SecProbe.io

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						December 12, 2005

Room 4561

Ms. Angela Du
Chief Executive Officer
China Mobility Solutions, Inc.
#900-789 West Pender Street
Vancouver, B.C. Canada V6C 1H2

	Re:	China Mobility Solutions, Inc.
		Amendment No. 1 to Registration Statement on Form SB-2
		Filed November 14, 2005
		File No. 333-128323

		Form 10-KSB for the fiscal year ended December 31, 2004
		Form 10-QSB for the quarter ended March 31, 2005
		Form 10-QSB for the quarter ended June 30, 2005
		Form 10-QSB for the quarter ended September 30, 2005
		File No. 0-26559

Dear Ms. Du:

      We have reviewed your responses to the comments in our
letters
dated July 11 and October 11, 2005 and have the following
additional
comments.  Please note that all page references below correspond
to
the marked version of your registration statement provided by
counsel.  Please respond to our comments regarding your Form 10-
KSB
and Forms 10-QSB within 10 business days of the date of this
letter.

Registration Statement on Form SB-2

Selling Stockholders, page 40

1. We note from the revisions you have made on page 46 that you
entered into a Placement Agent Agreement with Meyers on June 30,
2005.  As a follow-up to prior comment 5 of our letter dated
October
11, 2005, please revise this section to provide the material terms
of
this agreement.  Additionally, ensure that the Placement Agent
Agreement is filed as an exhibit to your next amendment or
incorporated by reference from a prior filing.

Legal Opinion

2. We reissue prior comment 10 of our letter dated October 11,
2005.
While your legal opinion opines on the laws of the State of
Florida,
it indicates that counsel is admitted to practice in the State of
Colorado.  As you know, counsel is permitted to opine on the laws
of
the states in which they are admitted to practice.  Moreover, all
lawyers are capable of opining on Delaware law.  We also accept an
opinion of counsel on a jurisdiction in which counsel is not
admitted
to practice so long as the opinion is not qualified to
jurisdiction.
We believe that your legality opinion is qualified as to
jurisdiction
in that it expressly indicates that counsel is admitted to
practice
in Colorado, as opposed to Florida.  Please revise.

Form 10-KSB for the fiscal year ended December 31, 2004, as
amended

Quicknet Transactions

3. We note your response to prior comment 4 of our letter dated
July
11, 2005.  The disclosure in Notes 2 and 3 to the financial
statements included in your 12/31/2004 Form 10-KSB identified
Quicknet as being a wholly-owned subsidiary and indicated that
Quicknet`s financial information had been incorporated into the
consolidation of the company effective June 30, 2004.  Given that
you
had acquired only 49% of the equity interest in Quicknet as of
December 31, 2004, explain to us your basis for concluding that
Quicknet was a wholly-owned subsidiary as of that date.

4. We note that, on September 30, 2005, you acquired an additional
49% interest in Quicknet through exercising the option under the
original purchase agreement.  In accounting for the additional 49%
acquisition you recorded goodwill, as reported in Note 4 to the
financial statements in the Form 10-QSB filed for the period ended
September 30, 2005.  However, it appears that you did not record
any
goodwill when you acquired your initial 49% interest.  Explain to
us
how you have accounted for the initial and subsequent acquisitions
of
equity interests in Quicknet.

5. Clarify for us how you have been accounting for your investment
in
Quicknet for periods subsequent to the initial acquisition.  In
this
regard, explain whether you have used consolidation accounting
since
June 30, 2004 or have accounted for your investment using the
equity
method.  Clarify whether, and if so, how, your accounting changed
when you acquired the additional 49% interest in Quicknet during
the
third quarter of fiscal 2005.  As part of your response, clearly
explain what the line item "minority interest" within the
statement
of operations represents for each period presented in your
financial
statements.

6. It appears you exercised your option to acquire the additional
49%
through your written notice dated July 28, 2005 (Exhibit 10.20 in
the
Form 8-K dated August 3, 2005).  Tell us why the additional 49%
acquired was not recorded for accounting purposes until September
30,
2005.

7. Regarding your response to comment No. 4 please address the
following:

* Explain how you have evaluated the criteria within paragraphs 5
a-c
of FIN 46 in concluding that Quicknet is not a variable interest
entity.
* With respect to the amendment to the Share Purchase Agreement
(i.e.
dated February 20, 2004 -), specifically Item I, confirm that
there
are no restrictions placed upon the authority of the Board to
control
the activities of Quicknet.
* Tell us whether the proxy grant is unconditional, irrevocable
and
without time limit.
* Address why the sellers would enter into such a proxy grant
agreement. Address the business reasons of the sellers for
entering
into this agreement as well as whether the sellers received any
compensation of any type.
* Address whether the proxy agreement within the amendment to the
Share Purchase agreement is legal under Chinese Law.
* Tell us whether there are any Board decisions which would have
to
be ratified by Quicknet before approval.

