S-1/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NUMBER 2 TO

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Excel Corporation

(Name of small business issuer in its charter)

Delaware	6794	27-3955524
(State or other jurisdiction	(Primary Standard	(I.R.S. Employer
of incorporation or organization)	Industrial Classification Code Number)	Identification Number)

1384 Broadway, 17th Floor, New York, New York 10018

212-391-1701

(Address and telephone number of registrant's principal executive offices and principal

place of business)

Ruben Azrak

Chairman & CEO

Excel Corporation

1384 Broadway, 17th Floor

New York, New York 10018

212-391-1701

Name, address, and telephone number

of agent for service)

Copies to:

Mitchell Lampert, Esq.

Meister Seelig & Fein LLP

140 East 45th Street

New York, New York 10017

Telephone: 212-655-3575

Facsimile: 646-539-3675

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Shares to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Share (1)		Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee
Common Stock, $.0001 par value		250,000	$	0.40	$	100,000	$	11.61
Total		250,000	$	0.40	$	100,000	$	11.61

(1) No current trading market exists for our common shares. The offering price has been arbitrarily determined by us and bears no relationship to assets, earnings or other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

(2) Estimated in accordance with Rule 457(a) of the Securities Act of 1933, as amended, solely to compute the registration fee amount.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND BECOMES EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED JUNE 15 2011

PROSPECTUS

EXCEL CORPORATION

250,000 Shares of Common Shares

This is our initial public offering and no public market currently exists for the securities being offered. Consequently, our shareholders will not be able to sell their shares in any organized market place and may be limited to selling their shares privately. Accordingly, an investment in our shares is an illiquid investment.

We are offering on a “best-efforts all or none basis” 250,000 shares of our common stock at a price of $0.40 per share. Should we be successful in selling all of the shares offered, we will receive $100,000 in proceeds before expenses. All subscriptions received from Investors will be deposited in an escrow account with Signature Bank, who will act as our Escrow Agent. The offering period will commence upon the effectiveness of the registration statement of which this prospectus is a part and will terminate on the earlier of ninety (90) days from the date of this Prospectus or the date on which all 250,000 shares of common stock have been sold. In the event that all 250,000Shares are not sold during the offering period, all proceeds from the sale of the shares will be returned to subscribers, without interest or deduction. All checks from subscribers should be made payable to “Signature Bank – Escrow Agent for Excel Corporation. Subscriptions for shares are irrevocable once made, and funds will only be returned if the subscription is rejected or if all of the shares offered are not sold prior to the termination of this offering.

We are offering the shares in a direct public offering without an underwriter. The shares will be sold directly through the efforts of Charles Azrak, our Vice-President, Secretary and Director. Mr. Azrak will receive no commissions or other compensation for his efforts in selling the shares. We have no other sales agents for this offering.

Shares will be sold to friends, family, business acquaintances, existing shareholders and other contacts. The intended methods of communication with potential investors include, without limitation, telephone and personal contacts. In offering the securities on our behalf, Mr. Azrak will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.

Upon completion of the Offering, our officers and directors will own and have voting control over approximately 74.4% of our common stock. We are subject to many risks and an investment in our shares involves a high degree of risk. You should only purchase shares if you can afford a complete loss of your investment. Carefully consider all of the factors described under the heading “Risk Factors” beginning on page 3 before investing in any of our shares.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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The securities described in this prospectus will not be “Covered Securities” as that term is defined in Section 18(b) of the Securities Act of 1933, as amended, and therefore, will be subject to material restrictions and additional registration requirements at state law. See, the sections “Section 15(g) of the Exchange Act - Penny Stock Disclosure” and “Blue Sky,” below.

Prior to this offering, there has been no public market for our common stock.

	Number of Shares		Offering Price		Underwriting Discounts & Commissions		Proceeds to the Company
Per Share		250,000	$	0.40	$	0	$	100,000
Total		250,000	$	.40	$	0	$	100,000

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Table of Contents

Prospectus Summary	5
Risk Factors	7
Special Note Regarding Forward-Looking Statements	16
Use of Proceeds	17
Determination of Offering Price	18
Dilution of the Price You Pay For Your Shares	18
Plan of Distribution and Terms of the Offering	19
Description of Securities	21
Market for Common Equity and Related Stockholders Matters	22
Principal Shareholders	24
Description of Our Business	27
Directors, Executive Officers, Promoters and Control Persons	30
Conflicts of Interest	33
Related Party Transactions	34
Executive Compensation	34
Indemnification	35
Interest of Named Experts and Counsel	35
Management Discussion and Analysis	36
Where You Can Find More Information	38
Index to Financial Statements	F-1

You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. We are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted.

You should also assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

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PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before investing in the securities being offered here. You should read the entire prospectus carefully, including the sections entitled “Risk Factors,””Management’s Discussion and Analysis or Plan of Operation,” as well as our historical and pro forma financial statements and related notes included elsewhere in this prospectus.

Unless the context suggests otherwise, references in this prospectus to “we,” “our,” “us” and “our company” are to Excel Corporation, a Delaware company. Unless otherwise indicated, the information contained in this prospectus is as of the date of this Prospectus.

Business Summary

We were organized in 2010 and have not yet commenced commercial operations. We have generated no revenues since our formation. We are a licensing, company focused on bringing national and international brands to the retail marketplace. Our business strategy is to develop or acquire brands and to enter into strategic licenses and distribution agreements with partners who have the ability to develop, design, manufacture and distribute licensed products. While our Management has significant experience, primarily in apparel licensing ventures, we intend to seek licenses in a variety of industries.

Our business strategy is to select the appropriate branded products for the market we are targeting and leverage the senior relationships of our management team to facilitate. Based upon the experience of our Management, we expect that our licenses will typically require our licensees to pay us royalties based upon net sales with guaranteed minimum royalties in the event that net sales do not reach specified targets. We further expect that any licenses we issue will require licensees to pay us certain minimum amounts for the advertising and marketing of the respective license brands.

We intend to acquire, develop and license brands in a broad range of products categories. We also intend to acquire, develop and license select brands where the brand name can be leveraged into new categories. Our objective is to develop a diversified portfolio of iconic consumer brands by issuing licenses and then organically growing the existing portfolio, licensing new brands and entering into joint ventures or other partnerships with the goal of leveraging the experience of management in the license of branded merchandise.

In June 2011, we organized a New York Limited Liability Company under the name “V7 LLC” together with Michael Vick, an NFL football player that is the current quarterback of the Philadelphia Eagles and his partner Brian Sher. V7 LLC holds a 25 year, exclusive, worldwide, royalty-free license from Michael Vick, to utilize and commercially exploit the name and mark “V7” (excluding shoes). We own 30% of V7 LLC and act as its manager. We expect to begin development of this brand in the third or fourth quarter of 2011, although we cannot be sure that our estimated timeline is accurate. It is possible that development of the V7 brand will be delayed into 2012 or that we may not be successful developing V7 or any brands at all. We expect to utilize a significant portion of our cash, including approximately $50,000 of the proceeds of this Offering, to develop V7 and other brands that we intend to then license.

Our address is 1384 Broadway, 17th Floor, New York, New York 10018 and our telephone number is 212-391-1701. Our fiscal year end is December 31.

Corporate History

We were incorporated in Delaware on November 13, 2010 as Ruby Worldwide, Ltd. On November 30, 2010 we amended our Certificate of Incorporation to authorize the issuance of up to 200,000,000 shares of common stock, $.0001 par value and 10,000,000 shares of preferred stock, $.0001 par value. On January 19, 2011 we amended our Certificate of Incorporation to change our corporate name to Excel Corporation.

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Offering Summary

Securities offered by us:	250,000 shares of common stock
Offering price per share:	The Offering price is $0.40 per share. The offering price of the common stock bears no relationship to any objective criterion of value and has been arbitrarily determined. The price does not bear any relationship to our assets, book value, historical earnings, or net worth.
Proceeds to us:	$100,000 before expenses associated with this offering
Use of proceeds:	Working Capital and to investigate potential brand acquisitions.
Number of common shares outstanding before the offering:	29,486,000
Number of common shares outstanding after the offering:	29,736,000
Offering period:	This offering shall begin upon the effectiveness of the registration statement of which this prospectus is a part and will terminate on the earlier of: (i) the date when the sale of all 250,000 shares is completed, or (ii) 90 days from the effective date of this document. If all of the shares offered are not sold prior to the termination of this offering, all subscriptions for shares will be returned to investors without interest and without deduction.
Risk Factors:	An investment in our stock involves a very high degree of risk. You should purchase our stock only if you afford a complete loss of your purchase. You should carefully consider the information set forth in this prospectus and, in particular, the specific factors set forth in the “Risk Factors” section beginning on page 7 of this prospectus before deciding whether or not to invest in shares of our stock.

