UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8-K/A
(Amendment No.2)

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 7, 2013

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XCELMOBILITY INC.
(Exact Name of Registrant as Specified in its Charter)
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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))

EXPLANATORY NOTE

            This Amendment No.2 to the Current Report on Form 8-K/A amends the Current Report on Form 8-K of XcelMobility, Inc. (the “Company”) filed on May 13, 2013 (the “Original Report”). The Original Report was filed to report the completion of the Company’s acquisition of Shenzhen Jifu Communication Technology Co., Ltd. a company organized under the laws of the People’s Republic of China (“Jifu”). In response to parts (a) and (b) of Item 9.01 of the Original Report, the Company stated that it would file the required financial information by amendment, as permitted by Items 9.01(a)(4) and 9.01(b)(2) of Form 8-K. The Company previously provided part (a) of Item 9.01 of the Original Report in Amendment No. 1 to the Original Report filed on July 17, 2013. The Company hereby amends the Original Report in order to provide part (b) of Item 9.01.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

               (b)           Pro Forma Financial Information

The unaudited pro forma balance sheet of the Company and the unaudited pro forma statement of operations giving effect to the acquisition of Jifu (the “Pro Forma Financials”) are filed herewith as Exhibit 99.1 and are incorporated herein by reference.

               (d)           Exhibits

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.