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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 5, 2011
XcelMobility Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada 333-160069 98-0561888
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2377 Gold Meadow Way, Suite 100
Gold River, California 95670
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (916) 526-2662
Former Name or Former Address, if Changed Since Last Report:
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 5, 2011, XcelMobility Inc., a Nevada corporation (the "Company"),
entered into a voluntary share exchange agreement (the "Exchange Agreement")
with Shenzhen CC Power Corporation, a company organized under the laws of the
People's Republic of China ("CC Power"), CC Mobility Limited, a company
organized under the laws of Hong Kong ("CC Mobility") and the shareholders of CC
Mobility ("Selling Shareholders").
Prior to the consummation of the Exchange Transaction (as defined below),
the Company is a public reporting "shell company," as defined in Rule 12b-2 of
the Securities Exchange Act of 1934, as amended. Following the Exchange
Transaction, the Selling Shareholders will own approximately 50.5% of the
Company's issued and outstanding common stock, CC Mobility will become the
Company's wholly owned subsidiary, and the Company will control the business and
operations of CC Power.
The Exchange Agreement contains customary representations, warranties, and
conditions to closing. The following description of the terms and conditions of
the Exchange Agreement and the transactions contemplated thereunder that are
material to the Company does not purport to be complete and is qualified in its
entirety by reference to the full text of the Exchange Agreement, a copy of
which is attached hereto as Exhibit 2.1 and is incorporated by reference into
this Item 1.01.
Issuance of Common Stock. At the closing of the transactions contemplated
by the Exchange Agreement, the Company will issue shares of its common stock to
the Selling Shareholders representing no less than 50.5% of the issued and
outstanding common stock of the Company in exchange for 100% of the issued and
outstanding capital stock of CC Mobility (the "Exchange Transaction").
Change in Management. As a condition to closing the Exchange Transaction,
Mr. Jaime Brodeth will resign as President, Chief Executive Officer, Chief
Financial Officer and Secretary of the Company, but will continue to serve on
the Company's Board of Directors, and Mr. Moses Carlo Supera Paez will resign as
a Director of the Company. Prior to or upon the closing of the Exchange
Transaction, Mr. Renyan Ge and Mr. Ronald Edward Strauss, currently the
directors and beneficial shareholders of CC Mobility, will be appointed as
members of the Company's Board of Directors, with Mr. Strauss serving as
Chairman of the Board of Directors. In addition, Mr. Ronald Strauss will be
appointed as the Company's Chief Executive Officer.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Exhibit Description
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2.1 Share Exchange Agreement, dated July 5, 2011.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
XcelMobility Inc.,
a Nevada Corporation
Dated: July 5, 2011 /s/ Jaime Brodeth
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Jaime Brodeth
President