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Financial Summary

The following tables set forth summary financial data derived from our financial statements. The following data should be read in conjunction with the financial statements, related notes and other financial information included in this prospectus. Our historical results are not necessarily an indication of the results to be expected for any future period.

Table A: Condensed Statements of Operations

From inception, November 13, 2010 to December 31, 2010 and three month Period Ended March 31, 2011

	Inception November 13, 2010 to December 31, 2010			Three months  Ended March 31, 2011
Sales	$	0		$	0
Gross profit	$	0		$	0
Operating Expenses	$	750		$	(1,400	)
Other income (expense) - net	$	0		$	0
Net income (loss)	$	(750	)	$	(1,400	)

Table B: Balance Sheet

For period ending December 31, 2010 and March 31, 2011

	December 31, 2010		March 31, 2011
Current Assets	$	40,722	$	222,044
Current Liabilities	$	0	$	0
Working Capital (Deficit)	$	40,722	$	222,044

RISK FACTORS

An investment in the securities offered involves a high degree of risk and represents a highly speculative investment. In addition to the other information contained in this prospectus, prospective investors should carefully consider the following risks before investing in our common stock. If any of the following risks actually occur, our business, operating results and financial condition could be materially adversely affected. As a result, the price of our common stock could decline from the offer price and, if the common stock ever trades, the trading price could decline, and you may lose all or part of your investment in our common stock. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Special Note Regarding Forward Looking Statements” in this prospectus.

Additional risks and uncertainties not currently known to us or that we presently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations and value of our stock. You should not purchase the securities offered unless you can afford the loss of your entire investment.

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RISKS RELATED TO OUR BUSINESS

If we fail to develop our brands cost-effectively, our business may be adversely affected.

Successful promotion of our brands will depend largely on the effectiveness of our marketing efforts and those of our licensees. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses incurred in building the brands. If we fail to successfully promote and maintain our brands, or incur substantial expenses in an unsuccessful attempt to promote and maintain our brands, we may fail to attract enough new customers or retain our existing customers to the extent necessary to realize a sufficient return on our brand-building efforts, and our business and results of operations could suffer.

The market in which we participate is competitive and, if we do not compete effectively, our operating results could be harmed.

The licensing business in general is highly competitive and fragmented. Our competitors will include numerous licensors, and our own customers’ private label programs. We will face competition on many fronts, including the following: (i) establishing and maintaining favorable brand recognition; (ii) developing products that appeal to customers; and (iii) pricing products appropriately. Most of our competitors will be larger than us and have access to significantly greater financial, marketing and other resources than us. We believe that the principal competitive factors in the industry are: (1) brand name and brand identity, (2) timeliness, reliability and quality of service provided, (3) price, (4) the ability to anticipate consumer demands; and (5) market share. There can be no assurance that we will be able to compete successfully. If we are unable to successfully compete in this market, our business, prospects, financial condition and results of operations will be materially adversely affected.

Some of our competitors will also offer a wider range of branded lines; have greater name recognition and more extensive customer bases than the Company. These competitors may be able to respond more quickly to new or changing opportunities and customer desires, undertake more extensive promotional activities, offer terms that are more attractive to customers and adopt more aggressive pricing policies than the Company. Moreover, current and potential competitors have established or may establish cooperative relationships among themselves or with third parties to enhance their visibility. Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their products. Our current and potential competitors may have more extensive customer bases and broader customer relationships than we have. In addition, these companies may have longer operating histories and greater name recognition than we have and may be able to acquire more desirable brands or licensees that we can. These competitors may be better able to exploit branded merchandise. If we are unable to compete with such companies, the demand for our licensed products could be insufficient to allow us to profit from our activities.

We may not be able to anticipate consumer preferences and trends, which could negatively affect acceptance of our products by retailers and consumers and result in a significant decrease in net sales.

The products sold under our brand names must appeal to a broad range of consumers, whose preferences cannot be predicted with certainty and are subject to rapid change. Products sold under our brands will need to successfully meet constantly changing consumer demands. If our branded products are not successfully received by retailers and consumers our business, financial condition, results of operations and prospects may be harmed.

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The downturn in the economy has negatively affected consumer purchases of discretionary items and can adversely affect our sales.

The success of our operations will depend upon a number of factors relating to consumer spending, primarily in the United States, including future economic conditions affecting disposable consumer income such as employment, business conditions, interest rates, the availability of consumer credit, consumer confidence in future conditions and tax rates. Consumer spending might decline in response to economic conditions, thereby adversely affecting our growth, net sales and profitability. Consumer purchases of discretionary items, including our products, have declined during the current recessionary period and also may decline at other times when disposable income is lower. A further downturn in the economy may adversely affect our sales.

Our ability to generate revenues will depend upon our ability to identify licensees that can develop, design, manufacture, market and distribute compelling products.

The ability to develop brands and products that the market finds desirable and willing to purchase is critically important to our success. In order to succeed, we will need to license our brands to entities that have the ability to design, manufacture, market and distribute products that will be appealing to the market. If we fail to license our brands to licensee who have these abilities, there may not be any or only limited demand for products that carry our licensed brands. If this were to happen, our sales could be limited and we may never realize any revenues. In addition, there are no assurances that if our licensees alter, or develop new product lines in the future that market demand for these will develop, which would adversely affect our business.

We will incur significant costs complying with our obligations as a reporting issuer, which will decrease our profitability.

Upon the effectiveness of our registration statement, we will file periodic reports with the Securities & Exchange Commission, including financial statements and disclosure regarding changes in our operations. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major affect on the amount of time to be spent by our auditors and attorneys. However, we estimate that these costs will exceed $50,000 per year for the next few years. Those fees will be higher if our business volume and activity increases. Those obligations will reduce our resources to fund our operations and may prevent us from meeting our normal business obligations. Compliance costs will be charged to operations and will negatively impact our profitability.

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RISKS RELATED TO OUR MANAGEMENT

If we fail to retain our key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our future depends, in part, on our ability to attract and retain key personnel. Our future also depends on the continued contributions of our executive officers and other key technical personnel, each of whom would be difficult to replace. In particular, Ruben Azrak, our Chairman and Chief Executive Officer is critical to the management of our business and operations and the development of our strategic direction. The loss of the services of Mr. Azrak or other executive officers or key personnel and the process to replace any of our key personnel would involve significant time and expense and may significantly delay or prevent the achievement of our business objectives. Our anticipated growth could strain our personnel resources and infrastructure, and if we are unable to implement appropriate controls and procedures to manage our anticipated growth, we may not be able to successfully implement our business plan.

We are anticipating a period of growth in our headcount and operations, which may place, to the extent that we are able to sustain such growth, a significant strain on our management and our administrative, operational and financial reporting infrastructure.

Our success will depend in part on the ability of our senior management to manage this expected growth effectively. To do so, we believe we will need to continue to hire, train and manage new employees as needed. If our new hires perform poorly, or if we are unsuccessful in hiring, training, managing and integrating these new employees, or if we are not successful in retaining our existing employees, our business may be harmed. To manage the expected growth of our operations and personnel, we will need to continue to improve our operational and financial controls and our reporting procedures and systems. The expected addition of new employees and the capital investments that we anticipate will be necessary to manage our anticipated growth will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term. If we fail to successfully manage our anticipated growth, we will be unable to execute our business plan.

None of our officers and directors have any meaningful accounting or financial reporting education or experience, which increases the risk we may be unable to comply with all rules and regulations.

Our ability to meet our ongoing reporting requirements on a timely basis will be dependent to a significant degree on advisors and consultants. Our officers and directors have no meaningful accounting or financial reporting education or experience. As such, there is risk about our ability to comply with all financial reporting requirements accurately and on a timely basis.

We do not have compensation or an audit committee, so shareholders will have to rely on the directors to perform these functions.

We do not have an audit or compensation committee comprised of independent directors. These functions are performed by the members of our board of directors. Until we have an audit committee or independent directors, there may less oversight of management decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

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Our officers and directors own a controlling interest in our voting stock and investors will not have any voice in our management, which could result in decisions adverse to our general stockholders.

