline in the price of our stock
may increase losses that you may suffer as a result of your investment.

OUR  INSIDERS   BENEFICIALLY  OWN  A  SIGNIFICANT  PORTION  OF  OUR  STOCK,  AND
ACCORDINGLY,  MAY HAVE  CONTROL  OVER  STOCKHOLDER  MATTERS,  OUR  BUSINESS  AND
MANAGEMENT.

                                       13
<PAGE>
As of March 31, 2011, our officer and directors  beneficially  owned  52,500,000
shares of our common  stock in the  aggregate,  or  approximately  67.57% of our
issued and outstanding common stock. As a result, our officer and directors will
have significant influence to:

     *    elect or defeat the election of our directors;
     *    amend or prevent amendment of our articles of incorporation or bylaws;
     *    effect  or  prevent  a  merger,  sale of  assets  or  other  corporate
          transaction; and
     *    affect the outcome of any other matter  submitted to the  stockholders
          for vote.

Moreover,  because of the significant  ownership  position held by our insiders,
new investors  may not be able to effect a change in the  Company's  business or
management,  and therefore,  shareholders  would be subject to decisions made by
management and the majority shareholders.

In  addition,  sales of  significant  amounts of shares  held by our officer and
directors,  or the prospect of these sales,  could  adversely  affect the market
price of our  common  stock.  Management's  stock  ownership  may  discourage  a
potential acquirer from making a tender offer or otherwise  attempting to obtain
control  of us,  which in turn  could  reduce  our stock  price or  prevent  our
stockholders from realizing a premium over our stock price.

WE  ARBITRARILY  DETERMINED  THE PRICE OF THE SHARES OF OUR  COMMON  STOCK TO BE
RESOLD BY THE SELLING STOCKHOLDERS  PURSUANT TO THIS PROSPECTUS,  AND SUCH PRICE
MAY NOT REFLECT THE ACTUAL MARKET PRICE FOR THE SECURITIES.

The initial  offering  price of $0.05 per share of common  stock  offered by the
selling   stockholders   pursuant  to  this  prospectus  was  determined  by  us
arbitrarily.  The price is not based on our  financial  condition or  prospects,
market prices of similar  securities of comparable  publicly  traded  companies,
certain  financial and  operating  information  of companies  engaged in similar
activities to ours, or general  conditions of the securities  market.  The price
may not be indicative  of the market price,  if any, for our common stock in the
trading market after this offering.  The market price of the securities  offered
herein,  if any, may decline below the initial public offering price.  The stock
market  has  experienced  extreme  price and volume  fluctuations.  In the past,
securities  class action  litigation has often been  instituted  against various
companies  following  periods  of  volatility  in  the  market  price  of  their
securities. If instituted against us, regardless of the outcome, such litigation
would result in substantial costs and a diversion of management's  attention and
resources,  which would increase our operating expenses and affect our financial
condition and business operations.

BECAUSE WE DO NOT INTEND TO PAY ANY  DIVIDENDS ON OUR COMMON  STOCK,  HOLDERS OF
OUR  COMMON  STOCK  MUST  RELY ON STOCK  APPRECIATION  FOR ANY  RETURN  ON THEIR
INVESTMENT.

We have not  declared  or paid any  dividends  on our  common  stock  since  our
inception,  and  we  do  not  anticipate  paying  any  such  dividends  for  the
foreseeable future.  Accordingly,  holders of our common stock will have to rely
on capital  appreciation,  if any, to earn a return on their  investment  in our
common stock.

ADDITIONAL  ISSUANCES  OF OUR  SECURITIES  MAY RESULT IN  IMMEDIATE  DILUTION TO
EXISTING  SHAREHOLDERS.

We are authorized to issue up to 100,000,000 shares of common stock,  $0.001 par
value, and 20,000,000  shares of blank check preferred stock,  $0.001 par value,
of which 77,700,000  shares of common stock and no shares of preferred stock are
currently  issued and  outstanding.  Our Board of Directors has the authority to
cause us to issue  additional  shares  of common  and  preferred  stock,  and to
determine the rights,  preferences and privilege of such shares, without consent
of any of our  stockholders.  We may issue shares in connection  with  financing
arrangements or otherwise.  Any such issuances will result in immediate dilution
to our existing shareholders' interests,  which will negatively affect the value
of your shares.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

                                       14
<PAGE>
ITEM 2. PROPERTIES.

EXECUTIVE OFFICES

We do not own interests in any real property.  We currently rent office space at
a business  center  located at Suite 100, 2377 Gold Meadow Way,  Gold River,  CA
95670.  We  believe  this  space  is  sufficient  for our  purposes  and will be
sufficient for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS.

There are no pending, nor to our knowledge threatened, legal proceedings against
us.

ITEM 4. [REMOVED AND RESERVED].

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET FOR SECURITIES

Our  Common  Stock is traded on the  over-the-counter  market  and quoted on the
OTCBB  under the symbol  "XCLL" On March 31,  2011,  the  closing  price for our
Common  Stock as reported on the OTCBB was  unavailable  as our Common Stock has
not traded.

The high and the low bid prices for our  Common  Stock is based on  inter-dealer
prices,  without retail mark-up,  markdown or commission,  and may not represent
actual transactions.

The table  below  sets forth the range of high and low bid  information  for our
Common Shares as quoted on the OTCBB for each of the quarters  during the fiscal
year ended March 31, 2011 (no quotes are available for the previous  fiscal year
as our stock has not traded ):

                    For the Fiscal Year Ended March 31, 2011

               For the Quarter ended              High        Low
               ---------------------              ----        ---
               June 30                             N/A        N/A
               September 30                        N/A        N/A
               December 31                         N/A        N/A
               March 31                            N/A        N/A

HOLDERS OF OUR COMMON STOCK

On  June  21,  2011,  the  shareholders'  list of our  common  stock  showed  38
registered shareholder and 77,700,000 shares outstanding.

DIVIDEND POLICY

We have not paid any cash  dividends  on our  common  stock and have no  present
intention of paying any dividends on the shares of our common stock.  Our future
dividend policy will be determined from time to time by our board of directors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

As of March 31, 2011, we had not adopted an equity compensation plan and had not
granted any stock options.

RECENT SALES OF UNREGISTERED SECURITIES

During  the  fiscal  year  ended  March  31,  2010 we have not  sold any  equity
securities not registered under the Securities Act.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES

During each month  within the fourth  quarter of the fiscal year ended March 31,
2010, neither we nor any "affiliated purchaser," as that term is defined in Rule
10b-18(a)(3)  under the  Exchange  Act,  repurchased  any of our Common Stock or
other securities.

                                       15
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.

The  following  discussion  should  be  read in  conjunction  with  our  audited
financial  statements and the related notes that appear elsewhere in this annual
report.  The  following  discussion  contains  forward-looking  statements  that
reflect our plans,  estimates  and  beliefs.  Our actual  results  could  differ
materially from those discussed in the forward looking statements.  Factors that
could cause or contribute to such differences  include those discussed below and
elsewhere in this annual report.

Our financial statements are stated in United States dollars and are prepared in
accordance with United States generally accepted accounting principles.

OVERVIEW

We have not  generated  any revenue from our business  operations to date. We do
not anticipate that we will generate revenues until we complete  development and
deployment  of our hosted  service,  client  software and  enterprise  messaging
product.  Accordingly, we must raise cash from sources other than our operations
in order to implement our business and marketing plans.

However, to date, we have been unable to raise additional funds to implement our
operations, and we do not believe that we currently have sufficient resources to
do so without additional  funding. As a result of the current difficult economic
environment and our lack of funding to implement our business plan, our Board of
Directors has begun to analyze strategic  alternatives  available to our company
to continue as a going concern.  Such  alternatives  include raising  additional
debt or equity  financing or consummating a merger or acquisition with a partner
that may involve a change in our business plan.

Although  our  Board of  Directors'  preference  would be to  obtain  additional
funding to develop our enterprise  messaging product, the Board believes that it
must consider all viable strategic  alternatives  that are in the best interests
of our shareholders.  Such strategic alternatives include a merger, acquisition,
share  exchange,  asset  purchase,  or similar  transaction in which our present
management  will no  longer  be in  control  of our  Company  and  our  business
operations  will be replaced by that of our transaction  partner.  We believe we
would be an  attractive  candidate  for such a business  combination  due to the
perceived benefits of being a publicly registered  company,  thereby providing a
transaction partner access to the public marketplace to raise capital.

We  have  had  preliminary   discussions  with  potential  business  combination
partners,  but have not signed a  definitive  agreement to engage in a strategic
transaction as of the date of this annual report. Any such business  combination
and the selection of a partner for such a business  combination involves certain
risks,  including  analyzing and selecting a business partner that is compatible
to engage in a transaction  with us or has business  operations that are or will
prove to be  profitable.  In the  event  we  select a  partner  for a  strategic
transaction and sign a definitive agreement to consummate such a transaction, we
will  report  this  event  on a Form 8-K to be filed  with  the  Securities  and
Exchange Commission.  If we are unable to locate a suitable business combination
partner and are otherwise unable to raise additional  funding, we will likely be
forced to cease business operations.

