UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
XcelMobility Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
98400L 103
(CUSIP Number)
Sino Secure International (Holdings) Limited
Unit 1705, Tower A Haisong Building, Tairan 9 Road, Futian District
Shenzhen, Guangdong, China 518040
(+86) 135 7225 5555
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
Mark C. Lee, Esq.
Greenberg Traurig, LLP
1201 K Street, Suite 1100
Sacramento, California 95814
October 14, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.See§240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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| CUSIP No. 98400L 103 |
| 1 | NAME OF REPORTING PERSONS
Sino Secure International (Holdings) Limited
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ]
|
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (See Instructions)
OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
700,000,000 (1) |
| 8 | SHARED VOTING POWER
0 | |
| 9 | SOLE DISPOSITIVE POWER
700,000,000 (1) | |
| 10 | SHARED DISPOSITIVE POWER
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000,000 (1) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.32% (2) |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) Consists of 700,000,000 shares of Common Stock held by Sino Secure International (Holdings) Limited.
(2) Based on 2,165,533,090 shares of Common Stock outstanding on October 14, 2016 and 5,000,000 shares of Common Stock issuable upon conversion of 5,000,000 shares of Preferred Stock outstanding on October 14, 2016.
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| CUSIP No. 98400L 103 |
| Item1. | Security and Issuer |
This Schedule 13D relates to the shares of common stock, $0.001 par value per share (“Common Stock”), of XcelMobility Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 2225 East Bayshore Road, Suite 200, Palo Alto, California 94303.
| Item 2. | Identity and Background |
(a) This Schedule 13D is being filed by Sino Secure International (Holdings) LLC (the “Reporting Person”).
(b) The business address of the Reporting Person is Unit 1705, Tower A Haisong Building, Tairan 9 Road, Futian District, Shenzhen, Guangdong, China 518040.
(c) The principal business of the Reporting Person is investments.
(d) During the last five years the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f) Not Applicable.
| Item 3. | Source and Amount of Funds or Other Consideration |
On October 14, 2016, the Issuer issued 700,000,000 shares (the “Shares”) of Common Stock to the Reporting Person upon conversion of a convertible promissory note, dated May18, 2016, in the principal amount of $700,000.00 made by the Issuer in favor of the Reporting Person (the “Note”).
| Item 4. | Purpose of the Transaction |
The Reporting Person received the Shares upon conversion of the Note.
Subject to on going evaluation, except as set forth above, the Reporting Person has no current plans or proposals which relate to or would result in any of the following:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
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| CUSIP No. 98400L 103 |
(g) Changes in the Issuer’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
| Item5. | Interest in Securities of the Issuer |
(a) The Reporting Person beneficially owns 700,000,000 shares of Common Stock, which represents approximately 32.32% of the outstanding shares of Common Stock.
(b) The Reporting Person has the sole power to vote and sole power to dispose of 700,000,000 shares of Common Stock, which represent approximately 32.32% of the outstanding shares of Common Stock.
(c) No transactions in the Issuer’s Common Stock were effected during the past 60 days by the Reporting Person except as set forth in Item 3 above.
(d) Not applicable.
(e) Not applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Reference is made to the transaction stated in Item 3 above.
| Item 7. | Material to be Filed as Exhibits |
None
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| CUSIP No. 98400L 103 |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
| Dated: October 17, 2016 | SINO SECURE INTERNATIONAL (HOLDINGS) LIMITED | |
| By: | /s/ Tianwei Chen | |
| Tianwei Chen, President | ||