Our officers and directors, in the aggregate, will beneficially own approximately or have the right to vote approximately 74% of our outstanding common shares on a fully diluted basis, assuming all of the 250,000 shares we are offering are sold and assuming none of the 250,000 shares are purchased by any of our officers or directors. As a result, these stockholders, acting together, will have the ability to control substantially all matters submitted to our stockholders for approval including:

· election of our board of directors;

· removal of any of our directors;

· amendment of our Articles of Incorporation or By-laws; and

· adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

As a result of their ownership and positions, our officers and directors collectively are able to influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. The interests of our officers may differ from the interests of the other stockholders, and they may influence decisions with which the other stockholders may not agree. Such decisions may be detrimental to our business plan and/or operations and they may cause the business to fail in which case you may lose your entire investment.

If we fail to hire a separate financial officer, we may become unable to implement and monitor financial controls sufficient to ensure maximum profitability and comply with applicable regulatory requirements.

Ruben Azrak is our Principal Accounting Officer and assumes both this position along with being our Chief Executive Officer and Chairman of the Board. Although we intend to hire a Chief Financial Officer in 2012, there is no assurance that we will have sufficient financial resources to do so. Our accounting controls may be ineffective unless we obtain the services of a separate Chief Financial Officer.

Since our officers and Directors work full-time for other companies, the limited amount of time they devote to our business could adversely affect our ability to develop our business operations.

Our officers and directors are currently employed in other business ventures and do not devote all of their time to our operations. Presently, our officers and directors allocate only a limited portion of their time to the operation of our business. Since our officers and Directors are currently employed full-time elsewhere, they expect to devote approximately 5 hours per week on our business affairs. While it is possible that our officers and directors will devote more time to our business in the future, there can be no assurance that they or any employees will devote significant efforts to developing or operating our business. The limited time commitment of our officers and directors may limit or slow our ability to develop meaningful operations.

Conflicts of interest may arise with our officers and directors.

Our officers and directors are and in the future may be involved in other licensing ventures, any of which may compete with our business. In some instances, opportunities may be presented to our officers or directors that would be appropriate for us as well as other ventures in which our officers and directors are engaged. Since most of the ventures in which are our officers and directors are currently engaged are larger and have greater financial resources than we do, we believe that most opportunities, at least in the next year or two, that may be presented to our officers and directors will be exploited by the entity most suited to undertake such opportunity. However, there can be no assurance that this assumption is correct or that our officers and directors will resolve potential conflicts of interest in a manner to our benefit.

Additional conflicts of interest and non-arms length transactions may also arise in the future in the event that one of our officers or directors is involved in the management or ownership of any entity with which we transacts business. While our officers and directors expect to enter into any related party transactions on terms that are fair to us and similar to those that would be acceptable in an unrelated party transaction, there can be no assurance that any related party transactions with our officers or directors will be on terms that are fair to us.

In the event that we enter into an agreement in which any of our officers or directors have a financial interest, we intend to comply with provisions of Delaware Law that provide that no contract or transaction between a corporation and 1 or more or its directors or officers, or between a corporation and other corporation, partnership, association, other organization in which 1 or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if:

(1)           The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority or the disinterested directors, even though the disinterested directors be less than a quorum; or

(2)           The material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3)           The contract or transition is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee or the stockholders.

We do not currently have any general liability insurance to protect us in case of customer or other claims.

We do not have any general liability insurance to cover any potential claims to which we are exposed. Any imposition of liability would increase our operating losses and reduce our net worth and working capital.

If a third party asserts that we are infringing its intellectual property, whether successful or not, it could subject us to costly and time-consuming litigation or require us to obtain expensive licenses, and our business may be adversely affected.

The licensing industry is characterized by the existence of a large number of patents, trademarks and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Third parties may assert patent, trademark, copyright and other intellectual property infringement claims against us in the form of lawsuits, letters or other forms of communication. These claims, whether or not successful, could:

· divert management’s attention;

· result in costly and time-consuming litigation;

· require us to enter into royalty or licensing agreements, which may not be available on acceptable terms, or at all;

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· require us to modify our brands, trademarks, copyrights and/or patents to avoid infringement.

As a result, any third-party intellectual property claims against us could increase our expenses and adversely affect our business. In addition, many of our agreements with our licensees will likely require us to indemnify them for third-party intellectual property infringement claims, which would increase the cost to us resulting from an adverse ruling on any such claim. Even if we have not infringed any third parties’ intellectual property rights, we cannot be sure our legal defenses will be successful, and even if we are successful in defending against such claims, our legal defense could require significant financial resources and management time. Finally, if a third party successfully asserts a claim that our products infringe its proprietary rights, royalty or licensing agreements might not be available on terms we find acceptable or at all and we may be required to pay significant monetary damages to such third party.

RISKS RELATED TO OUR SECURITIES AND THIS OFFERING

There is no public trading market for our common stock so you may not be able to resell your stock and may not be able to turn your investment into cash.

There is currently no public trading market for our common stock. Therefore, there is no central place, such as a stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you may have to locate a buyer and negotiate your own sale.

We may need additional capital in the future, which may not be available to us on favorable terms, or at all, and may dilute your ownership of our common stock.

To date, we have relied on outside financing to fund our operations and we expect our operations will require additional capital as our business develops. In particular, we may require additional capital from equity or debt financing in the future to:

· Acquire or develop brands to license to third parties;

· Market and/or advertise our brands;

· Fund our operations;

· Respond to competitive pressures;

· Take advantage of strategic opportunities, including more rapid expansion of our business or the acquisition of complementary brands, products, technologies or businesses; and

· Protect our intellectual property.

We may not be able to secure timely additional financing on favorable terms, or at all. The terms of any additional financing may place limits on our financial and operating flexibility. If we raise additional funds through issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new securities we issue could have rights, preferences and privileges senior to those of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

Our quarterly results may fluctuate and if we fail to meet the expectations of analysts or investors, our stock price could decline substantially.

Our quarterly operating results may fluctuate, and if we fail to meet or exceed the expectations of securities analysts or investors, the trading price of our common stock could decline. Some of the important factors that could cause our revenue and operating results to fluctuate from quarter to quarter include:

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· the timing of our brand acquisition, development and/or licensing activities;

· the scope of our marketing and advertising efforts;

· our ability to retain existing customers, attract new customers and satisfy our customers’ requirements;

· general economic conditions;

· changes in our pricing policies or those of our licensees;

· our ability to expand our business;

· the effectiveness of our personnel;

· new product introductions;

· costs associated with future acquisitions of brands; and

· extraordinary expenses such as litigation or other dispute-related settlement payments.

Some of these factors are not within our control, and the occurrence of one or more of them may cause our operating results to vary widely. As such, we believe that quarter-to-quarter comparisons of our revenue and operating results may not be meaningful and should not be relied upon as an indication of future performance.

We may expand through acquisitions of, or investments in, other companies or through business relationships, all of which may divert our management’s attention, resulting in additional dilution to our stockholders and consumption of resources that are necessary to sustain our business.

One of our business strategies is to acquire brands or businesses that own and/or license brand name goods. We also may enter into relationships with other businesses in order to expand our product offerings, which could involve preferred or exclusive licenses, additional channels of distribution or discount pricing or investments in other companies.

Our completed acquisitions of brands or businesses and any future acquisition, investment or business relationship may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the acquired brands or business operations of the acquired companies, particularly if the key personnel of the acquired company choose not to work for us and we may have difficulty retaining the customers of any acquired business due to changes in management and ownership. Acquisitions of brands or businesses may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of our business. Moreover, we cannot assure you that the anticipated benefits of any acquisition, investment or business relationship would be realized or that we would not be exposed to unknown liabilities, nor can we assure you that we will be able to complete any acquisitions on favorable terms or at all. In connection with one or more of those transactions, we may:

· issue additional equity securities that would dilute our stockholders;

· use cash that we may need in the future to operate our business;

· incur debt on terms unfavorable to us or that we are unable to repay;

· incur large charges or substantial liabilities;

· encounter difficulties retaining key employees of the acquired company or integrating diverse business cultures;

· become subject to adverse tax consequences, substantial depreciation or deferred compensation charges; and

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· encounter unfavorable reactions from investment banking market analysts who disapprove of our completed acquisitions.

Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to existing common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.

Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our common or preferred stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock or other preferred stockholders and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock or existing preferred shares.

