Statement of Ownership (sc 13g)
17 Oktober 2016 - 8:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-1(b), (c), and (d) and AMENDMENTS
THERETO FILED PURSUANT TO § 240.13d-2
(Amendment
No. ____)*
XcelMobility
Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
98400L
103
(CUSIP
Number)
October
14, 2016
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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[ ]
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Rule
13d-1(b)
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[X]
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Rule
13d-1(c)
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[ ]
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Rule
13d-1(d)
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*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 the disclosures provided
in a prior cover page.
The
information required in 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
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13G
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Page
2 of 5 Pages
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1.
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NAME
OF REPORTING PERSONS
Lei
Pan
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
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(a)
[ ]
(b)
[ ]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
300,000,000
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6.
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SHARED
VOTING POWER
-
0
-
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7.
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SOLE
DISPOSITIVE POWER
300,000,000
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8.
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SHARED
DISPOSITIVE POWER
-
0
-
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
300,000,000
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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(SEE
INSTRUCTIONS)
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[ ]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.85%
(
1)
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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(1)
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
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13G
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Page
3 of 5 Pages
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Item
1.
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(a)
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Name
of Issuer: XcelMobility Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices:
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2225
East Bayshore Road, Suite 200
Palo
Alto, California 94303
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Item
2.
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(a)
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Name
of Person Filing: Lei Pan
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(b)
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Address
of Principal Business Office or, if none, Residence:
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Unit
1705, Tower A Haisong Building, Tairan 9 Road, Futian District
Shenzhen,
Guangdong, China 518040
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(c)
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Citizenship
or Place of Organization: People’s Republic of China
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(d)
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Title
of Class of Securities: Common Stock
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(e)
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CUSIP
Number: 98400L 103
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Item
3.
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If
this statement is filed pursuant to § 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker
or dealer registered under Section 15 of the Act.
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(b)
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[ ]
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Bank
as defined in Section 3(a)(6) of the Act.
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(c)
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[ ]
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Insurance
company as defined in Section 3(a)(19) of the Act.
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(d)
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[ ]
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Investment
company registered under Section 8 of the Investment Company Act of 1940.
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(e)
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[ ]
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An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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[ ]
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A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act;
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(j)
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[ ]
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A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group,
in accordance with § 240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________________________________________.
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CUSIP
No. 98400L 103
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13G
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Page
4 of 5 Pages
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount
beneficially owned: 300,000,000
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(b)
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Percent
of class: 13.85%
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote: 300,000,000
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(ii)
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Shared
power to vote or to direct the vote:
-
0
-
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(iii)
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Sole
power to dispose or to direct the disposition of: 300,000,000
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(iv)
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Shared
power to dispose or to direct the disposition of:
-
0
-
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following [ ].
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person.
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
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Being
Reported on by the Parent Holding Company or Control Person.
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Not
Applicable.
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Item
8.
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Identification
and Classification of Members of the Group.
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Not
Applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
Not
Applicable.
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CUSIP
No. 98400L 103
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13G
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Page
5 of 5 Pages
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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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October
17, 2016
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(Date)
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/s/
Lei Pan
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(Signature)
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Lei
Pan
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(Name/Title)
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Attention:
Intentional misstatements or omissions of fact constitute federal criminal violations (
see
18 U.S.C. 1001).
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