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): February 24, 2017
XcelMobility
Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Nevada |
|
000-54333 |
|
98-1102006 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2225
East Bayshore Road, Suite 200
Palo
Alto, CA |
|
94303 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (650) 320-1728
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) |
| |
|
|
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[ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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|
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[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION
4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.01 Changes in Registrant’s Certifying Accountant.
(a)
Resignation of Independent Certifying Accountant
Effective
February 24, 2017, Centurion ZD CPA Limited, formerly known as DCAW (CPA) Limited (“Centurion”), resigned as the independent
registered public accounting firm of XcelMobility Inc., a Nevada corporation (the “Company”). Centurion’s resignation
was not the result of any disagreement between the Company and Centurion on matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedures. The resignation of Centurion as our independent registered public accounting
firm was accepted and approved by our Board of Directors on February 24, 2017.
Centurion
was engaged as our independent registered public accounting firm on May 4, 2016 following the merger of its predecessors, AWC
(CPA) Limited (“AWC”) and Dominic K.F. Chan & Co. Accordingly, Centurion has not issued reports regarding the
Company’s financial statements for our two most recent fiscal years. The reports of AWC, our prior independent registered
accounting firm and a predecessor of Centurion, regarding the Company’s financial statements for the fiscal years ended
December 31, 2015 and 2014 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as
to uncertainty, audit scope or accounting principles, except that the report on the Company’s financial statements for the
fiscal year ended December 31, 2015 contained a disclaimer of opinion, and the reports on the Company’s financial statements
for the fiscal years ended December 31, 2015 and 2014 contained an explanatory paragraph noting there was substantial doubt about
the Company’s ability to continue as a going concern.
During
the years ended December 31, 2015 and 2014, and during the period from January 1, 2016 to February 24, 2017, the date of Centurion’s
resignation, (i) there were no disagreements with Centurion on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Centurion, would have
caused Centurion to make reference to such disagreement in its reports; and (ii) there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided Centurion with a copy of the foregoing disclosures and requested that Centurion furnish the Company with
a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of such letter is filed as Exhibit
16.1 to this Current Report on Form 8-K.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit |
|
Description |
| 16.1 |
|
Letter
of Centurion ZD CPA Limited (fka DCAW (CPA) Limited). |
SIGNATURES
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:
March 1, 2017 |
By: |
/s/
Zhixiong Wei |
| |
|
Zhixiong
Wei |
| |
|
Chief
Executive Officer |