Preferred stock could be used to dilute a potential hostile acquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to, and assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting rights, of the holders of our common stock and preferred stock.

There is no current trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares.

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to apply for admission to quotation of our securities on the OTC Bulletin Board. If for any reason our securities are not quoted on the OTC Bulletin Board or a public trading market does not otherwise develop, purchasers of the securities may have difficulty selling their shares should they desire to do so. No market makers have committed to becoming market makers for our common shares and it may be that none will do so. As a result, you should purchase shares only as a long-term investment, and you must be prepared to hold your shares for an indefinite period of time.

Should we be successful in having our common shares quoted on the Over the Counter Bulletin Board, common stockholders will be subject to the “Penny Stock” Rules of the SEC and the trading market in our common shares would be very limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock. These rules may affect your ability to resell your shares.

Our shares are not currently traded on any stock exchange or quoted on any stock quotation system. We intend to file an application for quotation on the OTC Bulletin Board upon completing this Offering. There can be no assurance we will be successful in our application, however, should we receive approval for quotation on the OTC Bulletin Board the SEC has adopted regulations that generally define a "penny stock" to be any equity security other than a security excluded from such definition by Rule 3a51-1 under the Securities Exchange Act of 1934, as amended. For the purposes relevant to our company, it is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.

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It is anticipated that our common shares will be regarded as a “penny stock”, since our shares are not listed on a national stock exchange or quoted on the NASDAQ Market within the United States, to the extent the market price for our shares is less than $5.00 per share. The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer with additional information including current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customer's account, and to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. To the extent these requirements may be applicable they will reduce the level of trading activity in the secondary market for the common shares and may severely and adversely affect the ability of broker-dealers to sell the common shares.

Financial Industry Regulatory Authority (FINRA) sales practice requirements may limit your ability to buy and sell our shares.

FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares, depressing our share price.

United States state securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

There is no public market for our securities, and there can be no assurance that any public market will develop in the foreseeable future. Secondary trading in securities sold in this offering will not be possible in any state in the U.S. unless and until the common shares are qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in such state. There can be no assurance that we will be successful in registering or qualifying our securities for secondary trading, or identifying an available exemption for secondary trading in our securities in every state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the securities in any particular state, the securities could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our securities, the market for our securities could be adversely affected.

The market price of our shares would decline if our restricted shareholders sell a large number of shares.

A total of 29,486,000 shares have been issued to the existing stockholders, and are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing six months after their acquisition. Any sale of shares held by the existing stockholders (after applicable restrictions expire) may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance.

Our common shares are not registered under the Securities Exchange Act of 1934, as amended. As a result, we will not be subject to the federal proxy rules and our directors, executive officers and 10% beneficial holders will not be subject to Section 16 of the Exchange Act. In addition, our reporting obligations under Section 15(d) of the Exchange Act may be suspended automatically if we have fewer than 300 shareholders of record on the first day of our fiscal year.

Our common shares are not registered under the Securities Exchange Act of 1934, as amended, and we do not intend to register our common shares under the Exchange Act for the foreseeable future, provided that, we will register our common shares under the Exchange Act if we have, after the last day of our fiscal year, more than 500 shareholders or record, in accordance with Section 12(g) of the Exchange Act. As a result, although, upon the effectiveness of the registration statement of which this prospectus forms a part, we will be required to file annual, quarterly, and current reports pursuant to Section 15(d) of the Exchange Act, as long as our common shares are not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the Securities and Exchange Commission a proxy statement and form of proxy complying with the proxy rules. In addition, so long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directs, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers, and beneficial holders will only be available through this (and any subsequent) registration statement, and periodic reports we file with the SEC.

Furthermore, so long as our common shares are not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.

We may be unsuccessful in implementing required internal controls over financial reporting.

We are not currently required to comply with the SEC's rules implementing Section 404 of the Sarbanes-Oxley Act of 2002, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC's rules implementing Section 302 of the Sarbanes-Oxley Act of 2002, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. We will not be required to make our first assessment of our internal control over financial reporting until the year following our first annual report required to be filed with the SEC. To comply with the requirements of being a public company, we will need to create information technology systems, implement financial and management controls, reporting systems and procedures and contract additional accounting, finance and legal staff.

Any failure to develop or maintain effective controls, or any difficulties encountered in our implementation of our internal controls over financial reporting could result in material misstatements that are not prevented or detected on a timely basis, which could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. Ineffective internal controls could cause investors to lose confidence in our reported financial information.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

We have made statements in this Prospectus, including under “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Business” and elsewhere that constitute forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.

Examples of forward-looking statements include:

· the timing of the development of future products;

· projections of costs, revenue, earnings, capital structure and other financial items;

· statements of our plans and objectives;

· statements regarding the capabilities of our business operations;

· statements of expected future economic performance;

· statements regarding competition in our market; and

· assumptions underlying statements regarding us or our business.

The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. We discuss our known material risks under the heading “Risk Factors” above. Many factors could cause our actual results to differ materially from the forward-looking statements. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

You should also assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

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USE OF PROCEEDS

We are conducting this offering on a best-effort, all or none basis. In the event that all 250,000Shares are not sold during the offering period, all proceeds from the sale of the shares will be returned to subscribers, without interest or deduction. If we sell all of the shares offered, we will receive $100,000 in gross proceeds, but there can be no assurance that all or any of the shares will be sold. The proceeds are expected to be disbursed, in the priority set forth in the table below, during the first twelve months after the successful completion of the offering of the securities offered for sale by us:

Total Proceeds	$	100,000
Use of Net Proceeds
Costs associated with Investigating acquisition of Brands to License	$	50,000
Working Capital	$	50,000
Total Use of Net Proceeds	$	100,000

Brand investigation expenses consist primarily of communication expenses, travel and compensation for personnel and fees for outside professional contractors. We plan to use the net proceeds from this offering to identify and if possible acquire a brand or brands to license and for working capital.

We do believe our anticipated funds from operations and the cash we currently have, will provide us with sufficient funds to meet our cash requirements for our business operations for at least twelve months following the date of this registration statement, although acquisitions of brands or businesses in excess of our capital resources would likely require us to raise additional debt or equity capital to fund such acquisitions.

Our officers and directors will have broad discretion in allocating a substantial portion of the proceeds of this offering. We will invest proceeds not immediately required for the purposes described above principally in United States government securities, short-term certificates of deposit, money market funds or other short-term interest bearing investments.

There have been no services performed, and we do not anticipate that there will be any, by our officers, directors, principal shareholders, their affiliates or associates that will be reimbursed with proceeds from this offering. None of the offering proceeds we receive will be used to make loans to officers, directors or affiliates.

Our description represents our best estimate of the allocation of the net proceeds of this offering based upon the current status of our business. Our estimates may prove to be inaccurate. We based this estimate on various assumptions, including our anticipated sales and marketing expenditures, gross margins, general operating expenses and revenues. If any of these factors change, we may find it necessary to reallocate a portion of the proceeds within the above-described categories. We may undertake new activities that will require considerable additional expenditures, or unforeseen expenses may occur. If our plans change or our assumptions prove to be inaccurate, we may need to seek additional financing sooner than currently anticipated or to curtail our operations.

If we needed to raise additional capital in the future, there is no assurance that we would be successful in raising any debt or equity capital when it is needed or on suitable terms. The cost of debt financing could be high, which may prevent us from earning a profit and the cost of equity financing could be substantially dilutive to our shareholders. If we are unable to raise the capital we need in the time required or on suitable terms, our business would fail and investors could lose their entire investment.

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DETERMINATION OF OFFERING PRICE

There is no established public market for the securities being registered.  As a result, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by us and do not necessarily bear any relationship to assets, earnings, book value or any other objective criteria of value. In addition, no investment banker, appraiser or other independent, third party has been consulted concerning the offering price for the shares or the fairness of the price used for the shares. Accordingly, the offering price should not be considered an indication of the actual value of our securities.

In determining the offering price of the shares we considered several factors including the following:

· the risks we face as a business;

· prevailing market conditions, including the history and prospects for the industry in which we compete;

· our future prospects; and

· our capital structure.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the high offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

The calculations below are based upon 29,486,000 common shares issued and outstanding and, a net tangible book value of $222,044, or $0.008 per share of common stock as of March 31, 2011.

You will suffer substantial dilution in the purchase price of your stock compared to the net tangible book value per share immediately after the purchase.