APPLICATION OF CRITICAL ACCOUNTING ESTIMATES

The  preparation  of  financial  statements  in  conformity  with United  States
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of revenues and expenses  during the year.
The  more  significant  areas  requiring  the  use of  estimates  include  asset
impairment,  stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable  under the  circumstances.  However,  actual results may differ
from the estimates.

BASIS OF PRESENTATION

The  Company's  financial  statements  have been  prepared  in  accordance  with
accounting  principles generally accepted in the United States of America ("U.S.
GAAP").

DEVELOPMENT STAGE COMPANY

The Company is a development  stage  company as defined by section  810-10-20 of
the FASB  Accounting  Standards  Codification.  The  Company  is still  devoting
substantially  all of its efforts on  establishing  the business and its planned
principal operations have not commenced.  All losses accumulated since inception
have been considered as part of the Company's exploration stage activities.

                                       16
<PAGE>
USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles of the United States requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of revenues and expenses  during the year.
Actual results may differ from the estimates.

Due to the limited level of operations, the Company has not had to make material
assumptions or estimates  other than the assumption  that the Company is a going
concern.

FISCAL YEAR END

The Company elected March 31 as its fiscal year ending date.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows  paragraph  825-10-50-10  of the FASB  Accounting  Standards
Codification for disclosures  about fair value of its financial  instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph
820-10-35-37") to measure the fair value of its financial instruments. Paragraph
820-10-35-37  establishes  a framework  for  measuring  fair value in  generally
accepted  accounting  principles (U.S. GAAP), and expands disclosures about fair
value  measurements.  To increase  consistency and  comparability  in fair value
measurements and related disclosures,  Paragraph 820-10-35-37 establishes a fair
value  hierarchy which  prioritizes  the inputs to valuation  techniques used to
measure fair value into three (3) broad levels.  The fair value  hierarchy gives
the  highest  priority  to quoted  prices  (unadjusted)  in active  markets  for
identical assets or liabilities and the lowest priority to unobservable  inputs.
The three (3) levels of fair value hierarchy  defined by Paragraph  820-10-35-37
are described below:

Level 1   Quoted market prices available in active markets for identical
          assets or liabilities as of the reporting date.

Level 2   Pricing inputs other than quoted prices in active markets included
          in Level 1, which are either directly or indirectly observable as of
          the reporting date.

Level 3   Pricing inputs that are generally observable inputs and not
          corroborated by market data.

Financial  assets are  considered  Level 3 when their fair values are determined
using pricing models,  discounted cash flow  methodologies or similar techniques
and at least one significant model assumption or input is unobservable.

The  fair  value  hierarchy   gives  the  highest   priority  to  quoted  prices
(unadjusted)  in active  markets for  identical  assets or  liabilities  and the
lowest  priority  to  unobservable  inputs.  If the inputs  used to measure  the
financial  assets and  liabilities  fall  within  more than one level  described
above, the categorization is based on the lowest level input that is significant
to the fair value measurement of the instrument.

The carrying amounts of the Company's financial assets and liabilities,  such as
cash,  prepaid  expenses  and accrued  expenses,  approximate  their fair values
because of the short maturity of these instruments.

Transactions  involving  related parties cannot be presumed to be carried out on
an arm's-length basis, as the requisite  conditions of competitive,  free-market
dealings may not exist. Representations about transactions with related parties,
if made, shall not imply that the related party transactions were consummated on
terms equivalent to those that prevail in arm's-length  transactions unless such
representations can be substantiated.

It is not  however,  practical  to  determine  the fair value of  advances  from
stockholders due to their related party nature.

CASH EQUIVALENTS

The Company  considers all highly liquid  investments  with  maturities of three
months or less at the time of purchase to be cash equivalents.

RELATED PARTIES

The  Company  follows   subtopic   850-10  of  the  FASB  Accounting   Standards
Codification for the identification of related parties and disclosure of related
party transactions.

                                       17
<PAGE>
Pursuant to Section  850-10-20 the related  parties include a. affiliates of the
Company;  b. entities for which  investments in their equity securities would be
required,  absent the  election  of the fair value  option  under the Fair Value
Option Subsection of Section 825-10-15, to be accounted for by the equity method
by the investing entity; c. trusts for the benefit of employees, such as pension
and  profit-sharing  trusts  that are  managed  by or under the  trusteeship  of
management;  d.principal owners of the Company; e. management of the Company; f.
other  parties  with which the  Company  may deal if one party  controls  or can
significantly  influence the management or operating policies of the other to an
extent  that one of the  transacting  parties  might  be  prevented  from  fully
pursuing its own separate interests; and g. other parties that can significantly
influence the  management or operating  policies of the  transacting  parties or
that  have an  ownership  interest  in one of the  transacting  parties  and can
significantly  influence  the  other  to an  extent  that  one  or  more  of the
transacting  parties  might be  prevented  from fully  pursuing its own separate
interests.

The financial  statements  shall include  disclosures of material  related party
transactions,  other than compensation  arrangements,  expense  allowances,  and
other similar items in the ordinary course of business.  However,  disclosure of
transactions  that are eliminated in the preparation of consolidated or combined
financial statements is not required in those statements.  The disclosures shall
include:  a. the nature of the  relationship(s)  involvedb.  description  of the
transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and
such other  information  deemed  necessary to an understanding of the effects of
the  transactions  on  the  financial  statements;  c.  the  dollar  amounts  of
transactions  for each of the periods for which income  statements are presented
and the effects of any change in the method of establishing  the terms from that
used in the preceding  period;  and amounts due from or to related parties as of
the date of each balance sheet  presented  and, if not otherwise  apparent,  the
terms and manner of settlement.

COMMITMENT AND CONTINGENCIES

The  Company  follows   subtopic   450-20  of  the  FASB  Accounting   Standards
Codification  to report  accounting for  contingencies.  Certain  conditions may
exist as of the date the consolidated financial statements are issued, which may
result in a loss to the Company but which will only be resolved when one or more
future  events  occur or fail to occur.  The Company  assesses  such  contingent
liabilities, and such assessment inherently involves an exercise of judgment. In
assessing  loss  contingencies  related to legal  proceedings  that are  pending
against the Company or  unasserted  claims that may result in such  proceedings,
the  Company  evaluates  the  perceived  merits  of  any  legal  proceedings  or
unasserted claims as well as the perceived merits of the amount of relief sought
or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the  liability  can be estimated,  then
the estimated liability would be accrued in the Company's consolidated financial
statements.   If  the  assessment  indicates  that  a  potential  material  loss
contingency  is not  probable  but is  reasonably  possible,  or is probable but
cannot  be  estimated,  then the  nature  of the  contingent  liability,  and an
estimate of the range of possible losses, if determinable and material, would be
disclosed.

Loss  contingencies  considered  remote are generally not disclosed  unless they
involve guarantees, in which case the guarantees would be disclosed.  Management
does not believe,  based upon  information  available  at this time,  that these
matters  will  have a  material  adverse  effect on the  Company's  consolidated
financial position,  results of operations or cash flows.  However,  there is no
assurance  that such  matters  will not  materially  and  adversely  affect  the
Company's business, financial position, and results of operations or cash flows.

REVENUE RECOGNITION

The Company follows  paragraph  605-10-S99-1  of the FASB  Accounting  Standards
Codification for revenue recognition. The Company will recognize revenue when it
is realized or realizable and earned.  The Company considers revenue realized or
realizable and earned when it has persuasive evidence of an arrangement that the
services  have  been  rendered  to the  customer,  the  sales  price is fixed or
determinable, and collectability is reasonably assured.

INCOME TAXES

The Company  accounts  for income  taxes  under  Section  740-10-30  of the FASB
Accounting  Standards  Codification.  Deferred income tax assets and liabilities
are determined  based upon differences  between the financial  reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and
laws  that will be in effect  when the  differences  are  expected  to  reverse.
Deferred  tax  assets  are  reduced  by a  valuation  allowance  to  the  extent
management  concludes  it is more  likely  than not that the assets  will not be
realized.  Deferred tax assets and  liabilities  are measured  using enacted tax
rates expected to apply to taxable income in the years in which those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities of a change in tax rates is recognized in the statements
of operations in the period that includes the enactment date.

                                       18
<PAGE>
The  Company  adopted  section  740-10-25  of  the  FASB  Accounting   Standards
Codification   ("Section   740-10-25").    Section   740-10-25   addresses   the
determination of whether tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements.  Under Section 740-10-25,
the Company may recognize the tax benefit from an uncertain tax position only if
it is  more  likely  than  not  that  the tax  position  will  be  sustained  on
examination  by the taxing  authorities,  based on the  technical  merits of the
position.  The tax benefits  recognized in the financial  statements from such a
position should be measured based on the largest benefit that has a greater than
fifty percent  (50%)  likelihood  of being  realized  upon ultimate  settlement.
Section  740-10-25  also provides  guidance on  de-recognition,  classification,
interest  and  penalties  on income  taxes,  accounting  in interim  periods and
requires increased  disclosures.  The Company had no material adjustments to its
liabilities for unrecognized  income tax benefits according to the provisions of
Section 740-10-25.

NET LOSS PER COMMON SHARE

Net loss per common share is computed  pursuant to section 260-10-45 of the FASB
Accounting Standards  Codification.  Basic net loss per common share is computed
by dividing  net loss by the weighted  average  number of shares of common stock
outstanding during the period.  Diluted net loss per common share is computed by
dividing net loss by the weighted  average  number of shares of common stock and
potentially outstanding shares of common stock during the period.

