-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NR/lD3QrVtZPnixJ4T1KymKhwxpg+o4fM6iDcZAeLoOpxLExXsk4PMz9/8ZcOGBv SnzSSBhBm5UKuO/2sKvJcA== 0001014897-08-000097.txt : 20080819 0001014897-08-000097.hdr.sgml : 20080819 20080819103008 ACCESSION NUMBER: 0001014897-08-000097 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080819 DATE AS OF CHANGE: 20080819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Excel Global, Inc. CENTRAL INDEX KEY: 0001432196 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-150462 FILM NUMBER: 081026545 BUSINESS ADDRESS: STREET 1: 292 SOUTH LA CIENEGA BLVD. STREET 2: SUITE PHD CITY: BEVERY HILLS STATE: CA ZIP: 90211 BUSINESS PHONE: 310-266-3738 MAIL ADDRESS: STREET 1: 292 SOUTH LA CIENEGA BLVD. STREET 2: SUITE PHD CITY: BEVERY HILLS STATE: CA ZIP: 90211 10-Q 1 excelglobal10q2q08.txt FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2008 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [x] Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended June 30, 2008 - -OR- [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________ Commission File Number 333-150462 EXCEL GLOBAL, INC. (Exact Name of Registrant As Specified In Its Charter) Nevada 26-0657736 (State or other jurisdiction (Primary Standard (I.R.S. Employer of incorporation or Industrial Classification Identification organization) Code Number) Number) 816 South Robertson Blvd. Los Angeles, CA 90035 (Address of principal executive offices, Zip Code)
(310) 266-3738 - ------------------------------------------ (Registrant's telephone number, including area code) Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act): Large accelerated filer [ ] Non-accelerated filer [ ] Accelerated filer [ ] Smaller reporting company [x] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x] The number of outstanding shares of the registrant's common stock, August 15, 2008: Common Stock - 7,100,000 2 EXCEL GLOBAL, INC. FORM 10-Q For the quarterly period ended June 30, 2008 INDEX Page ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosure About Market Risk 13 Item 4T. Controls and Procedures 13 PART II - OTHER INFORMATION Item 1. Legal Proceedings 14 Item 1A. Risk Factors 14 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14 Item 3. Defaults upon Senior Securities 14 Item 4. Submission of Matters to a Vote of Security Holders 14 Item 5. Other Information 14 Item 6. Exhibits 14 SIGNATURES 3 PART I Item I - FINANCIAL STATEMENTS EXCEL GLOBAL, INC. BALANCE SHEETS June 30, December 31, 2008 2007 ---------- ---------- (Unaudited) ASSETS - ------ Current assets: Cash in Bank $ 296 $ - Accounts receivable - 25,000 ---------- ---------- Total Current Assets 296 25,000 ---------- ---------- Other Assets License Rights 51,000 51,000 ---------- ---------- Total Other Assets $ 51,296 $ 76,000 ========== ========== LIABILITIES AND STOCKHOLDERS' DEFICIT - ------------------------------------- Current Liabilities Accounts payable $ 50,000 $ 50,000 Accrued expenses 12,780 25,200 Officer loan 27,648 853 ---------- ---------- Total Current Liabilities 90,428 76,053 ---------- ---------- Stockholders' Deficit: Common stock, no par value, 25,000,000 shares authorized, 7,100,000 shares issue and outstanding 71,000 71,000 Deficit Accumulated in the development stage (110,132) (71,053) ---------- ---------- Total Stockholders' Deficit (39,132) (53) ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 51,296 $ 76,000 ========== ==========
The accompanying notes are an integral part of these interim unaudited financial statements 4 EXCEL GLOBAL, INC. STATEMENTS OF OPERATIONS (Unaudited) For the three months For the six months ended June 30, 2008 ended June 30, 2008 -------------------- ------------------- Operating Expenses Selling, general and administrative $ 28,279 $ 38,279 ---------- ---------- 28,279 38,279 Operating loss (28,279) (38,279) Other Income (Expenses): Interest and Other Income - - Interest and Other Expenses - - ---------- ---------- Total Other Income (Expenses) - - ---------- ---------- Net loss before Income Taxes (28,279) (38,279) Provision for Taxes - 800 ---------- ---------- Net Loss $ (28,279) (39,079 ========== ========== Net loss per share, Basic and Diluted - - ========== ========== Weighted Average Number of Shares 7,100,000 7,100,000 ========== ========== The accompanying notes are an integral part of these interim unaudited financial statements 5 EXCEL GLOBAL, INC. STATEMENT OF CASH FLOWS For the three months ended June 30, 2008 Cash Flow from Operating Activities: Net Loss $ (39,079) Adjustment to reconcile net loss to net cash used by operating activities: Decrease in Accounts Receivable 25,000 Decrease in Accrued Expenses (12,420) ---------- Net Cash used by Operating Activities (26,499) Cash Flow from Investing Activities: Net Cash used by Investing Activities - Cash Flow from Financing Activities: Proceeds from Officer Loan 26,795 ---------- Net Cash provided by Financing Activities 26,795 ---------- Net Increase (Decrease) in Cash 296 Cash Balance at beginning of period - ---------- Cash Balance at end of Period $ 296 ========== Supplemental Disclosure: Taxes Paid $ - The accompanying notes are an integral part of these interim unaudited financial statements EXCEL GLOBAL, INC. NOTES TO INTERIM UNAUDITED FINANCIAL STATEMENTS - ----------------------------------------------------------- NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Excel Global, Inc. (the "Company") was incorporated in the state of Nevada on August 2, 2007. The Company is a web-based service provider offering real time information captured through the use of its prime product known as the EDGE. This allows the Company together information for its clients