The following assumes the sale of 100% of the shares of common stock in this offering. After giving effect to the sale of 500,000 shares at an offering price of $0.40 per share of common stock our net tangible book value as of the closing of this offering would increase from $0.008 to $0.011 per share. This represents an immediate increase in the net tangible book value of approximately $0.003 per share to current shareholders, and immediate dilution of about $0.389 per share to new investors, as illustrated in the following table:

Public offering price per share of common stock	$	0.400
Net tangible book value per share prior to offering	$	0.008
Increase per share attributable to new investors	$	0.003
Net tangible book value per share after offering	$	0.011
Dilution per share to new investors	$	0.389
Percentage dilution		97.3	%

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PLAN OF DISTRIBUTION AND TERMS OF THE OFFERING

Offering

We are offering on a best-efforts all or none basis up to 250,000 shares of our common stock at a price of $0.40 per share. In the event that all 250,000Shares are not sold during the offering period, all proceeds from the sale of the shares will be returned to subscribers, without interest or deduction. Subscriptions for shares are irrevocable once made, and funds will only be returned if the subscription is rejected or if all of the shares offered are not sold prior to the termination of this offering.  If we sell all of the shares offered, we will receive $100,000 in proceeds, but there can be no assurance that all or any of the shares will be sold.

This offering shall begin upon the effectiveness of the registration statement of which this prospectus is a part and will terminate on the earlier of: (i) the date when the sale of all 250,000 shares is completed, or (ii) 90 days from the effective date of this document.

No Broker Is Being Utilized In This Offering

This offering is self-underwritten, which means that it does not involve the participation of an underwriter or broker, and as a result, no broker for the sale of our securities will be used. In the event a broker-dealer is retained by us to participate in the offering, we must file a post-effective amendment to the registration statement to disclose the arrangements with the broker-dealer, and that the broker-dealer will be acting as an underwriter and will be so named in the prospectus. Additionally, FINRA’s corporate finance department must issue a “no objection” position on the terms of the underwriting compensation before the broker-dealer may participate in the offering.

Plan of Distribution

The shares will be sold directly through the efforts of Charles Azrak, our Vice President, Secretary and Director. Mr. Azrak will receive no commissions or other compensation for his efforts in selling the shares. We have no other sales agents for this offering.

Shares will be sold to friends, family, business acquaintances and other contacts.  The intended methods of communication with potential investors include, without limitation, telephone and personal contacts. In offering the securities on our behalf, Mr. Azrak will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.

Generally speaking, Rule 3a4-1 provides an exemption from the broker/dealer registration requirements of the Securities Exchange Act of 1934 for persons associated with an issuer provided that they meet certain requirements.

Although Charles Azrak is an associated person as that term is defined in Rule 3a4-1 under the Exchange Act, he is deemed not to be a broker for the following reasons:

1. He is not subject to a statutory disqualification as that term is defined in Section 3(a)(39) of the Exchange Act at the time of his participation in the sale of our securities,

2. He will not be compensated for his participation in the sale of our securities by the payment of commission or other remuneration based either directly or indirectly on transactions in securities;

3. He is not an associated person of a broker or dealer at the time of his participation in the sale of our securities; and

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4. He meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) does not participate in selling and offering of securities for any issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Mr. Azrak is not statutorily disqualified, is not being compensated, and is not associated with a broker/dealer. He is and will continue to be our officer and director at the end of the offering and has not been during the last twelve months and is currently not a broker/dealer or associated with a broker/dealer.  He will not participate in selling and offering securities for any issuer more than once every twelve months.

Regulation M

We are subject to Regulation M of the Securities Exchange Act of 1934. Regulation M governs activities of underwriters, issuers, selling security holders, and others in connection with offerings of securities. Regulation M prohibits distribution participants and their affiliated purchasers from bidding for purchasing or attempting to induce any person to bid for or purchase the securities being distributed.

Subscriptions

Prior to the effectiveness of the Registration Statement, we have not provided potential purchasers of our common stock with a copy of this prospectus. Subscriptions for shares are irrevocable once made, and funds will only be returned if the subscription is rejected. There will be an escrow account, with Signature Bank as Escrow Agent, into which all proceeds from subscribers in this offering will be deposited. The funds held in escrow will not be released to us unless and until we have received $100,000 in subscriptions from potential purchasers for the sale of the 250,000 shares being offered in this offering and all of such funds, whether by check or by wire transfer, have cleared the banking system prior to the end of the offering period. In the event that subscriptions for $100,000 are deposited in the escrow account during the offering period, all funds held in escrow from the sale of our securities will be released to us. If all of the shares offered are not sold prior to the termination of this offering, all funds held in escrow will be returned to subscribers without interest and without any deduction.

If you decide to subscribe for any shares in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check or certified funds to us. All checks for subscriptions should be made payable to “Signature Bank – Escrow Agent for Excel Corporation”.  Subscriptions, once executed, are irrevocable.

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

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DESCRIPTION OF SECURITIES

The following is a summary of the material rights and restrictions associated with our securities. This description does not purport to be a complete description of all of the rights of our stockholders and is subject to, and qualified in its entirety by, the provisions of our most current Articles of Incorporation and Bylaws, which are included as exhibits to this Registration Statement.

Common Stock

Our authorized capital stock consists of 200,000,000 shares of common stock, par value of $0.0001 per share and 10,000,000 shares of preferred stock, $.0001 par value. As of March 31, 2011, there were 29,486,000 shares of common stock held by 45 holders of record and no Preferred Stock issued or outstanding.

Dividends:

The holders of our common stock are entitled to dividends as our board of directors may declare, from time to time, from funds legally available, subject to the preferential rights of the holders of our preferred stock, if any, and any contractual limitations on our ability to declare and pay dividends.

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Distribution to holders of common stock:

Upon any voluntary or involuntary liquidation, dissolution, or winding up of our affairs, the holders of our common stock are entitled to share ratably in all assets available for distribution after payment of creditors and subject to prior distribution rights of our preferred stock, if any.

Non-cumulative voting:

The holders of our common stock are entitled to one vote per share on any matter to be voted upon by shareholders, subject to certain exceptions relating, among other matters, to our preferred stock, if any. Our articles of incorporation do not provide for cumulative voting in connection with the election of directors, and accordingly, holders of more than 50% of the shares voting will be able to elect all of the directors elected each year, subject to the voting rights of our preferred stock, if any. Except as otherwise provided by law, the holders of a majority in voting power of the shares issued and outstanding and entitled to vote at such meeting of shareholders will constitute a quorum at such meeting of the shareholders for the transaction of business subject to the voting rights of our preferred stock, if any.

Preemptive rights:

Upon the consummation of this offering, no holder of our common stock will have any preemptive right to subscribe for any shares of our capital stock issued in the future.

Preferred Stock

Our Articles of Incorporation provide that our board of directors may, by resolution, establish one or more classes or series of preferred stock having the number of shares and relative voting rights, designations, dividend rates, liquidation, and other rights, preferences, and limitations as may be fixed by them without further shareholder approval. The holders of our preferred stock may be entitled to preferences over common shareholders with respect to dividends, liquidation, dissolution, or our winding up in such amounts as are established by the resolutions of our board of directors approving the issuance of such shares.

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The issuance of our preferred stock may have the effect of delaying, deferring or preventing a change in control of us without further action by the holders and may adversely affect voting and other rights of holders of our common stock. In addition, issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could make it more difficult for a third party to acquire a majority of the outstanding shares of voting stock. As of March 31, 2011, no shares of our preferred stock have been issued and we have no plans to issue any shares of preferred stock.

Options

Our board of directors has authorized the 2010 Stock Incentive Plan which provides us with the ability to issue options on up to 4,000,000 common shares. As of the date of this Prospectus, no options were issued under the Plan.

Anti-takeover provisions

There are no anti-takeover provisions that may have the affect of delaying or preventing a change in control.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

No Public Market for Common Stock

This is our initial public offering and no public market currently exists for the securities being offered. Consequently, our shareholders will not be able to sell their shares in any organized market place and may be limited to selling their shares privately. Accordingly, an investment in our shares is an illiquid investment.

Following the closing of this offering , we anticipate applying for trading of our securities on the over the counter bulletin board, maintained by the Financial Industry Regulatory Authority (FINRA), upon the effectiveness of the registration statement of which this prospectus forms a part.