There were no potentially  dilutive  shares  outstanding as of March 31, 2011 or
2010.

CASH FLOWS REPORTING

The Company adopted  paragraph  230-10-45-24  of the FASB  Accounting  Standards
Codification  for cash flows  reporting,  classifies  cash receipts and payments
according  to  whether  they  stem  from  operating,   investing,  or  financing
activities and provides  definitions of each category,  and uses the indirect or
reconciliation  method ("Indirect method") as defined by paragraph  230-10-45-25
of the FASB  Accounting  Standards  Codification  to  report  net cash flow from
operating  activities  by adjusting  net income to reconcile it to net cash flow
from  operating  activities by removing the effects of (a) all deferrals of past
operating  cash  receipts  and  payments  and all  accruals of  expected  future
operating  cash receipts and payments and (b) all items that are included in net
income that do not affect operating cash receipts and payments.

SUBSEQUENT EVENTS

The Company  follows the guidance in Section  855-10-50  of the FASB  Accounting
Standards Codification for the disclosure of subsequent events. The Company will
disclose the date through which  subsequent  events have been evaluated and that
date is the date when the financial statements were issued.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January  2010,  the FASB  issued  the FASB  Accounting  Standards  Update No.
2010-06  "FAIR  VALUE   MEASUREMENTS  AND  DISCLOSURES   (TOPIC  820)  IMPROVING
DISCLOSURES  ABOUT  FAIR  VALUE  MEASUREMENTS",  which  provides  amendments  to
Subtopic 820-10 that requires new disclosures as follows:

     1.   Transfers  in and out of  Levels 1 and 2. A  reporting  entity  should
          disclose separately the amounts of significant transfers in and out of
          Level 1 and Level 2 fair value  measurements  and describe the reasons
          for the transfers.
     2.   Activity in Level 3 fair value measurements. In the reconciliation for
          fair value measurements using significant  unobservable  inputs (Level
          3), a reporting  entity should present  separately  information  about
          purchases,  sales,  issuances,  and  settlements  (that is, on a gross
          basis rather than as one net number).

This Update  provides  amendments  to  Subtopic  820-10  that  clarify  existing
disclosures as follows:

     1.   Level of disaggregation.  A reporting entity should provide fair value
          measurement  disclosures for each class of assets and  liabilities.  A
          class is often a subset of assets or liabilities within a line item in
          the statement of financial  position.  A reporting entity needs to use
          judgment  in  determining  the  appropriate   classes  of  assets  and
          liabilities.
     2.   Disclosures about inputs and valuation techniques.  A reporting entity
          should provide  disclosures about the valuation  techniques and inputs
          used to measure fair value for both  recurring and  nonrecurring  fair
          value  measurements.  Those  disclosures  are  required for fair value
          measurements that fall in either Level 2 or Level 3.

                                       19
<PAGE>
This Update also  includes  conforming  amendments to the guidance on employers'
disclosures  about  postretirement  benefit plan assets (Subtopic  715-20).  The
conforming  amendments  to Subtopic  715-20  change the  terminology  from MAJOR
CATEGORIES  of assets to CLASSES of assets and provide a cross  reference to the
guidance in Subtopic 820-10 on how to determine  appropriate  classes to present
fair value  disclosures.  The new  disclosures  and  clarifications  of existing
disclosures  are effective for interim and annual  reporting  periods  beginning
after December 15, 2009,  except for the  disclosures  about  purchases,  sales,
issuances, and settlements in the roll forward of activity in Level 3 fair value
measurements.  Those  disclosures are effective for fiscal years beginning after
December 15, 2010, and for interim periods within those fiscal years.

In December  2010,  the FASB  issued the FASB  Accounting  Standards  Update No.
2010-28  "INTANGIBLES--GOODWILL AND OTHER (TOPIC 350): WHEN TO PERFORM STEP 2 OF
THE GOODWILL  IMPAIRMENT TEST FOR REPORTING UNITS WITH ZERO OR NEGATIVE CARRYING
AMOUNTS"  ("ASU  2010-28").Under  ASU  2010-28,  if  the  carrying  amount  of a
reporting  unit is zero or  negative,  an entity must assess  whether it is more
likely than not that goodwill impairment exists. To make that determination,  an
entity should consider whether there are adverse  qualitative factors that could
impact the amount of goodwill, including those listed in ASC 350-20-35-30.  As a
result of the new guidance, an entity can no longer assert that a reporting unit
is not  required  to perform  the second step of the  goodwill  impairment  test
because the carrying  amount of the reporting unit is zero or negative,  despite
the existence of qualitative  factors that indicate goodwill is more likely than
not impaired. ASU 2010-28 is effective for public entities for fiscal years, and
for interim periods within those years,  beginning after December 15, 2010, with
early adoption prohibited.

In December  2010,  the FASB  issued the FASB  Accounting  Standards  Update No.
2010-29  "BUSINESS  COMBINATIONS  (TOPIC 805):  DISCLOSURE OF SUPPLEMENTARY  PRO
FORMA  INFORMATION  FOR  BUSINESS  COMBINATIONS"  ("ASU  2010-29").  ASU 2010-29
specifies that if a public entity presents comparative financial statements, the
entity should disclose revenue and earnings of the combined entity as though the
business combination(s) that occurred during the current year had occurred as of
the  beginning  of the  comparable  prior  annual  reporting  period  only.  The
amendments  in this Update also expand the  supplemental  pro forma  disclosures
under Topic 805 to include a  description  of the nature and amount of material,
nonrecurring  pro  forma  adjustments  directly  attributable  to  the  business
combination included in the reported pro forma revenue and earnings. The amended
guidance is  effective  prospectively  for business  combinations  for which the
acquisition  date is on or after the  beginning  of the first  annual  reporting
period beginning on or after December 15, 2010. Early adoption is permitted.

Management  does  not  believe  that  any  other  recently  issued,  but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying consolidated financial statements.

RESULTS OF OPERATIONS

REVENUES

We had no revenues for the period from  December  27, 2007 (date of  inception),
through March 31, 2011.

EXPENSES

Our expenses for the twelve month  periods  ended March 31, 2011 and 2010,  were
$12,815and $32,722, respectively. During the period from December 27, 2007 (date
of inception),  through March 31, 2011, we incurred  expenses of $55,144.  These
expenses  were  comprised   primarily  of  professional  fees  and  general  and
administrative expenses.

NET INCOME (LOSS)

Our net loss for the  twelve-month  periods ended March 31, 2011, and 2010, were
$12,815 and  $32,722,  respectively.  During the period from  December  27, 2007
(date of inception),  through March 31, 2011, we incurred a net loss of $55,144.
This  loss  consisted  of  professional  fees  and  general  and  administrative
expenses. Since inception, we have sold 77,700,000 shares of common stock.

OFF BALANCE SHEET TRANSACTIONS

We have had no off balance sheet transactions.

SIGNIFICANT EQUIPMENT

We do not intend to purchase or sell any plant or significant  equipment for the
next twelve months.

                                       20
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Our balance sheet as of March 31, 2011, reflects assets of $3,761 in the form of
cash and prepaid  expenses.  Since inception,  we have sold 77,700,000 shares of
common stock with gross proceeds of $51,000.  Cash  resources  provided from our
capital  formation  activities have, from inception,  been sufficient to provide
the working capital necessary to operate our Company.

We anticipate  generating losses in the near term, and therefore,  may be unable
to continue operations in the future. We require additional capital,  and we may
have to issue debt or equity or enter into a strategic  arrangement with a third
party to obtain such capital.  There can be no assurance that additional capital
will be available  to us. We  currently  have no  agreements,  arrangements,  or
understandings  with any person to obtain  funds  through  bank loans,  lines of
credit, or any other sources.

GOING CONCERN CONSIDERATION

Our registered  independent auditors included an explanatory  paragraph in their
report on the accompanying  financial  statements  regarding  concerns about our
ability  to  continue  as a going  concern.  Our  financial  statements  contain
additional  note  disclosures  describing  the  circumstances  that lead to this
disclosure by our registered independent auditors.

Due to this doubt about our ability to continue as a going  concern,  management
is open to new business  opportunities  which may prove more  profitable  to the
shareholders  of Advanced  Messaging  Solutions  Inc.. In the past, we have been
able to raise a limited  amount of capital  through  private  placements  of our
equity stock,  but we are uncertain  about our continued  ability to raise funds
privately.  Further,  we believe that our company may have difficulties  raising
capital unless we locate a prospective new business opportunity through which we
can pursue a new plan of operation.  If we are unable to secure adequate capital
to implement our current business plan or to continue our acquisition efforts of
a new business opportunity,  our business may fail and our stockholders may lose
some or all of their investment.

Should our original  business plan fail,  we anticipate  that the selection of a
business  opportunity  in which  to  participate  will be  complex  and  without
certainty  of success.  Management  believes  that there are  numerous  firms in
various industries seeking the perceived benefits of being a publicly registered
corporation.   Business   opportunities  may  be  available  in  many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely  difficult  and complex.  We can provide no assurance  that we will be
able to locate compatible business opportunities.

