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): November 28, 2012

XcelMobility Inc.
(Exact Name of Registrant as Specified in its Charter)

Nevada 000-54333 98-0561888
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation)   Identification No.)

303 Twin Dolphins Drive, Suite 600    
Redwood City, CA   94065
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 632-4210

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 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director

Effective November 28, 2012, XcelMobility, Inc., a Nevada corporation (the “Company”), received the resignation of Mr. Jack Zwick as a member of the Company’s Board of Directors. The Company’s Board is now comprised of Messrs. Gregory D. Tse, Ronald Edward Strauss and Renyan Ge.


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: December 3, 2012 /s/ Renyan Ge                                       
  Renyan Ge
  Chief Executive Officer