|
1
|
NAME
OF REPORTING PERSONS
Zhixiong
Wei
|
|
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)
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s
Republic of China
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
22,500,000
(1)
|
|
8
|
SHARED
VOTING POWER
500,000,000
(2)
|
|
9
|
SOLE
DISPOSITIVE POWER
22,500,000
(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
500,000,000
(2)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
522,500,000
(1)(2)
|
|
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)
24.13%
(3)
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
(1)
Consists of 20,000,000 shares of Common Stock and 2,500,000 shares of Common Stock issuable upon conversion of 2,500,000 shares
of Preferred Stock held by Zhixiong Wei.
(2)
Consists of 500,000,000 shares of Common Stock held by Biz Wit Holdings Ltd.
(2)
Based on 2,165,533,090 shares of Common Stock outstanding on October 14, 2016 and 5,000,000 shares of Common Stock issuable upon
conversion of 5,000,000 shares of Preferred Stock outstanding on October 14, 2016.
|
1
|
NAME
OF REPORTING PERSONS
Biz
Wit Holdings Ltd.
|
|
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)
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
500,000,000
(1)
|
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
500,000,000
(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000,000
(1)
|
|
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)
23.09%
(2)
|
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
(1)
Consists of 500,000,000 shares of Common Stock held by Biz Wit Holdings Ltd.
(3)
Based on 2,165,533,090 shares of Common Stock outstanding on October 14, 2016 and 5,000,000 shares of Common Stock issuable upon
conversion of 5,000,000 shares of Preferred Stock outstanding on October 14, 2016.
|
Item
1.
|
Security
and Issuer
|
This
Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the Schedule 13D filed with the Securities
and Exchange Commission (the “SEC”) on January 5, 2016 (the “Schedule 13D”) relating to the shares of
common stock, $0.001 par value per share (“Common Stock”), of XcelMobility Inc. (the “Issuer”). The principal
executive offices of the Issuer are located at 2225 East Bayshore Road, Suite 200, Palo Alto, California 94303. Except as amended
and supplemented hereby, the Schedule 13D remains in full force and effect. All capitalized terms not otherwise defined in this
Amendment No. 1 shall have the same meanings ascribed thereto in the Schedule 13D.
|
Item
2.
|
Identity
and Background
|
(a)
This Amendment No. 1 to Schedule 13D is being jointly filed by the following persons (collectively, the “Reporting Persons”):
(i) Zhixiong Wei, an individual (“Wei”), and (ii) Biz Wit Holdings Ltd., a company organized under the laws of the
British Virgin Islands (“Biz Wit”). Wei is the president and beneficial owner and controlling person of Biz Wit. As
a result of the foregoing, Wei may be deemed to beneficially own the securities of the Issuer owned by Biz Wit.
The
Reporting Persons have entered into a Joint Filing Agreement dated as of October 14, 2016, a copy of which is attached as Exhibit
A, pursuant to which the Reporting Persons have agreed to file this Amendment No. 1 jointly.
(b)
The business address of Wei is c/o XcelMobility Inc., 2225 East Bayshore Road, Suite 200, Palo Alto, California 94303.
The
principal office of Biz Wit is located at Unit 1705, Tower A Haisong Building, Tairan 9 Road, Futian District, Shenzhen, Guangdong,
China 518040.
(c)
Wei is a director and the President and Chief Executive Officer of the Issuer. The address of the Issuer is 2225 East Bayshore
Road, Suite 200, Palo Alto, California 94303.
The
principal business of Biz Wit is investments.
(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 citizen of the People’s Republic of China.
|
Item
3.
|
Source
and Amount of Funds or Other Consideration
|
On
October 14, 2016, the Issuer issued 500,000,000 shares (the “Shares”) of Common Stock to Biz Wit upon conversion of
a convertible promissory note, dated May 6, 2016, in the principal amount of $500,000.00 made by the Issuer in favor of Biz Wit
(the “Note”).
|
Item
4.
|
Purpose
of the Transaction
|
Biz
Wit received the Shares upon conversion of the Note.
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)
Biz Wit beneficially owns 500,000,000 shares of Common Stock, which represent approximately 23.09% of the outstanding shares of
Common Stock. Wei individually owns 22,500,000 shares of Common Stock, which represent approximately 1.04% of the outstanding
shares of Common Stock. By reason of Wei being the president and beneficial owner and controlling person of Biz Wit, Wei may be
deemed to beneficially own 522,500,000 shares of Common Stock, which represent approximately 24.13% of the outstanding shares
of Common Stock.
(b)
Biz Wit has the sole power to vote and sole power to dispose of 500,000,000 shares of Common Stock, which represent approximately
23.09% of the outstanding shares of Common Stock. Wei individually has the sole power to vote and dispose of 22,500,000 shares
of Common Stock, which represent approximately 1.04% of the outstanding shares of Common Stock. By reason of Wei being the president
and beneficial owner and controlling person of Biz Wit, Wei may be deemed to have shared power to vote and dispose of 522,500,000
shares of Common Stock, which represent approximately 24.13% 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.
(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 October 14, 2016.
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:
October 17, 2016
|
BIZ
WIT HOLDINGS LTD.
|
|
|
|
|
|
|
By:
|
/s/
Zhixiong Wei
|
|
|
|
Zhixiong
Wei, President
|
|
|
|
|
|
|
|
/s/
Zhixiong Wei
|
|
|
|
Zhixiong
Wei
|
EXHIBIT
A
JOINT
FILING AGREEMENT
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.
|
Dated:
October 17, 2016
|
BIZ
WIT HOLDINGS LTD.
|
|
|
|
|
|
|
By:
|
/s/
Zhixiong Wei
|
|
|
|
Zhixiong
Wei, President
|
|
|
|
|
|
|
|
/s/
Zhixiong Wei
|
|
|
|
Zhixiong
Wei
|