                                       21
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                                XCELMOBILITY INC.
                  (Formerly Advanced Messaging Solutions Inc.)

                             March 31, 2011 and 2010

                          Index to Financial Statements

Contents.                                                                Page(s)
---------                                                                -------

Report of Independent Registered Public Accounting Firm................     23

Balance Sheets at March 31, 2011 and 2010..............................     24

Statements of Operations for the Fiscal Years Ended March 31, 2011
and 2010 and for the Period from December 27, 2007 (Inception)
through March 31, 2011 ................................................     25

Statement of  Stockholders'  Equity  (Deficit)  for the Period from
December 27, 2007 (Inception) through March 31, 2011 ..................     26

Statements of Cash Flows for the Fiscal Years Ended March 31, 2011
and 2010 and for the Period from December 27, 2007 (Inception)
through March 31, 2011.................................................     27

Notes to the Financial Statements......................................     28


                                       22
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of XcelMobility Inc.
(Formerly Advanced Messaging Solutions Inc.)
(A Development Stage Company)
Gold River, California

We have audited the accompanying  balance sheets of XcelMobility Inc., (formerly
Advanced Messaging Solutions Inc.) a development stage company,  (the "Company")
as of  March  31,  2011  and  2010 and the  related  statements  of  operations,
stockholders'  equity  (deficit) and cash flows for the fiscal years then ended,
and for the period from  December 27, 2007  (inception)  through March 31, 2011.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of the Company as of March 31,
2011 and 2010 and the  results  of its  operations  and its cash  flows  for the
fiscal years then ended,  and for the period from December 27, 2007  (inception)
through  March 31,  2011 in  conformity  with  accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,   the  Company  had  a  deficit  accumulated  during  the
development  stage at  March  31,  2011 and had a net loss and net cash  used in
operating  activities  for the fiscal year then ended,  with no revenues  earned
since  inception.  These  factors  raise  substantial  doubt about the Company's
ability to continue as a going concern.  Management's  plans in regards to these
matters are also  described in Note 3. The  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.


/s/ Li & Company, PC
----------------------------------
Li & Company, PC

Skillman, New Jersey
June 21, 2011

                                       23
<PAGE>
                                XCELMOBILITY INC.
                  (Formerly Advanced Messaging Solutions Inc.)
                          (A Development Stage Company)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                            March 31,          March 31,
                                                                              2011               2010
                                                                            --------           --------
<S>                                                                         <C>                <C>
ASSETS

CURRENT ASSETS
  Cash                                                                      $  2,160           $ 20,131
  Prepaid expenses                                                             1,601                240
                                                                            --------           --------
Total current assets                                                           3,761             20,371
                                                                            --------           --------

Total assets                                                                $  3,761           $ 20,371
                                                                            ========           ========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                                          $  7,805           $ 11,600
  Due to stockholder                                                             100                100
                                                                            --------           --------
Total current liabilities                                                      7,905             11,700
                                                                            --------           --------

Total liabilities                                                              7,905             11,700
                                                                            --------           --------
STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock: $0.001 par value; 20,000,000 shares authorized;
   no shares issued or Outstanding                                                --                 --
  Common stock: $0.001 par value; 100,000,000 shares authorized;
   77,700,000 shares issued and Outstanding                                   77,700             77,700
  Additional paid-in capital                                                 (26,700)           (26,700)
  Deficit accumulated during the development stage                           (55,144)           (42,329)
                                                                            --------           --------
Total stockholders' equity (deficit)                                          (4,144)             8,671
                                                                            --------           --------

Total liabilities and stockholders' equity (deficit)                        $  3,761           $ 20,371
                                                                            ========           ========
</TABLE>


               See accompanying notes to the financial statements.

                                       24
<PAGE>
                                XCELMOBILITY INC.
                  (Formerly Advanced Messaging Solutions Inc.)
                          (A Development Stage Company)

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                      From
                                                                                                December 27, 2007
                                                           Fiscal Year         Fiscal Year        (Inception)
                                                             Ended               Ended              through
                                                            March 31,           March 31,           March 31,
                                                              2011                2010                2011
                                                          ------------        ------------        ------------
<S>                                                       <C>                 <C>                 <C>
REVENUE                                                   $         --        $         --        $         --
                                                          ------------        ------------        ------------
OPERATING EXPENSES
  Professional fees                                              5,250              27,132              39,382
  General and administrative                                     7,565               5,590              15,762
                                                          ------------        ------------        ------------

Loss before income taxes                                       (12,815)            (32,722)            (55,144)

Provision for income taxes                                          --                  --                  --
                                                          ------------        ------------        ------------

Net loss                                                  $    (12,815)       $    (32,722)       $    (55,144)
                                                          ============        ============        ============
Net loss per common share -
 basic and diluted                                        $      (0.00)       $      (0.00)
                                                          ============        ============

Weighted average number of common shares outstanding -
  Basic and diluted                                         77,700,000          77,700,000
                                                          ============        ============
</TABLE>


               See accompanying notes to the financial statements.

                                       25
<PAGE>
                                XCELMOBILITY INC.
                  (Formerly Advanced Messaging Solutions Inc.)
                          (A Development Stage Company)

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
    For the period from December 27, 2007 (Inception) through March 31, 2011

<TABLE>
<CAPTION>
                                                                              Deficit
                                                                            Accumulated       Total
                                         Common Stock          Additional    During the    Stockholders'
                                     ---------------------      Paid in     Development       Equity
                                     Shares         Amount      Capital        Stage         (Deficit)
                                     ------         ------      -------        -----         ---------
<S>                                <C>            <C>         <C>           <C>             <C>
Inception, December 27, 2007       52,500,000       $52,500     $(37,500)     $     --       $ 15,000

Net income                                                                          --             --
                                   ----------       -------     --------      --------       --------

Balance, March 31, 2008            52,500,000        52,500      (37,500)           --         15,000

Shares issued at $0.05 per
 share from September 16, 2008
 to December 29, 2008              25,200,000        25,200       10,800            --         36,000

Net loss                                                                        (9,607)        (9,607)
                                   ----------       -------     --------      --------       --------

Balance, March 31, 2009            77,700,000        77,700      (26,700)       (9,607)        41,393

Net loss                                                                       (32,722)       (32,722)
                                   ----------       -------     --------      --------       --------

Balance, March 31, 2010            77,700,000        77,700      (26,700)      (42,329)         8,671

Net loss                                                                       (12,815)       (12,815)
                                   ----------       -------     --------      --------       --------

Balance, March 31, 2011            77,700,000        77,700      (26,700)     $(55,144)      $ (4,144)
                                   ==========       =======     ========      ========       ========
</TABLE>


               See accompanying notes to the financial statements.

                                       26
<PAGE>
                                XCELMOBILITY INC.
                  (Formerly Advanced Messaging Solutions Inc.)
                          (A Development Stage Company)

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                  From
                                                                                             December 27, 2007
                                                          Fiscal Year        Fiscal Year       (Inception)
                                                            Ended              Ended             through
                                                           March 31,          March 31,          March 31,
                                                             2011               2010               2011
                                                           --------           --------           --------
<S>                                                        <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                 $(12,815)          $(32,722)          $(55,144)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
  Changes in operating assets and liabilities
    Prepaid expenses                                         (1,361)               599             (1,601)
    Accounts payable                                         (3,795)             7,600              7,805
                                                           --------           --------           --------

Net cash used in operating activities                       (17,971)           (24,523)           (48,940)
                                                           --------           --------           --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in due to stockholder                                 --                 --                100
  Proceeds from issuance of common stock                         --                 --             51,000
                                                           --------           --------           --------

Net cash provided by financing activities                        --                 --             51,100
                                                           --------           --------           --------

Net change in cash                                          (17,971)           (24,523)             2,160

Cash, beginning of the period                                20,131             44,654                 --
                                                           --------           --------           --------

Cash, end of the period                                    $  2,160           $ 20,131           $  2,160
                                                           ========           ========           ========

Supplemental disclosures of cash flow information

Cash paid for:
  Interest                                                 $     --           $     --           $     --
                                                           ========           ========           ========
  Income taxes                                             $     --           $     --           $     --
                                                           ========           ========           ========
</TABLE>


               See accompanying notes to the financial statements.

                                       27
<PAGE>
                                XCELMOBILITY INC.
                  (Formerly Advanced Messaging Solutions Inc.)
                          (A Development Stage Company)
                             March 31, 2011 and 2010

                        NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS

XcelMobility Inc. (formerly  Advanced  Messaging  Solutions Inc.) (a development
stage company) ("Xcel" or the "Company") was incorporated  under the laws of the
State  of  Nevada  on  December  27,  2007.  Initial  operations  have  included
organization and incorporation,  target market identification,  marketing plans,
and capital  formation.  A substantial  portion of the Company's  activities has
involved developing a business plan and establishing  contacts and visibility in
the  marketplace.  The Company is engaged in the  development  and  marketing of
secure  text  messaging  service  for desktop  computer  users.  The Company has
generated no revenues since inception.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The  Company's  financial  statements  have been  prepared  in  accordance  with
accounting  principles generally accepted in the United States of America ("U.S.
GAAP").

