Current Report Filing (8-k)

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): October 1, 2014

XcelMobility Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-54333

98-0561888

(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) 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 1 – REGISTRANTS BUSINESS AND OPERATIONS

Item 1.01

Entry into a Material Definitive Agreement

On October 1, 2014, XcelMobility Inc., a Nevada corporation (the “Company”) entered into letter agreements (the “Agreements”) with each of Ronald Strauss, Renyan Ge and Xili Wang (collectively, “Management”) pursuant to which the Company issued shares of common stock to Management in lieu of compensation that had accrued and remained unpaid as specified in their existing management service agreements with the Company. Set forth below is a table listing the number of share issued and the corresponding amount of compensation:

	Number of Shares	Unpaid Compensation
Ronald Strauss	43,911,115	$584,290
Renyan Ge	33,776,539	$448,620
Xili Wang	28,094,112	$373,146

The shares of common stock issued to Management were valued at $0.013282 per share.

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

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.

SECTION 8 – OTHER EVENTS

Item 8.01

Other Events

On October 15, 2014, the Company issued a press release announcing that the Company had received a Sport Lottery License from the Fujian Administration of Sport and Gaming to provide sports lottery services using a mobile device.

A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01

Financial Statements and Exhibits

Exhibit No.	Exhibit Description

99.1	Press Release, dated October 15, 2014

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: October 23, 2014	/s/Renyan Ge
	Renyan Ge
	Chief Executive Officer

Exhibit 99.1

XcelMobility, Inc. Receives Lottery License in China

PALO ALTO, CA--(Marketwired - Oct 15, 2014) - XcelMobility, Inc. (OTCQB: XCLL) (OTCBB: XCLL) ("Xcel" or the "Company"), a leading mobile internet application development and marketing company, today announced that it received a Sport Lottery License from the Fujian Administration of Sport and Gaming to provide sports lottery services using a mobile device. "We're very excited to receive the Mobile Lottery License" said Ronald Strauss, Executive Chairman of Xcelmobility. "We see this as recognition of our company as a leading mobile lottery provider in China. The new license will allow XCLL to quickly grow our lottery brand and revenues in the fast growing mobile lottery market in China."

Xcelmobility's mobile lottery business is now fully online and servicing mobile lottery customers in China. The company is currently in discussions with a number of China based lottery game suppliers to provide them with XCLL's growing national mobile lottery services.

The Chinese lottery market has experienced strong growth in recent years as a result of positive macro trends in China, such as robust economic growth, increases in disposable income and a more positive shift in public perception towards the lottery business. Total lottery sales in China is projected to be $61 billion and $73.3 billion in 2014 and 2015, respectively, representing a 21.5% and 20.3% increase in 2014 and 2015 from their respective preceding years, according to an iResearch Report. The iResearch Report projected online sales amount for sports lottery products to be $2.2 billion and $3.2 billion in 2014 and 2015, respectively, representing 47.3% and 44.8% increase from the respective preceding years.

About XcelMobility, Inc.

XcelMobility is a leading developer and marketer of mobile internet products and services, specifically focused on China's burgeoning mobile market of well over 1 Billion Users. The Company continues to grow through acquisition and will see fourth quarter revenue generation from the newly integrated lottery business unit.

Notice Regarding Forward-Looking Statements

This news release contains "forward-looking statements" as that term is defined in Section 27A of the United States Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the development of new business opportunities, zero operational impact and projected costs, future operations, revenue, profits, gross margins and results of operations. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the inherent uncertainties associated with new projects and development stage companies. These forward-looking statements are made as of the date of this news release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

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