There are several requirements for listing our shares on the bulletin board, including:

· we must make filings pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934;

· we must remain current in our filings;

· we must find a member of FINRA to file a form 211 on our behalf.

The information contained within form 211 includes comprehensive data about our company and our shares. Form 211 and our prospectus are filed with the FINRA so that they can determine if there is sufficient publicly available information about us and whether our shares should be listed for trading.

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We have had no discussions with any market makers and there is no assurance that our shares will ever be approved by FINRA to be quoted on the Bulletin Board.

Section 15(g) of the Exchange Act - Penny Stock Disclosure

Our shares are “penny stocks” covered by section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. This imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $1,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to resell your shares. Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons. While Section 15(g) and Rules 15g-1 through 15g-6 apply to broker/dealers, they do not apply to us.

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

The foregoing rules apply to broker/dealers. They do not apply to us in any manner whatsoever. However, the application of the penny stock rules may affect your ability to resell your shares because many brokers are unwilling to buy, sell or trade penny stocks as a result of the additional sales practices imposed upon them which are described in this section.

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Blue Sky

Our common stock holders and persons who desire to purchase our common stock shares in any trading market that may develop should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having out shares available for trading on a stock exchange, investors should consider any secondary market for our securities to be a limited one.

We intend to seek coverage and publication of information about us in an accepted publication which permits a “manual exemption”. This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, is not enough for the security to be listed in a recognized manual. The listing entry must contain: (1) the names of issuers, officers, and directors; (2) an issuer’s balance sheet; and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may be unable to secure a listing containing all of this information. Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports and many states expressly recognize these manuals, a smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals.

The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

The shares may not be offered or sold in certain jurisdictions unless they are registered or otherwise comply with the applicable securities laws of such jurisdictions by exemption, qualification or otherwise. We intend to sell the shares only in the states in which this offering has been qualified or an exemption from the registration requirements is available, and purchases of shares may be made only in those states.

Stock transfer agent

We have engaged the services of Interwest Transfer Company, Inc. to act as our stock transfer agent. Interwest’s address and telephone number are P.O. Box 17136, Salt Lake City, UT  84117; telephone (801)272-9294.

PRINCIPAL SHAREHOLDERS

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person (including any group) known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. As of the date of this prospectus, there were 29,486,000 shares of common stock outstanding and no preferred stock outstanding. All ownership listed below relates to our $.0001 par value common stock.

Each stockholder's address is in care of our company at 1384 Broadway, New York, New York 10018.

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Name of Beneficial Owner	Amount and Nature of Beneficial Ownership (4)		Percentage Before Offering			Percentage After Offering (5)
Ruben Azrak1 6		10,007,200		33.9	%		33.64	%
Charles Azrak1		3,104,600		10.5	%		10.4	%
Victor Azrak1		3,104,600		10.5	%		10.4	%
Sarah Azrak1		3,104,600		10.5	%		10.4	%
Azrak Family 2010 Irrevocable Trust1 6		6,902,600		23.4	%		23.2	%
Joseph Azrak1		2,800,000		9.5	%		9.4	%
Mark Salaman2		1,807,000		6.1	%		6.1	%
Dennis Ringer3		2,308,000		7.8	%		7.8	%
All officers and Directors as a group (3 persons)		22,121,000		75.0	%		74.4	%

1 Victor and Charles Azrak are the sons of Ruben and Sarah Azrak and Joseph Azrak is the cousin of Ruben Azrak.

2 Mark Salaman’s brothers, Steven Salaman and Michael Salaman, own 1,000,000 and 500,000 shares respectively, of our common stock. The share ownership listed in the chart above for Mark Salaman does not include shares owned by his brothers Mark Salaman, Steven Salaman and Michael Salaman have agreed with us to “lock-up” and not sell for a period of one year from the date of issuance (December 1, 2010), 700,000, 900,000 and 400,000 Shares, respectively, owned by such persons, subject to earlier release at the discretion of our Board of Directors.

3 Mr. Ringer has agreed with us to “lock-up” and not sell for a period of one year from the date of issuance (December 1, 2010) 2,000,000 Shares owned by Mr. Ringer, subject to earlier release at the discretion of our Board of Directors.

4 Assumes that our officers and directors do not acquire shares in our offering.

5 A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

6 Ruben Azrak has voting and investment power over the shares owned by the Azrak Family 2010 Irrevocable Trust. The Shares that are shown as owned by Ruben Azrak include 3,104,600 that are issued in the name of Ruben Azrak and 6,902,600 that are owned by Azrak Family 2010 Irrevocable Trust.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of the common stock beneficially owned by them.

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BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Although Section 16(a) of the Securities Exchange Act of 1934 requires directors and executive officers, and persons who own more than five percent of a Company’s securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock upon the Company becoming a fully reporting company under the Exchange Act by the Company filing a Form 8-A, we do not intend to initially register any class of securities under Section 12 of the Exchange Act and accordingly will not be subject to such rules.

FUTURE SALES BY STOCKHOLDERS

The 250,000 shares of common stock offered for sale in this prospectus will be freely tradable without restrictions upon effectiveness of this registration statement.

A total of 29,486,000 shares have been issued to our shareholders prior to the date of this Prospectus. All of such shares are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act.

In general, under Rule 144, as currently in effect, any of our affiliates and any person or persons whose sales are aggregated who has beneficially owned his or her restricted shares for at least six months, may be entitled to sell in the open market within any three-month period a number of shares of common stock that does not exceed the greater of (i) 1% of the then outstanding shares of our common stock, or (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding any sale.

Sales under Rule 144 are also affected by limitations on manner of sale, notice requirements, and availability of current public information about us. Non-affiliates, who have held their restricted shares for six months, may be entitled to sell their shares under Rule 144 without regard to any of the above limitations, provided they have not been affiliates for the three months preceding any sale.

Sales may only be made under Rule 144 where there is available adequate current public information with respect to the issuer of the securities in accordance with Rule 144(c)(1), except for sales by non-affiliates that have owned our shares for at least one year, who may sell shares after one year without regard to current information. Rule 144(c)(1) deems such information to be available if either the issuer has securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, or has been subject to the reporting requirements of Section 13 of that Act for a period of at least 90 days immediately preceding the sale of the securities and has filed all the reports required to be filed thereunder during the 12 months preceding such sale (or for such shorter period that the issuer was required to file such reports).

When the shares become eligible to be sold pursuant to Rule 144 and if we are able to obtain approval for our shares to be quoted on the OTC Bulletin Board, then sales of large amounts of shares that may be sold in the future could have a significant depressive effect on the market value of our shares. This would therefore reduce new investors' ability to sell their shares into the market and negatively impact their ability to receive either a return on their investment or the amount invested.

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DESCRIPTION OF OUR BUSINESS

Corporate History

We were incorporated in November 2010 for the purpose of commencing a licensing business. Each of our officers and directors has many years of experience in this area. In November 2010 we amended our Article of Incorporation to amend our authorized capital from a non-stock corporation to its present authorized capital of 200,000,000 shares of common stock, $.0001 par value and 10,000,000 shares of preferred stock, $.0001 par value. In January 2011 we again amended our Article of Incorporation to change our corporate name from Ruby Worldwide, Ltd. to Excel Corporation.

Business Summary

Our address is 1384 Broadway, 17th Floor, New York, New York 10018 and our telephone number is 212-391-4600.

Principal Services

We are a United States based licensing, merchandising and distribution company focused on bringing national and international brands to the retail marketplace through licenses that we grant to manufacturers, distributors and/or retailers. We intend to either acquire these brands or license them from brand owners and then license those brands to third party licensees. Our business strategy is to select the appropriate branded products for the United States and international markets and leverage the senior relationships of our management team and that of our licensees to facilitate sales of branded products.

If we license a brand from a brand owner, we expect that such a license will typically require us to pay royalties based upon net sales with guaranteed minimum royalties in the event that net sales do not reach specified targets, although we may acquire or license some brands on a royalty-free basis, with partial ownership or  economic interest being retained by the owner, as in the case of the V7 license that is described below. Licenses for brands also typically require a licensee to pay to the brand owner certain minimum amounts for the advertising and marketing of the respective license brand. We intend to seek royalties from our licensees for brands that we own or for those which we license from others, together with minimum royalties and advertising and marketing fees so as to offset any expenses we incur either as a brand owner or as a brand licensee.