DEVELOPMENT STAGE COMPANY

The Company is a development  stage  company as defined by section  810-10-20 of
the FASB  Accounting  Standards  Codification.  The  Company  is still  devoting
substantially  all of its efforts on  establishing  the business and its planned
principal operations have not commenced.  All losses accumulated since inception
have been considered as part of the Company's exploration stage activities.

USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles of the United States requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the reported  amounts of revenues and expenses  during the year.
Actual results may differ from the estimates.

Due to the limited level of operations, the Company has not had to make material
assumptions or estimates  other than the assumption  that the Company is a going
concern.

FISCAL YEAR END

The Company elected March 31 as its fiscal year ending date.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows  paragraph  825-10-50-10  of the FASB  Accounting  Standards
Codification for disclosures  about fair value of its financial  instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph
820-10-35-37") to measure the fair value of its financial instruments. Paragraph
820-10-35-37  establishes  a framework  for  measuring  fair value in  generally
accepted  accounting  principles (U.S. GAAP), and expands disclosures about fair
value  measurements.  To increase  consistency and  comparability  in fair value
measurements and related disclosures,  Paragraph 820-10-35-37 establishes a fair
value  hierarchy which  prioritizes  the inputs to valuation  techniques used to
measure fair value into three (3) broad levels.  The fair value  hierarchy gives
the  highest  priority  to quoted  prices  (unadjusted)  in active  markets  for
identical assets or liabilities and the lowest priority to unobservable  inputs.
The three (3) levels of fair value hierarchy  defined by Paragraph  820-10-35-37
are described below:

                                       28
<PAGE>
Level 1   Quoted market prices available in active markets for identical
          assets or liabilities as of the reporting date.

Level 2   Pricing inputs other than quoted prices in active markets included
          in Level 1, which are either directly or indirectly observable as of
          the reporting date.

Level 3   Pricing inputs that are generally observable inputs and not
          corroborated by market data.

Financial  assets are  considered  Level 3 when their fair values are determined
using pricing models,  discounted cash flow  methodologies or similar techniques
and at least one significant model assumption or input is unobservable.

The  fair  value  hierarchy   gives  the  highest   priority  to  quoted  prices
(unadjusted)  in active  markets for  identical  assets or  liabilities  and the
lowest  priority  to  unobservable  inputs.  If the inputs  used to measure  the
financial  assets and  liabilities  fall  within  more than one level  described
above, the categorization is based on the lowest level input that is significant
to the fair value measurement of the instrument.

The carrying amounts of the Company's financial assets and liabilities,  such as
cash,  prepaid  expenses  and accrued  expenses,  approximate  their fair values
because of the short maturity of these instruments.

Transactions  involving  related parties cannot be presumed to be carried out on
an arm's-length basis, as the requisite  conditions of competitive,  free-market
dealings may not exist. Representations about transactions with related parties,
if made, shall not imply that the related party transactions were consummated on
terms equivalent to those that prevail in arm's-length  transactions unless such
representations can be substantiated.

It is not  however,  practical  to  determine  the fair value of  advances  from
stockholders due to their related party nature.

CASH EQUIVALENTS

The Company  considers all highly liquid  investments  with  maturities of three
months or less at the time of purchase to be cash equivalents.

RELATED PARTIES

The  Company  follows   subtopic   850-10  of  the  FASB  Accounting   Standards
Codification for the identification of related parties and disclosure of related
party transactions.

Pursuant to Section  850-10-20 the related  parties include a. affiliates of the
Company;  b. entities for which  investments in their equity securities would be
required,  absent the  election  of the fair value  option  under the Fair Value
Option Subsection of Section 825-10-15, to be accounted for by the equity method
by the investing entity; c. trusts for the benefit of employees, such as pension
and  profit-sharing  trusts  that are  managed  by or under the  trusteeship  of
management;  d.principal owners of the Company; e. management of the Company; f.
other  parties  with which the  Company  may deal if one party  controls  or can
significantly  influence the management or operating policies of the other to an
extent  that one of the  transacting  parties  might  be  prevented  from  fully
pursuing its own separate interests; and g. other parties that can significantly
influence the  management or operating  policies of the  transacting  parties or
that  have an  ownership  interest  in one of the  transacting  parties  and can
significantly  influence  the  other  to an  extent  that  one  or  more  of the
transacting  parties  might be  prevented  from fully  pursuing its own separate
interests.

                                       29
<PAGE>
The financial  statements  shall include  disclosures of material  related party
transactions,  other than compensation  arrangements,  expense  allowances,  and
other similar items in the ordinary course of business.  However,  disclosure of
transactions  that are eliminated in the preparation of consolidated or combined
financial statements is not required in those statements.  The disclosures shall
include:  a. the nature of the  relationship(s)  involvedb.  description  of the
transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and
such other  information  deemed  necessary to an understanding of the effects of
the  transactions  on  the  financial  statements;  c.  the  dollar  amounts  of
transactions  for each of the periods for which income  statements are presented
and the effects of any change in the method of establishing  the terms from that
used in the preceding period; and d. mounts due from or to related parties as of
the date of each balance sheet  presented  and, if not otherwise  apparent,  the
terms and manner of settlement.

COMMITMENT AND CONTINGENCIES

The  Company  follows   subtopic   450-20  of  the  FASB  Accounting   Standards
Codification  to report  accounting for  contingencies.  Certain  conditions may
exist as of the date the consolidated financial statements are issued, which may
result in a loss to the Company but which will only be resolved when one or more
future  events  occur or fail to occur.  The Company  assesses  such  contingent
liabilities, and such assessment inherently involves an exercise of judgment. In
assessing  loss  contingencies  related to legal  proceedings  that are  pending
against the Company or  unasserted  claims that may result in such  proceedings,
the  Company  evaluates  the  perceived  merits  of  any  legal  proceedings  or
unasserted claims as well as the perceived merits of the amount of relief sought
or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the  liability  can be estimated,  then
the estimated liability would be accrued in the Company's consolidated financial
statements.   If  the  assessment  indicates  that  a  potential  material  loss
contingency  is not  probable  but is  reasonably  possible,  or is probable but
cannot  be  estimated,  then the  nature  of the  contingent  liability,  and an
estimate of the range of possible losses, if determinable and material, would be
disclosed.

Loss  contingencies  considered  remote are generally not disclosed  unless they
involve guarantees, in which case the guarantees would be disclosed.  Management
does not believe,  based upon  information  available  at this time,  that these
matters  will  have a  material  adverse  effect on the  Company's  consolidated
financial position,  results of operations or cash flows.  However,  there is no
assurance  that such  matters  will not  materially  and  adversely  affect  the
Company's business, financial position, and results of operations or cash flows.

REVENUE RECOGNITION

The Company follows  paragraph  605-10-S99-1  of the FASB  Accounting  Standards
Codification for revenue recognition. The Company will recognize revenue when it
is realized or realizable and earned.  The Company considers revenue realized or
realizable and earned when it has persuasive evidence of an arrangement that the
services  have  been  rendered  to the  customer,  the  sales  price is fixed or
determinable, and collectability is reasonably assured.

INCOME TAXES

The Company  accounts  for income  taxes  under  Section  740-10-30  of the FASB
Accounting  Standards  Codification.  Deferred income tax assets and liabilities
are determined  based upon differences  between the financial  reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and
laws  that will be in effect  when the  differences  are  expected  to  reverse.
Deferred  tax  assets  are  reduced  by a  valuation  allowance  to  the  extent
management  concludes  it is more  likely  than not that the assets  will not be
realized.  Deferred tax assets and  liabilities  are measured  using enacted tax
rates expected to apply to taxable income in the years in which those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities of a change in tax rates is recognized in the statements
of operations in the period that includes the enactment date.

                                       30
<PAGE>
The  Company  adopted  section  740-10-25  of  the  FASB  Accounting   Standards
Codification   ("Section   740-10-25").    Section   740-10-25   addresses   the
determination of whether tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements.  Under Section 740-10-25,
the Company may recognize the tax benefit from an uncertain tax position only if
it is  more  likely  than  not  that  the tax  position  will  be  sustained  on
examination  by the taxing  authorities,  based on the  technical  merits of the
position.  The tax benefits  recognized in the financial  statements from such a
position should be measured based on the largest benefit that has a greater than
fifty percent  (50%)  likelihood  of being  realized  upon ultimate  settlement.
Section  740-10-25  also provides  guidance on  de-recognition,  classification,
interest  and  penalties  on income  taxes,  accounting  in interim  periods and
requires increased  disclosures.  The Company had no material adjustments to its
liabilities for unrecognized  income tax benefits according to the provisions of
Section 740-10-25.

NET LOSS PER COMMON SHARE

Net loss per common share is computed  pursuant to section 260-10-45 of the FASB
Accounting Standards  Codification.  Basic net loss per common share is computed
by dividing  net loss by the weighted  average  number of shares of common stock
outstanding during the period.  Diluted net loss per common share is computed by
dividing net loss by the weighted  average  number of shares of common stock and
potentially outstanding shares of common stock during the period.

There were no potentially  dilutive  shares  outstanding as of March 31, 2011 or
2010.

