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EX-10.1 - EXHIBIT 10.1 - XcelMobility Inc.ex10-1.htm

 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): August 28, 2014

  


 

XcelMobility Inc.

(Exact Name of Registrant as Specified in its Charter)

 


 

Nevada

 

98-0561888

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

 

2225 East Bayshore Road, Suite 200

Palo Alto, CA

94065

(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)

 

 

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))

  

 
 

 

 

Item 1.01 Entry Into a Material Definitive Agreement.

 

 

On August 14, 2014-, Excelmobility Inc.(the “Company”) and KBM Worldwide, Inc. (“KBM”) completed a financing pursuant to which the Company issued a Convertible Promissory Note in the original principal amount of $110,000 (the “Note”), and KBM funded the Company $98,250 after the deduction of KBM original discount and legal fees of $11,750. The Note bears 8% interest and is due on August 21, 2015. The Note becomes convertible 180 days after the date of the Note. The principal amount of the Note and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 75% multiplied by the market price, which is the average of the lowest three (3) trading prices for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. The Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Note in the event of such defaults. The foregoing is only a brief description of the material terms of the Note, and does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to the Note which is filed as an exhibit to this Current Report. The issuance of the Note was made in reliance on the exemption provided by Section 4(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only a one investor who was an accredited investor; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the issuance of the securities took place directly between the investor and the Company.

 

 

Item 9.01.         Financial Statements and Exhibits

 

Exhibit No.

  

Description of Exhibit

     
10.1

  

Convertible Promissory Note between Xcelmobility, Inc. and KBM Worldwide, Inc. dated August 14 , 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: March 7, 2015 

/s/ Ron Strauss

  

Ron Strauss

  

Chairman of the Board of Directors

 

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, thereunto duly authorized.