with immediate analysis to its results allowing the client to react to the information more efficiently. Presentation of Interim Information. The financial information at June 30, 2008 and for the three and six months ended June 30, 2008 are unaudited, but includes all adjustments (consisting only of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial information set forth herein, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP"") for interim financial information, and with the instructions to Form 10-Q. Accordingly, such information does not include all of the information and footnotes required by U.S. GAAP for annual financial statements. For further information refer to the Financial Statements and footnotes thereto for the year ended December 31, 2007 included in the Company's Form S-1. The balance sheet as of December 31, 2007 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The results for the three and six months ended June 30, 2008 may ot be indicative of results for the year ending December 31, 2008 or any future periods. Use of estimates. The preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that directly affect the results of reported assets, liabilities, revenue, and expenses. Actual results may differ from these estimates. Revenue Recognition. The Company recognizes revenue when service is rendered, providing that collectibility is reasonably assured. Revenue consists primarily of gross administrative fees. Amounts received prior to providing the service date are classified as deferred revenue. The Company did not generate any revenue during the three months ended June 30, 2008. Cash Equivalents. For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments with an original maturity of three months or less to be cash equivalents. 7 EXCEL GLOBAL, INC. NOTES TO AUDITED FINANCIAL STATEMENTS - ----------------------------------------------------------- NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Property and Equipment. As of June 30, 2008, the Company did not maintain or control any fixed assets. Fair Value of Financial Instruments. All financial instruments are carried at amounts that approximate estimated fair value. Income Taxes. Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Licensing Rights. As of June 30, 2008, the Company capitalized $51,000 for licensing agreement rights. Impairment of Long-Lived Assets. Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value costs to sell. Net Loss Per Share. Basic net loss per share includes no dilution and is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding for the period. Diluted net loss per share does not differ from basic net loss per share as the Company did not have dilutive items during the audit period. Non-employees Equity Transactions. The Company accounts for equity instruments issued to non-employees in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 123 and the Emerging Issues Task Force (EITF) Issue No. 00-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services. SFAS No. 123 states that equity instruments that are issued in exchange for the receipt of goods or services should be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Under the guidance in Issue 99-18, the measurement date occurs as of the earlier of (a) the date at which a performance commitment is reached or (b) absent a performance commitment, the date at which the performance necessary to earn the equity instruments is complete (this is, the vesting date). 8 EXCEL GLOBAL, INC. NOTES TO AUDITED FINANCIAL STATEMENTS - ----------------------------------------------------------- NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) New Accounting Pronouncements. The Company does not believe newly issued accounting pronouncements will have any material impact on its financial statements. NOTE 2 - GOING CONCERN The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. In the near term, the Company expects operating costs to continue to exceed funds generated from operations. As a result, the The Company expects to continue to incur operating losses and may have insufficient funds to grow its business in the near future. The Company can give no assurance that it will achieve profitability or be capable of sustaining profitable operations. As a result, operations in the near future are expected to continue to use working capital. Management of the Company is actively increasing marketing efforts to increase its revenues. The ability of the Company to continue as a going concern is dependent on its ability to meet its financing arrangement and the success of its future operations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. NOTE 3 - LICENSE RIGHTS On November 28, 2007, the Company acquired a license from a software developer, Service Technology, Inc. ("Licensor"). The Licensor has a certain social networking software for use on the website. According to the license rights, the Company is authorized by this agreement to utilize the software in any manner within the course and scope of its business. The Company agreed to compensate the Licensor with a payment of $50,000, and in 100,000 common shares of the Company. The Company has indefinite term for the rights; therefore, the license right is not being amortized but will be reviewed for impairment annually or more frequently if impairment indicators arise, in accordance with SFAS 142. 