CASH FLOWS REPORTING

The Company adopted  paragraph  230-10-45-24  of the FASB  Accounting  Standards
Codification  for cash flows  reporting,  classifies  cash receipts and payments
according  to  whether  they  stem  from  operating,   investing,  or  financing
activities and provides  definitions of each category,  and uses the indirect or
reconciliation  method ("Indirect method") as defined by paragraph  230-10-45-25
of the FASB  Accounting  Standards  Codification  to  report  net cash flow from
operating  activities  by adjusting  net income to reconcile it to net cash flow
from  operating  activities by removing the effects of (a) all deferrals of past
operating  cash  receipts  and  payments  and all  accruals of  expected  future
operating  cash receipts and payments and (b) all items that are included in net
income that do not affect operating cash receipts and payments.

SUBSEQUENT EVENTS

The Company  follows the guidance in Section  855-10-50  of the FASB  Accounting
Standards Codification for the disclosure of subsequent events. The Company will
disclose the date through which  subsequent  events have been evaluated and that
date is the date when the financial statements were issued.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January  2010,  the FASB  issued  the FASB  Accounting  Standards  Update No.
2010-06  "FAIR  VALUE   MEASUREMENTS  AND  DISCLOSURES   (TOPIC  820)  IMPROVING
DISCLOSURES  ABOUT  FAIR  VALUE  MEASUREMENTS",  which  provides  amendments  to
Subtopic 820-10 that requires new disclosures as follows:

     1.   Transfers  in and out of  Levels 1 and 2. A  reporting  entity  should
          disclose separately the amounts of significant transfers in and out of
          Level 1 and Level 2 fair value  measurements  and describe the reasons
          for the transfers.
     2.   Activity in Level 3 fair value measurements. In the reconciliation for
          fair value measurements using significant  unobservable  inputs (Level
          3), a reporting  entity should present  separately  information  about
          purchases,  sales,  issuances,  and  settlements  (that is, on a gross
          basis rather than as one net number).

                                       31
<PAGE>
This Update  provides  amendments  to  Subtopic  820-10  that  clarify  existing
disclosures as follows:

     1.   Level of disaggregation.  A reporting entity should provide fair value
          measurement  disclosures for each class of assets and  liabilities.  A
          class is often a subset of assets or liabilities within a line item in
          the statement of financial  position.  A reporting entity needs to use
          judgment  in  determining  the  appropriate   classes  of  assets  and
          liabilities.
     2.   Disclosures about inputs and valuation techniques.  A reporting entity
          should provide  disclosures about the valuation  techniques and inputs
          used to measure fair value for both  recurring and  nonrecurring  fair
          value  measurements.  Those  disclosures  are  required for fair value
          measurements that fall in either Level 2 or Level 3.

This Update also  includes  conforming  amendments to the guidance on employers'
disclosures  about  postretirement  benefit plan assets (Subtopic  715-20).  The
conforming  amendments  to Subtopic  715-20  change the  terminology  from MAJOR
CATEGORIES  of assets to CLASSES of assets and provide a cross  reference to the
guidance in Subtopic 820-10 on how to determine  appropriate  classes to present
fair value  disclosures.  The new  disclosures  and  clarifications  of existing
disclosures  are effective for interim and annual  reporting  periods  beginning
after December 15, 2009,  except for the  disclosures  about  purchases,  sales,
issuances, and settlements in the roll forward of activity in Level 3 fair value
measurements.  Those  disclosures are effective for fiscal years beginning after
December 15, 2010, and for interim periods within those fiscal years.

In December  2010,  the FASB  issued the FASB  Accounting  Standards  Update No.
2010-28  "INTANGIBLES--GOODWILL AND OTHER (TOPIC 350): WHEN TO PERFORM STEP 2 OF
THE GOODWILL  IMPAIRMENT TEST FOR REPORTING UNITS WITH ZERO OR NEGATIVE CARRYING
AMOUNTS"  ("ASU  2010-28").Under  ASU  2010-28,  if  the  carrying  amount  of a
reporting  unit is zero or  negative,  an entity must assess  whether it is more
likely than not that goodwill impairment exists. To make that determination,  an
entity should consider whether there are adverse  qualitative factors that could
impact the amount of goodwill, including those listed in ASC 350-20-35-30.  As a
result of the new guidance, an entity can no longer assert that a reporting unit
is not  required  to perform  the second step of the  goodwill  impairment  test
because the carrying  amount of the reporting unit is zero or negative,  despite
the existence of qualitative  factors that indicate goodwill is more likely than
not impaired. ASU 2010-28 is effective for public entities for fiscal years, and
for interim periods within those years,  beginning after December 15, 2010, with
early adoption prohibited.

In December  2010,  the FASB  issued the FASB  Accounting  Standards  Update No.
2010-29  "BUSINESS  COMBINATIONS  (TOPIC 805):  DISCLOSURE OF SUPPLEMENTARY  PRO
FORMA  INFORMATION  FOR  BUSINESS  COMBINATIONS"  ("ASU  2010-29").  ASU 2010-29
specifies that if a public entity presents comparative financial statements, the
entity should disclose revenue and earnings of the combined entity as though the
business combination(s) that occurred during the current year had occurred as of
the  beginning  of the  comparable  prior  annual  reporting  period  only.  The
amendments  in this Update also expand the  supplemental  pro forma  disclosures
under Topic 805 to include a  description  of the nature and amount of material,
nonrecurring  pro  forma  adjustments  directly  attributable  to  the  business
combination included in the reported pro forma revenue and earnings. The amended
guidance is  effective  prospectively  for business  combinations  for which the
acquisition  date is on or after the  beginning  of the first  annual  reporting
period beginning on or after December 15, 2010. Early adoption is permitted.

Management  does  not  believe  that  any  other  recently  issued,  but not yet
effective accounting pronouncements, if adopted, would have a material effect on
the accompanying consolidated financial statements.

NOTE 3 - GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  As  reflected  in the  accompanying
financial  statements,   the  Company  had  a  deficit  accumulated  during  the
development  stage of $55,144 at March 31,  2011,  a net loss of $12,815 and net
cash used in  operating  activities  of $17,971  for the year then ended with no
revenues earned since inception.

                                       32
<PAGE>
While the Company is attempting to generate sufficient  revenues,  the Company's
cash  position  may not be enough to support  the  Company's  daily  operations.
Management  intends  to raise  additional  funds by way of a public  or  private
offering.  Management believes that the actions presently being taken to further
implement  its  business  plan and  generate  sufficient  revenues  provide  the
opportunity  for the Company to continue as a going  concern.  While the Company
believes in the viability of its strategy to generate sufficient revenues and in
its  ability  to raise  additional  funds,  there can be no  assurances  to that
effect.  The ability of the Company to continue as a going  concern is dependent
upon the Company's  ability to further  implement its business plan and generate
sufficient revenues.

The financial  statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.

NOTE 4 - RELATED PARTY TRANSACTIONS

FREE OFFICE SPACE

The Company has been provided office space by its Chief Executive  Officer at no
cost. The management  determined that such cost is nominal and did not recognize
the rent expense in its financial statements.

DUE TO STOCKHOLDER

The amount owing to a  stockholder  is  unsecured,  non-interest  bearing and is
payable on demand.

NOTE 5 - STOCKHOLDERS' EQUITY

SALE OF COMMON STOCK

On December 27, 2007 the Company issued  1,500,000 shares of its common stock at
$0.05 per share to the  company's  directors  for  $15,000  in the form of stock
subscription receivables, all of which were collected on April 22, 2008.

For the period from  September  16, 2008 to December  29, 2008 the company  sold
720,000  shares  of its  common  stock at $0.05  per  share  for  $36,000  to 36
individuals.

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 forward split increased
the number of the Company's  issued and outstanding  common stock to 77,700,000,
from the current 2,220,000.  The financial statements give retroactive effect to
this forward stock split.

NOTE 6 - INCOME TAXES

DEFERRED TAX ASSETS

At March 31, 2011, the Company had net operating loss ("NOL") carry-forwards for
Federal income tax purposes of $55,144 that may be offset against future taxable
income  through 2031. No tax benefit has been reported with respect to these net
operating loss carry-forwards in the accompanying  financial  statements because
the Company  believes  that the  realization  of the  Company's net deferred tax
assets of  approximately  $18,749  was not  considered  more likely than not and
accordingly, the potential tax benefits of the net loss carry-forwards are fully
offset by a valuation allowance of $18,749.

Deferred tax assets consist  primarily of the tax effect of NOL  carry-forwards.
The Company has provided a full  valuation  allowance on the deferred tax assets
because of the uncertainty regarding its realizability.  The valuation allowance
increased  approximately $4,357 and $11,125 for the fiscal years ended March 31,
2011 and 2010, respectively.

                                       33
<PAGE>
Components of deferred tax assets at March 31, 2011 and 2010 are as follows:


                                                        March 31,      March 31,
                                                          2011           2010
                                                        --------       --------
Net deferred tax assets - Non-current:
  Expected income tax benefit from NOL carry-forwards   $ 18,749       $ 14,392
  Less valuation allowance                               (18,749)       (14,392)
                                                        --------       --------

Deferred tax assets, net of valuation allowance         $     --       $     --
                                                        ========       ========

INCOME TAXES IN THE STATEMENTS OF OPERATIONS

A  reconciliation  of the federal  statutory  income tax rate and the  effective
income tax rate as a percentage of income before income taxes is as follows:

                                                 For the Fiscal   For the Fiscal
                                                   Year Ended       Year Ended
                                                    March 31,        March 31,
                                                      2011             2010
                                                    --------         --------
Federal statutory income tax rate                     34.0%            34.0%
Change in valuation allowance on net operating
 loss carry-forwards                                 (34.0)%          (34.0)
Effective income tax rate                              0.0%             0.0%

NOTE 7 - SUBSEQUENT EVENTS

The  Company has  evaluated  all events that  occurred  after the balance  sheet
through the date when the financial  statements were issued to determine if they
must be reported.  The Management of the Company  determined  that there were no
reportable subsequent events to be disclosed.

