Statement of Beneficial Ownership (sc 13d)
17 Oktober 2016 - 8:01PM
Edgar (US Regulatory)
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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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.
|
Item
1.
|
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;
(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.
|
Item
5.
|
Interest
in Securities of the Issuer
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(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
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Reference
is made to the transaction stated in Item 3 above.
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Item
7.
|
Material to
be Filed as Exhibits
|
None
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.
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Dated:
October 17, 2016
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SINO
SECURE INTERNATIONAL (HOLDINGS) LIMITED
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|
|
|
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By:
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/s/
Tianwei Chen
|
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|
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Tianwei
Chen, President
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