8. Please tell us why you have not included pro forma information
as
required by paragraphs 54-55 of SFAS 141.

Note 1 to the Financial Statements-Revenue Recognition

9. We note your response to prior comment 2 of our letter dated
July
11, 2005.  You indicate that you recognize the mobile subscription
revenue by allocating the revenue over the service period.
Clarify
for us what you meant by "allocated over the service period."
Further, address how you account for your service arrangements
when
they exceed a one year timeframe.

Form 10-QSB for the quarter ended September 30, 2005

Unit Issuance

10. We note the issuance of the Units in a private placement in
August of 2005 and the recording of a beneficial conversion
feature
under EITF 98-5.  Each Unit consisted of senior convertible
debentures and Class A and Class B warrants.   Based on the
information provided in your notes to the financial statements it
would appear that EITF 00-19 should be applied when evaluating
whether the embedded derivative instruments qualify as equity
instruments or as liabilities.  See paragraphs 4 and 68 of EITF
00-
19.  That is, any embedded derivative instrument must first be
analyzed under paragraph 12 of SFAS No. 133 to determine whether
the
instrument should be separated from the host contract.   If the
instrument meets the definition of an embedded derivative, that
derivative must be analyzed to determine whether it is an equity
instrument or a liability.  In this regard, the embedded
derivative
instrument must be evaluated using EITF 00-19 paragraphs 12 to 32
to
determine whether that instrument would be classified in
stockholders` equity (i.e., an equity instrument).  If it is
determined that if on a freestanding basis it would qualify as an
equity instrument it would not be within the scope of SFAS 133.
See
paragraph 11 of SFAS 133.  If the instrument is deemed a
liability,
the instrument will be subject to SFAS 133 and it would be
recorded
at fair value.  See paragraph 66 of EITF 00-19.  We believe that
you
should reconsider the August 2005 financing agreements to
determine
whether they include any embedded derivatives.  Features that
appear
to require evaluation include:

* The conversion rights embedded in the convertible notes.
Carefully
consider any anti-dilution or other provisions that could result
in
the conversion ratio not being fixed.  See EITF 00-19, par. 4.

* The redemption/prepayment provisions.  See DIG B-16.

11. You should review the arrangements to identify all embedded
derivative instruments as the above features are only examples of
possible instruments embedded in your convertible notes.  The
identification, classification and measurement of these
instruments
should be undertaken by management at each reporting period, in
accordance with SFAS No. 133 and EITF 00-19.  For example, an
instrument that could have qualified as an equity instrument in
prior
reporting periods now may be considered a liability because the
instrument must be reassessed at each reporting period.  See
paragraph 10 of EITF 00-19.

Once you have identified the instruments involved and performed a
valuation of each, please provide us with a narrative describing
your
identification and classification process and the methodology,
including any variables, used in your valuation of these
instruments.

12. We note your disclosure regarding warrants issued as part of
the
issuance of the Units including disclosure regarding both
registration rights and liquidation damages.  Please explain to us
how you have classified and accounted for these warrants.  The
classification of the warrants should be evaluated using
conditions
outlined in paragraphs 12 to 32 of EITF 00-19 to determine whether
they represent equity instruments or liabilities.  Since the
classification of the warrants is subject to satisfying those
conditions, it appears that the warrants may not qualify as equity
instruments due, in part, to the liquidated damages provisions.
See
paragraph 16 of EITF 00-19.  If so, the warrants would be deemed a
liability and subject to SFAS 133 and fair value accounting.  See
paragraph 6 of SFAS 133.

Controls and Procedures, page 18

13. We note that the "Conclusions" section of your controls and
procedures disclosure indicates that your CEO and CFO concluded
that
your disclosure controls and procedures were effective at the
reasonable assurance level, but we also note that the definition
of
"disclosure controls and procedures" you have provided does not
correspond with the definition set forth in Rule 13a-15(e) of the
Exchange Act.  Please confirm that management`s effectiveness
determination was made with respect to the company`s disclosure
controls and procedures as that term is defined under the Act or
advise.  Additionally, please ensure that your next periodic
filing
either includes language that accurately tracks the definition of
disclosure controls and procedures or includes no such language
and
instead refers to the definition included in Rule 13a-15(e).

14. As a follow-up to the comment above, we note that the
effectiveness determination made my management "is subject to
[y]our
earlier determination that there were material weaknesses in
[y]our
disclosure controls in your operations in China... ."  Please
confirm
that your effectiveness determination was made based on all
relevant
information at the time, including the fact that a material
weakness
had previously been identified and that the statement quoted above
was not meant to indicate that your disclosure controls and
procedures were effective except for the fact that a material
weakness existed.

*	*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

	Please contact Marc Thomas at (202) 551-3452 with questions
regarding the financial statements or related matters.  For all
other
questions, you may contact Sara Kalin at (202) 551-3454.  If you
need
further assistance, you may contact me at (202) 551-3730.

								Sincerely,

								Barbara C. Jacobs
								Assistant Director

cc:	Via Facsimile (212) 451-2999
	Mr. Elliot Lutzker, Esq.
	Robinson & Cole LLP
	Telephone: (212) 451-2900

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Ms. Angela Du
China Mobility Solutions, Inc.
December 12, 2005
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