                                       34
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,
as amended  (the  "Exchange  Act"),  as of March 31,  2011,  we  carried  out an
evaluation of the  effectiveness  of the design and operation of our  disclosure
controls and  procedures.  This evaluation was carried out under the supervision
and with the participation of our management, our President (Principal Executive
Officer  and  Principal  Financial  Officer).  Based  upon the  results  of that
evaluation,  our  management  has  concluded  that,  as of March 31,  2011,  our
disclosure  controls  and  procedures  were  effective,  in  that  they  provide
reasonable  assurance that material  information related to our Company required
to be  disclosed in the reports that we file or submit under the Exchange Act is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's  rules and forms,  and that such  information  is  accumulated  and
communicated to management to allow timely decisions on required disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting.  Internal control over financial reporting is
defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange
Act of 1934 as a process designed by, or under the supervision of, the company's
principal  executive  and  principal  financial  officers  and  effected  by the
company's  board of  directors,  management  and  other  personnel,  to  provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
accounting  principles  generally  accepted in the United  States of America and
includes those policies and procedures that:

     -    Pertain  to the  maintenance  of  records  that in  reasonable  detail
          accurately and fairly reflect the transactions and dispositions of the
          assets of the company;
     -    Provide  reasonable   assurance  that  transactions  are  recorded  as
          necessary to permit preparation of financial  statements in accordance
          with accounting  principles generally accepted in the United States of
          America and that  receipts and  expenditures  of the company are being
          made  only  in  accordance  with   authorizations  of  management  and
          directors of the company; and
     -    Provide reasonable  assurance regarding prevention or timely detection
          of  unauthorized  acquisition,  use or  disposition  of the  company's
          assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  Projections  of any  evaluation  of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may  deteriorate.  All internal control systems,
no matter how well designed,  have inherent limitations.  Therefore,  even those
systems  determined to be effective can provide only  reasonable  assurance with
respect to financial  statement  preparation  and  presentation.  Because of the
inherent  limitations  of  internal  control,  there  is a  risk  that  material
misstatements  may not be  prevented  or detected on a timely  basis by internal
control over financial reporting.  However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.

As of March 31, 2011, our principal  executive  officer and principal  financial
officer  assessed  the  effectiveness  of our internal  control  over  financial
reporting  based on the criteria for effective  internal  control over financial
reporting  established in Internal  Control--Integrated  Framework issued by the
Committee of Sponsoring  Organizations of the Treadway  Commission  ("COSO") and
SEC  guidance on  conducting  such  assessments.  Based on that  evaluation,  he
concluded that, during the period covered by this report, such internal controls
and procedures were not effective.  This was due to deficiencies that existed in
the design or  operation  of our  internal  controls  over  financial  reporting
described below which adversely  affected our internal controls and which may be
considered to be material weaknesses.

                                       35
<PAGE>
The matters  involving  internal  controls  and  procedures  that our  principal
executive  officer and  principal  financial  officer  considered to be material
weaknesses under the standards of the Public Company Accounting  Oversight Board
were: (1) lack of a functioning  audit  committee due to a lack of a majority of
independent  members and a lack of a majority of outside  directors on our board
of  directors,  resulting  in  ineffective  oversight in the  establishment  and
monitoring  of  required  internal  controls  and  procedures;   (2)  inadequate
segregation of duties  consistent with control  objectives;  and (3) ineffective
controls  over period end financial  disclosure  and  reporting  processes.  The
aforementioned  material  weaknesses were identified by our principal  executive
officer and  principal  financial  officer in  connection  with the audit of our
financial statements as of March 31, 2011.

Our principal  executive  officer and principal  financial officer believes that
the  material  weaknesses  set  forth in items (2) and (3) above did not have an
effect on our financial results.  However,  our principal  executive officer and
principal  financial  officer  believes  that  the lack of a  functioning  audit
committee  and the lack of a  majority  of  outside  directors  on our  board of
directors result in ineffective oversight in the establishment and monitoring of
required  internal  controls  and  procedures,  which could result in a material
misstatement in our financial statements in future periods.

This  annual  report  does not include an  attestation  report of the  Company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the Company's
registered  public  accounting  firm pursuant to temporary rules of the SEC that
permit the  Company  to  provide  only the  management's  report in this  annual
report.

MANAGEMENT'S REMEDIATION INITIATIVES

In  an  effort  to  remediate  the  identified  material  weaknesses  and  other
deficiencies and enhance our internal  controls,  we have initiated,  or plan to
initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives
and will increase our personnel  resources  and technical  accounting  expertise
within the  accounting  function when funds are available to us. And, we plan to
appoint one or more outside  directors  to our board of  directors  who shall be
appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required
internal  controls and procedures such as reviewing and approving  estimates and
assumptions made by management when funds are available to us.

Management  believes that the appointment of one or more outside directors,  who
shall be appointed to a fully functioning audit committee,  will remedy the lack
of a functioning  audit committee and a lack of a majority of outside  directors
on our Board.

We anticipate that these  initiatives will be at least partially,  if not fully,
implemented  by December  31,  2011.  Additionally,  we plan to test our updated
controls and remediate our deficiencies by July 31, 2012.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in our  internal  controls  over  financial  reporting  that
occurred  during  the  period  covered  by this  report,  which  has  materially
affected,  or is reasonably likely to materially  affect,  our internal controls
over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

                                       36
<PAGE>
                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE EXECUTIVE
         OFFICER AND DIRECTORS.

Our officers and directors and their ages and positions are as follows:

            Name                     Age                 Position
            ----                     ---                 --------

     Jaime Brodeth                   44            President and Director

     Moses Carlo Supera Paez         28            Director

BIOGRAPHICAL INFORMATION

Set forth below is a brief description of the background and business experience
of our executive officer and director for the past five years.

JAIME BRODETH has served as our  President  and Director  since our inception on
December 27, 2007.  Since  November 2004, Mr. Brodeth has served as a supervisor
at the North American  Analytics  Research  department of Georgeson  Shareholder
Analytics  where he is  responsible  for  receipt,  deployments  and tracking of
workload  as well as  keeping  a high  level  of data  integrity  while  meeting
throughput targets. From February 2004 through June 2004, Mr. Brodeth worked for
Tomas,  Vitaly & Partners,  as the Administration  Manager of the representative
office of the Cyprus-based company,  which served as a sub-contractor to Anthony
Frisone,  National Futures  Association,  a United States based foreign exchange
trading company  conducting  currency trades for clients,  where Mr. Brodeth was
responsible for  supervising  the lead generation  department and overseeing the
publication  of trading  reports.  From January 2002 through  November  2003 Mr.
Brodeth  worked as the Marketing  Manager for  Folyovolgy,  a Hungarian  venture
capital  firm with an office in the  Philippines,  where he managed the resource
desk that invited clients to participate in the company's  funding  initiatives.
Mr. Brodeth graduated from Sillman University,  Philippines with a BS Psychology
in 1988.

MOSES  CARLO  SUPERA  PAEZ has served as our  Director  since our  inception  on
December   27,  2007.   Since  March  2007,   Mr.  Paez  has  served  as  a  Web
Developer/Programmer  and Technical Support person for Supersoft Technology Inc.
While at Supersoft, Mr. Paez has developed and maintained SMS-based systems that
are used for the automation of sending and receiving  short message  service and
has been involved in developing and maintaining a  point-of-sale  ("POS") system
for incoming and outgoing sales,  printing of receipts and sales  invoices.  Mr.
Paez is also  involved  in the  maintenance  and  enhancement  of a Multi  Level
Marketing  system used for handling the payout for  multi-level  marketers.  Mr.
Paez also handles  maintenance of computer servers,  provides  technical support
for users,  handles  troubleshooting  and conducts  computer training as needed.
Prior to Supersoft  Technology Inc., Mr. Paez was a student and did not have any
significant  employment.  Mr. Paez  graduated from AMA Computer  College,  Davao
City, Philippines with a B.S. Computer Engineering in 2005.

COMMITTEES OF THE BOARD OF DIRECTORS

To date, our Board of Directors has not  established a nominating and governance
committee, a compensation committee, nor an audit committee.

CODE OF ETHICS

We currently do not have a Code of Ethics.

                                       37
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires our
directors,  executive  officers,  and stockholders  holding more than 10% of our
outstanding  common stock,  to file with the Securities and Exchange  Commission
initial  reports of ownership and reports of changes in beneficial  ownership of
our  common  stock.   Executive   officers,   directors   and   greater-than-10%
stockholders  are required by SEC  regulations  to furnish us with copies of all
Section 16(a) reports they file. To our knowledge, based solely on review of the
copies of such reports  furnished to us for the period ended March 31, 2010,  no
Section 16(a) reports required to be filed by our executive officers,  directors
and greater-than-10% stockholders were not filed on a timely basis.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No director,  executive officer,  significant  employee or control person of the
Company  has been  involved  in any legal  proceeding  listed in Item  401(f) of
Regulation S-K in the past 10 years.

