0001062993-11-003554.txt : 20110901 0001062993-11-003554.hdr.sgml : 20110901 20110901153716 ACCESSION NUMBER: 0001062993-11-003554 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110901 DATE AS OF CHANGE: 20110901 GROUP MEMBERS: RENYAN GE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XcelMobility Inc. CENTRAL INDEX KEY: 0001465509 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 980561888 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-86362 FILM NUMBER: 111070980 BUSINESS ADDRESS: STREET 1: 303 TWIN DOLPHINS DRIVE, STREET 2: SUITE 600 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-632-4210 MAIL ADDRESS: STREET 1: 303 TWIN DOLPHINS DRIVE, STREET 2: SUITE 600 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: Advanced Messaging Solutions Inc. DATE OF NAME CHANGE: 20090603 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CC Wireless Ltd CENTRAL INDEX KEY: 0001529061 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ROOM 15A, 17/F., MAI ON INDUSTRIAL BLDG. STREET 2: 17-21 KUNG YIP STREET CITY: KWAI CHUNG STATE: K3 ZIP: 000000 BUSINESS PHONE: (852) 2762-7756 MAIL ADDRESS: STREET 1: ROOM 15A, 17/F., MAI ON INDUSTRIAL BLDG. STREET 2: 17-21 KUNG YIP STREET CITY: KWAI CHUNG STATE: K3 ZIP: 000000 SC 13D 1 schedule13d.htm SCHEDULE 13D Xcel Mobility Inc.: Schedule 13D - Filed by newsfilecorp.com

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)

CC Wireless Limited
Room 15A, 17/F., Mai On Industrial Building,
17-21 Kung Yip Street
Kwai Chung, Hong Kong
852-2762-7756
(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

August 30, 2011
(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

CC Wireless Limited


2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [    ]

3
SEC USE ONLY

4
SOURCE OF FUNDS (See Instructions)

SC


5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)         [  ]

6
CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH


7
SOLE VOTING POWER

16,968,000


8

SHARED VOTING POWER

0

9
SOLE DISPOSITIVE POWER

16,968,000

10
SHARED DISPOSITIVE POWER

0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,968,000

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)

28.28% 1
14
TYPE OF REPORTING PERSON (See Instructions)

OO

______________________________
1
Based on 60,000,000 shares outstanding on 8/29/2011.


Page 3 of 8

CUSIP No. 98400L 103


1
NAME OF REPORTING PERSONS

Renyan Ge

2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ x ]
(b) [    ]

3
SEC USE ONLY

4
SOURCE OF FUNDS (See Instructions)

SC


5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)        [   ]

6
CITIZENSHIP OR PLACE OF ORGANIZATION

Canada



NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH


7

SOLE VOTING POWER

16,968,000


8

SHARED VOTING POWER

0
9

SOLE DISPOSITIVE POWER

16,968,000

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

16,968,000

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)

28.28% 1

14
TYPE OF REPORTING PERSON (See Instructions)

IN

___________________________
1 Based on 60,000,000 shares outstanding on 8/30/2011.


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CUSIP No. 98400L 103

Item 1.           Security and Issuer

                       This Schedule 13D relates to the shares of common stock, $.001 par value (the “Common Stock”), of XcelMobility Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 303 Twin Dolphins Drive, Suite 600, Redwood City, California 94065.

Item 2.           Identity and Background

                      (a) This Schedule 13D is being jointly filed by the following persons (collectively, the “Reporting Persons”): (i) CC Wireless Limited, a company organized under the laws of Hong Kong (“CC Wireless”), and (ii) Renyan Ge (“Ge”), an individual. Ge is the sole director and owner of CC Wireless. As a result of the foregoing, Ge may be deemed beneficially to own the securities of the Issuer owned by CC Wireless.

                     The Reporting Persons have entered into a Joint Filing Agreement dated as of August 30, 2011, a copy of which is attached as Exhibit A, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly.

                     (b) The principal office of CC Wireless is located at Room 15A, 17/F., Mai On Industrial Building, 17-21 Kung Yip Street, Kwai Chung, Hong Kong. The principal business of CC Wireless is investments.

                     The business address of Ge is c/o XcelMobility Inc., 303 Twin Dolphins Drive, Suite 600, Redwood City, California 94065.

                     (c) Ge is a director and the Chief Executive Officer of the Issuer. The address of the Issuer is 303 Twin Dolphins Drive, Suite 600, Redwood City, California 94065.

                     (d) During the last five years neither of the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

                     (e) During the last five years neither of the Reporting Persons 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) The individual Reporting Person is a Canadian citizen.

Item 3.          Source and Amount of Funds or Other Consideration

                      CC Wireless acquired 16,968,000 shares (the “Shares”) of the Issuer’s Common Stock in exchange for shares (the “CC Mobility Shares”) of common stock of CC Mobility Limited, a company organized under the laws of Hong Kong (“CC Mobility”), in connection with the acquisition of CC Mobility’s outstanding shares by the Issuer through a voluntary share exchange with the shareholders of CC Mobility (the “Selling Shareholders”), pursuant to a Share Exchange Agreement, dated July 5, 2011 (the “Agreement”), by and among the Issuer, on the one hand, and Shenzhen CC Power Corporation, a company organized under the laws of the People’s Republic of China, CC Mobility, and the Selling Shareholders. The Agreement was filed with the Securities and Exchange Commission on July 6, 2011 on a Current Report on Form 8-K. The transactions contemplated by the Agreement closed on August 30, 2011.


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CUSIP No. 98400L 103

Item 4.           Purpose of the Transaction

                       CC Wireless received the Shares in exchange for the CC Mobility Shares under the Agreement.

                       Subject to on going evaluation, except as set forth above, each of the Reporting Persons 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

                       (a) CC Wireless beneficially owns 16,968,000 shares of Common Stock, which represent approximately 28.28% of the outstanding shares of Common Stock. By reason of being the sole director and owner of CC Wireless, Ge may be deemed to beneficially own 16,968,000 shares of Common Stock, which represent approximately 28.28% of the outstanding shares of Common Stock.

                       (b) CC Wireless has the sole power to vote and sole power to dispose of 16,968,000 shares of Common Stock, which represent approximately 28.28% of the outstanding shares of Common Stock. By reason of being the sole director and owner of CC Wireless, Ge may be deemed to have the sole power to vote and dispose of 16,968,000 shares of Common Stock, which represent approximately 28.28% 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 Persons except as set forth in Item 3 above.


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CUSIP No. 98400L 103

                       (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

                       Exhibit A - Joint Filing Agreement dated as of August 30, 2011.


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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: August 30, 2011 CC WIRELESS LIMITED
     
  By: /s/ Renyan Ge
    Renyan Ge, Director
     
     
    /s/ Renyan Ge
    Renyan Ge


Page 8 of 8

CUSIP No. 98400L 103

EXHIBIT A

JOINT FILING AGREEMENT

Dated as of August 30, 2011

     In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of the undersigned of a Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock, par value $0.001 per share, of XcelMobility Inc., a Nevada corporation, and that this Joint Filing Agreement may be included as an Exhibit to such joint filing.

     Each of the undersigned agrees that each party hereto is responsible for the timely filing of such Schedule 13D (including any and all amendments thereto) and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning any other party, unless such party actually knows that such information is incorrect. Each party will indemnify the other parties for any incompleteness or inaccuracy in such information concerning the indemnifying party.

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