We intend to license brands to domestic and/or international partners that have the demonstrated ability to produce quality products that been successfully marketed and sold domestically and/or internationally in a broad range of products categories.  Our objective is to develop a diversified portfolio of iconic consumer brands by organically growing a portfolio, licensing new brands and entering into joint ventures or other partnerships with the goal of leveraging the experience of our brand management and existing infrastructure.

Development and licensing of a brand for a newly organized company is typically a difficult and time consuming process, as a start-up business usually has limited business contacts and little credibility in the marketplace. While we are of the belief that the significant licensing experience of our officers, especially Ruben Azrak, will help us locate, develop and license our brands, we still expect to encounter difficulties due to our recent organization, limited staff and limited capital resources. We expect to utilize a significant portion of our cash, including approximately $50,000 of the proceeds of this Offering, to develop and exploit one or more brands that we intend to license. We intend to evaluate the cost to develop a brand, the target market, competition in the particular market, brand extension potential and potential revenue and profit potential as part of our business decision

In June 2011, we organized a New York Limited Liability Company under the name “V7 LLC” together with Michael Vick, an NFL football player that is the current quarterback of the Philadelphia Eagles and his partner Brian Sher. V7 LLC holds a 25 year, exclusive, worldwide, royalty-free license from Michael Vick, to utilize and commercially exploit the name and mark “V7”. We own 30% of V7 LLC, for which we paid $300, and act as its manager. Michael Vick and Brian Sher own 56% and 14% of V7 LLC, for which they paid $560 and $140, respectively. Michael Vick has filed “Intent to Use” applications for the V7 mark in the US Trademark Office in International Classes 3, 18, and 25, which are for cosmetics and cleaning preparations, leather goods and clothing, footwear and headgear, respectively, We have the right to utilize the V7 mark in all of such classes, with the exception that the license agreement excludes shoes, unless Michael Vick in his sole discretion elects to expand the license to include shoes. There can be no assurance that a registered trademark will issue in any of such classed for the V7 mark. If the Trademark Office denies registration of the V7 mark in any or all of such classes, it would adversely affect the value of the license granted to V7 LLC.

The V7 license agreement and be terminated (a) by mutual agreement of the parties; (b) if V7 LLC files for bankruptcy; or (c) if V7 ceases operations or fails to commercially exploit the license for a period of more than ninety (90) days in any product category, the license can be terminated with respect to that category. V7 has agreed to use commercially reasonable efforts to exploit the license and it has the right to sublicense the V7 mark. We expect to begin development of the V7 brand in the third or fourth quarter of 2011, although we cannot be sure that our estimated timeline is accurate. As of the date of this Prospectus, we have not decided which categories we will attempt to exploit under V7 brand. It is possible that development of our first brand will be delayed into 2012 or that we may not be successful developing V7 or any other brands.

Target Market

The Company is a licensing company focused on bringing national and international brands to the mass marketplace by licensing our brands to manufacturers, distributors and retailers. Our goal is to collaborate with our business partners to market and sell branded goods to all ages in wholesale, retail and on-line channels.

The target market for our portfolio of licensed brands will consist primarily of young lifestyle customers who are physically active and participate in more than one sporting activityor have aspirations to appear physically active. These are consumers that are both brand and quality conscious.

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Through different licensed brands, the Company intends to target consumers who want to be ahead of the latest styles and trends as well as consumers that connect with the heritage and tradition of an age-old brand and value its authenticity. In all cases, we will be targeting consumers that look for top performance, high quality and comfortable products that are affordably priced.

Sales Cycle

Many product lines are seasonal in nature. While we have not identified any specific brand or items for sale as of the date of this Prospectus, it can be assumed that any sales bearing our brands will vary as a result of seasons, holidays, weather, and the timing of product shipments. Accordingly, a portion of our revenue from our licenses will likely be subject to seasonal fluctuations. The results of operations in any quarter therefore may not necessarily be indicative of the results that may be achieved for a full fiscal year or any future quarter.

Product Selection

We intend to primarily license products designed and developed by our license partners. However, we anticipate that from a selection offered by our partners, our senior executives will be instrumental in creating a focused product program to be shown to U.S. and International customers. We also anticipate that our license partners will source the products, primarily from non-U.S. and non- European sources, and will negotiate manufacturing and quality control standards for the products.

We do not own or operate any manufacturing facilities. We expect that our products will be distributed through the following distribution channels:

· With licensor approval, mass merchants;

· Department stores;

· Sporting goods chains;

· Specialty stores;

· Chain stores;

· Internet merchants;

· With licensor approval, discount stores; and

· Other media oriented retailers.

Industry Regulations/Standards

We are subject, both directly and indirectly, to various laws and regulations relating to our business.  See “Risk Factors — We are subject to local laws and regulations in the U.S. If any of the laws are amended, compliance could become more expensive and directly affect our income.” We intend to comply with such laws, but new restrictions may arise that could materially adversely affect our Company.

Research and Development

We do not currently have a budget specifically allocated for research and development purposes.

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Competition

Royalties paid to us under our licensing agreements will generally be based on a percentage of our licensee's net sales of licensed products. The sale of branded goods is subject to extensive competition by numerous domestic and foreign companies. Factors which shape the competitive environment include quality of construction and design, brand name, style and color selection, price and the ability to respond quickly to the retailer on a national basis. In recognition of the increasing trend towards consolidation of retailers and greater emphasis by retailers on the manufacture of private label merchandise, in the United States our business plan will focus on creating strategic alliances with major retailers for their sale of products bearing our brands through the licensing of our trademarks directly to manufacturers, distributors and retailers. Therefore, our degree of success is dependent on the strength of our brands, consumer acceptance of and desire for our brands, our licensees' ability to design, manufacture and sell products bearing our brands and to respond to ever-changing consumer demands, and any significant failure by our licensees to do so could have a material adverse effect on our business prospects, financial condition, results of operations and liquidity. We cannot control the level of resources that our licensees commit to supporting our brands, and our licensees may choose to support other brands to the detriment of ours.

There are numerous risk factors that apply to the businesses of retailers that can affect their level of sales of products that carry our brands. Any decline in sales by our licensees can adversely affect our revenues. Factors that may adversely affect retailers include the following: weather; changes in the availability or cost of capital; shifts in the seasonality of shopping patterns; labor strikes or other work interruptions including work interruptions that impact supply chains and transport vendors; the impact of excess retail capacity; changes in the cost of accepting various payment methods and changes in the rate of utilization of these payment methods; material acquisitions or dispositions; investments in new business strategies; the success or failure of significant new business ventures or technologies; actions taken or omitted to be taken by legislative, regulatory, judicial and other governmental authorities and officials; and natural disasters, the outbreak of war, acts of terrorism or other significant national or international events.

The risks associated with our business are likely to be more acute during periods of economic slowdown or recession. In addition to other consequences, these periods may be accompanied by decreased consumer spending generally, as well as decreased demand for, or additional downward pricing pressure on, the products carrying our brands. Accordingly, any prolonged economic slowdown or a lengthy or severe recession with respect to either the U.S. or the global economy is likely to have a material adverse effect on our results of operations, financial condition and business prospects. As a result, given the deteriorating position of the U.S. and global economy, as well as the decreased purchasing power of consumers, we expect that our business will continue to suffer for so long as, and to the extent that, such adverse economic conditions exist.

In addition, other companies owning established trademarks could also enter into similar arrangements with retailers.

Our current and potential competitors may have significantly more financial, technical, marketing and other resources than we do and may be able to devote greater resources to the development, promotion, sale and support of their products. Our current and potential competitors may have more extensive customer bases and broader customer relationships than we have.

We cannot assure you that we will be able to respond quickly, cost-effectively or sufficiently to market conditions.  Our business, financial condition and operating results may be adversely affected if we are unable to anticipate or respond quickly and economically to any developments.

Our ability to compete will also depend on the strength of our brands, our ability to attract and retain key talent and other personnel, the efficiency of development and marketing. All these activities require significant financial resources.  We may not be able to sustain competition.  Our inability to compete effectively would have an adverse impact on our business.

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Intellectual Property

We do not own any patents, trademarks, licenses, franchises or concessions as of the date of this Prospectus.

Employees

We have no full-time employees. Each of our three officers is employed in other businesses, many of which may be deemed competitive with our business. We may hire some full time employees once we acquire or develop brands to license.

We believe that our future success will depend in part on our continued ability to attract, hire or acquire and retain qualified independent contractors. There can be no assurance that we will be able to attract and retain such individuals or companies.