9 NOTE 4 - NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share: For the three months For the six months ended June 30, 2008 ended June 30, 2008 -------------------- ------------------- Numerator: Net Loss $ (28,279) $ (39,079) ----------- ----------- Denominator: Weighted Average of Common Shares 7, 100,000 7,100,000 Basic and Diluted Net Loss per Share NIL NIL =========== =========== Diluted net loss per share is the same as basic net loss per share due to the lack of dilutive items in the Company. NOTE 5 - RELATED PARTY TRANSACTION An officer of the Company make advances to the Company to cover operating expenses; such advances are recorded as officer advances and has a balance of $27,648 and $853 on June 30, 2008 and December 31, 2007, respectively. No interest is being accrued. 12 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Results of Operations for the three and six months ended June 30, 2008. The net loss of $(28,279) and $(39,279) for the three and months ended June 30, 2008, respectively was due to commencement of operations and expenses relating to the recent public offering. Results of Operations for the years ended December 31, 2007. The net loss of $(71,053) for the year ended December 31, 2007 was due to commencement of operations. Revenues - -------- Excel Global did not receive any revenues for the three and six months ended June 30, 2008 Revenues of $25,000 for the year ended December 31, 2007 attributed to commencement of operations. Selling, general and administrative expense - ------------------------------------------- For the three months ended June 30, 2008, we had general, administrative and selling expenses of $28,279 due to expenses relating to the recent public offering. For the three months ended June 30, 2008, we had general, administrative and selling expenses of $38,279 due to expenses relating to the recent public offering. For the year ended December 31, 2007, we had general, administrative and selling expenses of $95,253 due to the commencement of operations. Selling, general and administrative expenses will continue to increase as we implement sales and marketing initiatives. Liquidity and Capital Resources - ------------------------------- During the six months ended June 30, 2008, we did not pursue any investing activities. During the six months ended June 30, 2008, net cash provided by financing activities was $26,795 from the proceeds of an officer loan. During the year ended December 31, 2007, we did not pursue any investing activities. During the year ended December 31, 2007, net cash provided by financing activities was $853 from the proceeds of an officer loan. . We are currently not aware of any trends that are reasonably likely to have a material impact on our liquidity. Our current cash balance is estimated to be sufficient to fund our current operations for two months. We are attempting to increase the sales to raise much needed 11 cash for the remainder of the year, which will be supplemented by our efforts to raise cash through the issuance of equity securities. It is our intent to secure a market share in the software application and service industry which we feel will require additional capital over the long term to undertake sales and marketing initiatives, and to manage timing differences in cash flows. Plan of Operations - ------------------ Our main focus in the next twelve months is to complete our public offering and utilize a portion of the funds raised to increase our marketing efforts to increase sales of the Edge and our services. Our long term capital strategy is to increase our cash balance through the receipt of revenues and financing transactions, including the issuance of debt and/or equity securities. We have not yet determined any specific offering terms, if any. Item 3. Quantitative and Qualitative Disclosures About Market Risk We do not consider the effects of interest rate movements to be a material risk to our financial condition. We do not hold any derivative instruments and do not engage in any hedging activities. Item 4T. Controls and Procedures. During the three months ended June 30, 2008, there were no changes in our internal controls over financial reporting (as defined in Rule 13a- 15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of June 30, 2008. Based on this evaluation, our chief executive officer and chief principal financial officers have concluded such controls and procedures to be effective as of June 30, 2008 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 12 PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 1A. Risk Factors. Not applicable to smaller reporting companies. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. None. Item 6. Exhibits Exhibit 31 - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 32 - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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 thereunto duly authorized. Dated: August 18, 2008 EXCEL GLOBAL, INC. By: /s/Betty Soumekh - --------------------------- Betty Soumekh, Chief Executive Officer EX-31 2 excelglobal10q2q08ex31.txt 302 CERTIFICATION 302 CERTIFICATION I, Betty Soumekh, certify that: 1. I have reviewed the quarterly report on Form 10-Q of Excel Global, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 12a-14) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c) presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: August 18, 2008 /s/Betty Soumekh ---------------------------- Betty Soumekh Chief Executive Officer Chief Financial Officer EX-32 3 excelglobal10q2q08ex32.txt 906 CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned officer of Excel Global, Inc. (the "Company"), hereby certifies, to such officer's knowledge, that the Company's Quarterly Report on Form 10-Q for the six months ended June 30, 2008 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Betty Soumekh ---------------------- Betty Soumekh Chief Executive Officer Chief Financial Officer August 18, 2008 -----END PRIVACY-ENHANCED MESSAGE-----