ITEM 11. EXECUTIVE COMPENSATION.

The particulars of compensation  paid to the following persons during the fiscal
period ended March 31, 2010 are set out in the summary compensation table below:

     *    our Chief Executive Officer (Principal Executive Officer);
     *    our Chief Financial Officer (Principal Financial Officer);
     *    each of our three most highly compensated  executive  officers,  other
          than the  Principal  Executive  Officer  and the  Principal  Financial
          Officer,  who were  serving as  executive  officers  at the end of the
          fiscal year ended March 31, 2011; and
     *    up to two additional  individuals for whom disclosure  would have been
          provided under the item above but for the fact that the individual was
          not  serving as our  executive  officer at the end of the fiscal  year
          ended March 31, 2011;

          (collectively, the "Named Executive Officers"):

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
               Fiscal                                                 Non-Equity      Nonqualified
 Name and       Year                                                  Incentive         Deferred
 Principal     Ended                           Stock      Option        Plan         Compensation    All Other
 Position     July 31,  Salary($)  Bonus($)  Awards($)  Awards($)  Compensation($)   Earnings($)  Compensation($) Totals($)
 --------     --------  ---------  --------  ---------  ---------  ---------------   -----------  --------------- ---------
<S>           <C>        <C>       <C>         <C>      <C>        <C>               <C>           <C>             <C>
Mr. Jaime      2011         0         0          0          0             0                0             0            0
Brodeth (1)    2010         0         0          0          0             0                0             0            0
</TABLE>

Notes:

(1)  Mr. Brodeth has been our President and a Director since we were
     incorporated on December 27, 2007.

                                       38
<PAGE>
                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

<TABLE>
<CAPTION>
                                      Option Awards                                           Stock Awards
          ----------------------------------------------------------------   ----------------------------------------------
                                                                                                                    Equity
                                                                                                                   Incentive
                                                                                                        Equity       Plan
                                                                                                       Incentive    Awards:
                                                                                                         Plan      Market or
                                                                                                        Awards:     Payout
                                             Equity                                                    Number of   Value of
                                            Incentive                           Number                 Unearned    Unearned
                                           Plan Awards;                           of        Market      Shares,     Shares,
            Number of      Number of        Number of                           Shares     Value of    Units or    Units or
           Securities     Securities       Securities                          or Units   Shares or     Other        Other
           Underlying     Underlying       Underlying                          of Stock    Units of     Rights      Rights
           Unexercised    Unexercised      Unexercised   Option     Option       That     Stock That     That        That
            Options         Options         Unearned    Exercise  Expiration   Have Not    Have Not    Have Not    Have Not
Name      Exercisable(#) Unexercisable(#)   Options(#)   Price($)    Date      Vested(#)   Vested($)   Vested(#)   Vested($)
----      -------------- ----------------  ----------    -----       ----      ---------   ---------   ---------   ---------
<S>            <C>            <C>            <C>        <C>         <C>         <C>        <C>         <C>        <C>
Mr. Jaime
Brodeth        --             --               --          --         --          --          --          --          --
</TABLE>

OPTION GRANTS AND EXERCISES

There were no option grants or exercises by any of the executive  officers named
in the Summary Compensation Table above.

EMPLOYMENT AGREEMENTS

We have not  entered  into  employment  and/or  consultant  agreements  with our
Directors and officers.

 COMPENSATION OF DIRECTORS

All directors  receive  reimbursement for reasonable  out-of-pocket  expenses in
attending board of directors meetings and for promoting our business.  From time
to time we may  engage  certain  members  of the board of  directors  to perform
services  on our  behalf.  In such cases,  we  compensate  the members for their
services at rates no more  favorable  than could be obtained  from  unaffiliated
parties.  Our directors have not received any  compensation  for the fiscal year
ended March 31, 2011.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

BENEFICIAL OWNERSHIP OF HOLDINGS

The table  below sets forth the  number and  percentage  of shares of our common
stock owned as of March 31, 2011 , by the following  persons:  (i)  stockholders
known  to us who own 5% or  more of our  outstanding  shares,  (ii)  each of our
Directors,  and (iii) our officers and  Directors as a group.  Unless  otherwise
indicated,  each of the  stockholders  has sole voting and investment power with
respect to the shares beneficially owned.

                                       39
<PAGE>
<TABLE>
<CAPTION>
                      Name and Address of          Amount and Nature         Percentage of
Title of Class        Beneficial Owner(2)       of Beneficial Ownership         Class(1)
--------------        -------------------       -----------------------         --------
<S>                   <C>                          <C>                        <C>
Common Stock         Mr. Jaime Brodeth                26,250,000                 33.78%

Common Stock         Mr. Moses Carlo Supera Paez      26,250,000                 33.78%

all officers as
 a Group                                              52,500,000                 67.57%
</TABLE>

----------
(1)  Based on 77,700,000 shares of our common stock outstanding.

CHANGES IN CONTROL

There are no existing arrangements that may result in a change in control of the
Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

The following  table sets forth  information  regarding our equity  compensation
plans.

<TABLE>
<CAPTION>

                               Number of                                            Number of securities
                         securities to be issued       Weighted-average         remaining available for future
                            upon exercise of           exercise price of            issuance under equity
                          outstanding options,        outstanding options,      compensation plans (excluding
Plan category             warrants and rights         warrants and rights      securities reflected in column (a)
-------------             -------------------         -------------------      ----------------------------------
                                 (a)                          (b)                             (c)
<S>                      <C>                         <C>                      <C>
Equity compensation
plans approved by
security holders                 --                           --                               --

Equity compensation
plans not approved
by security holders              --                           --                               --

Total                            --                           --                               --
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
         INDEPENDENCE.

Other  than the  transactions  discussed  below,  we have not  entered  into any
transaction  nor  are  there  any  proposed  transactions  in  which  any of our
Directors,  executive  officers,  stockholders  or any  member of the  immediate
family of any of the foregoing  had or is to have a direct or indirect  material
interest.

As at March 31, 2011,  there is a balance owing to a stockholder  of the Company
in the amount of $100.

The  officers  and  directors  of the  Company are  involved  in other  business
activities  and  may,  in  the  future,   become   involved  in  other  business
opportunities  that  become  available.  They may face a conflict  in  selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.

                                       40
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

For the year ended  March 31,  2011,  Li &  Company,  PC billed us for $4,500 in
audit fees.  For the March 31,  2010,  Li & Company,  PC billed us for $4,500 in
audit fees.

REVIEW FEES

Li &  Company,  PC billed us  $2,250  for  reviews  of our  quarterly  financial
statements in 2011 that are not reported under Audit Fees above.

TAX AND ALL OTHER FEES

We did not pay any fees to Li & Company, PC for tax compliance,  tax advice, tax
planning or other work during our fiscal year ended March 31, 2010.

PRE-APPROVAL POLICIES AND PROCEDURES

We  have  implemented  pre-approval  policies  and  procedures  related  to  the
provision of audit and non-audit services. Under these procedures,  our board of
directors  pre-approves all services to be provided by Li & Company,  PC and the
estimated fees related to these services.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit                             Description
-------                             -----------

3.1      Articles of Incorporation of Registrant  (Attached as an exhibit to our
         Registration  Statement  on Form S-1  originally  filed with the SEC on
         October  14,  2009,  as  amended  by  that  Amendment  to  Articles  of
         Incorporation  attached as an exhibit to our Current Report on Form 8-K
         filed  with the SEC on March  29,  2011,  and  incorporated  herein  by
         reference.)

3.2      Amended and  Restated  Bylaws.  (Attached  as an exhibit to our Current
         Report  on  Form  8-K  filed  with  the  SEC  on  April  27,  2011  and
         incorporated herein by reference.)

10.1     Letter of Intent  by and  between  Shenzhen  CC Power  Corporation  and
         Advanced Messaging  Solutions,  Inc. (n/k/a  XcelMobility  Inc.), dated
         March 8, 2011.  (Attached  as an exhibit to our Current  Report on Form
         8-K  originally  filed  with the SEC on March 9, 2011 and  incorporated
         herein by reference)

31.1     Certification  of the  Chief  Executive  and  Chief  Financial  Officer
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1     Certification  of  Officers  pursuant  to 18 U.S.C.  Section  1350,  as
         adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                                       41
<PAGE>
                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                          XCELMOBILITY INC.


June 21, 2011                             By: /s/ Jaime Brodeth
                                              ----------------------------------
                                              Jaime Brodeth
                                              President and Director
                                              (Principal Executive Officer,
                                              Principal Financial Officer and
                                              Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities indicated.

<TABLE>
<CAPTION>
<S>                                     <C>                                     <C>
       Signatures                                Title                              Date
       ----------                                -----                              ----


/s/ Jaime Brodeth                       President and Director                  June 21, 2011
----------------------------------      (Principal Executive Officer,
Jaime Brodeth                           Principal Financial Officer and
                                        Principal Accounting Officer)



/s/ Moses Carlo Supera Paez             Director                                June 21, 2011
----------------------------------
Moses Carlo Supera Paez
</TABLE>


                                       42