Properties

We have our corporate headquarters in New York, New York at the offices of our Chairman and CEO, Ruben Azrak. We do not pay any rent as of the date of this Prospectus, but may take separate facilities or begin paying rent to Mr. Azrak in the future. There can be no assurance that any rent we pay in the future will be on commercially acceptable terms or will be fair to the Company.

Material agreements

Our only material agreements as of the date of this Prospectus are the V7 LLC Operating Agreement and License Agreement.

Legal proceedings

We may from time to time be involved in routine legal matters incidental to our business; however, at this point in time we are currently not involved in any litigation, nor are we aware of any threatened or impending litigation. However, our business involves substantial risks of liability, including possible exposure to liability under federal, state and international laws.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The names, ages and positions of our officers and directors are set forth below:

Name	Age	Title	Held Position Since
Ruben Azrak	59	Chairman of the Board, Chief Executive Officer, Principal Accounting Officer, Secretary	November 2010
Charles Azrak	24	Vice-President, Secretary and Director	November 2010
Victor Azrak	29	Vice President and Director	November 2010

The term of office of each director of the Company ends at the next annual meeting of the Company's stockholders or when such director's successor is elected and qualifies. No date for the next annual meeting of stockholders is specified in the Company's bylaws or has been fixed by the Board of Directors. The term of office of each officer of the Company ends at the next annual meeting of the Company's Board of Directors, expected to take place immediately after the next annual meeting of stockholders, or when such officer's successor is elected and qualifies.

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BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS

The board of directors believes that each of the directors set forth above has the necessary qualifications to be a member of the board of directors. Each of the directors has exhibited during his prior service as a director the ability to operate cohesively with the other members of the board of directors. Moreover, the board of directors believes that each director brings a strong background and skill set to the board of directors, giving the board of directors as a whole competence and experience in diverse areas, including corporate governance and board service, finance, management and industry experience. The following information sets forth the backgrounds and business experience of the directors and executive officers.

Ruben Azrak, Chairman, CEO and Director. Ruben Azrak, beginning in 1998, along with Russell Simmons, developed Phat Farm Licensing. Phat Farm Licensing was sold in 2004. In 1996 he started Check Group LLC, a company engaged in the apparel business. Mr. Azrak subsequently sold his entire interest in Check Group to a partner. Mr. Azrak is Chairman and a Director of RVC Enterprises, which was formed with his two sons, Victor and Charles. RVC now licenses DEREON, the junior sportswear line of the singer-actress Beyonce and ROCAWEAR, the ladies sportswear line from the entertainer-entrepreneur Jay-Z. In addition, RVC owns the license for ELLEN TRACY sportswear and BEVERLY HILLS POLO CLUB. Mr. Azrak is also President and the sole director of Lifeguard Licensing and Lucky Star licensing. Our Board is of the opinion that Ruben Azrak’s prior experience in licensing with both Phat Farm Licensing and RVC qualify him to serve as a member of our Board of Directors. Mr. Azrak is active in the real estate business as both an investor and owner of a number of commercial buildings throughout the NY City area.

Charles Azrak, Vice-President, Secretary and Director. Charles Azrak has been involved in all phases of RVC's operations since 2006; specifically, Finance, Sourcing of Product and Production. Charles Azrak is Vice President, Secretary and a director of RVC. Our Board is of the opinion that Charles Azrak’s prior experience in licensing with RVC qualify him to serve as a member of our Board of Directors. Charles Azrak is the son of Ruben Azrak and the brother of Victor Azrak.

Victor Azrak, Vice-President and Director. Victor Azrak managed Apple Bottoms, a women's clothing line in 2005. He oversaw product development, sales and designat Apple Bottoms and has continued in that capacity at RVC, since 2006. Victor Azrak is President and a Director of RVC. Our Board is of the opinion that Victor Azrak’s prior experience in licensing with RVC qualify him to serve as a member of our Board of Directors. Victor Azrak is the son of Ruben Azrak and the brother of Charles Azrak.

Director Compensation

Directors are entitled to reimbursement for expenses in attending meetings but receive no other compensation for services as directors. Directors who are employees may receive compensation for services other than as director. No compensation has been paid to directors for services. There are no formal or informal arrangements or agreements to compensate directors for services provided as a director.

Director Independence

Our board of directors currently consists of 3 directors. Our board of directors has undertaken a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. We believe that none of our board members are independent directors in that they are all significant shareholders and are all members of the Azrak family. Charles and Victor Azrak are brothers and are the sons of Ruben Azrak.

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Committees of the Board of Directors

The Board of Directors has no nominating, auditing or compensation committees or any committee performing a similar function. The functions of those committees are being undertaken by the entire board as a whole. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

Code of Ethics

In connection with the consummation of this offering, we have adopted a written code of business conduct and ethics, to be known as our code of conduct, which will apply to our chief executive officer, our chief financial officer, our chief accounting officer and all persons providing similar functions.

A code of ethics is a written standard designed to deter wrongdoing and to promote:

· honest and ethical conduct,

· full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements,

· compliance with applicable laws, rules and regulations,

· the prompt reporting violation of the code, and

· accountability for adherence to the code.

A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as an exhibit to our Registration Statement on Form S-1, of which this Prospectus forms a part. Any person desiring a copy of the Code of Business Conduct and Ethics, can obtain one by going to www.sec.gov and looking at the Exhibits to our Form S-1.

Term of office

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified. Officers hold their positions at the will of the Board of Directors.

No legal proceedings

During the past ten years, none of our directors have been subject of the following events:

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2. Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3. The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

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i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii) Engaging in any type of business practice; or

iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4. The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5. Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6. Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i)      Any Federal or State securities or commodities law or regulation; or

ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

CONFLICTS OF INTEREST

Our directors and officers are and may become, in their individual capacity, officers, directors, controlling shareholders and/or partners of other entities engaged in a variety of businesses.  There exist potential conflicts of interest including allocation of time between us and their other business activities.

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There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of our affairs.

No proceeds from this offering will be loaned to any present shareholder, officer, director or promoter. We also will not use proceeds of this offering purchase the assets of any company, which is beneficially owned by any of our current or future officers, directors, promoters or affiliates.

RELATED PARTY TRANSACTIONS

The following sets forth certain transactions involving us and our directors, executive officers and affiliates.

Other than the arrangements described under “Executive Compensation,” and “Material Agreements” there has not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeded or will exceed $120,000 and in which any related person had or will have a direct or indirect material interest.

We do not have a formal written policy for review and approval of transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K. Following the consummation of this offering, we expect that our board members will be responsible for review, approval and ratification of “related-person transactions” between us and any related person. Under SEC rules, a related person is an officer, director, nominee for director or beneficial holder of more than 5.0% of any class of our voting securities since the beginning of the last fiscal year or an immediate family member of any of the foregoing.

EXECUTIVE COMPENSATION

Introduction

We expect our current officers to manage our business during 2011 without the need for any additional executive officers. We do not intend to compensate any of our officers during 2011 and will reevaluate our compensation policy in 2012.

Summary Compensation Table

None of our officers, directors or employees has received compensation from us since we were organized and we don’t expect to pay any compensation to any officer or director in 2011. We have no employment agreement with any officer, director or employee.

Pension, retirement or similar benefit plans

There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

Stock Option Grants

We did not grant any stock options to anyone during the most recent fiscal period ended December 31, 2010 or as of the date of this Prospectus.

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Outstanding Equity Awards at December 31, 2010

There were no outstanding equity awards at December 31, 2010 or at the date of this Prospectus.

INDEMNIFICATION

Pursuant to the By-Laws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Delaware.

 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

At present, there is no litigation or proceeding involving a director or officer of ours as to which indemnification is being sought, nor are we aware of any threatened litigation that may result in claims for indemnification by any officer or director.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the securities was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Legal

Meister Seelig & Fein LLP has acted as counsel for us in this offering and has provided an opinion on the validity of our common stock. Mitchell Lampert, a partner of Meister Seelig & Fein LLP, purchased 50,000 shares of our common stock for $100 in December 2010.

35

Accounting

The financial statements included in this Prospectus and in the Registration Statement have been audited by Connolly, Grady & Cha, PC to the extent and for the period set forth in their report appearing elsewhere herein and in the Registration Statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Cautionary statement

The following discussion and analysis should be read in conjunction with the financial statements as restated included with this Form S-1. The results shown herein are not necessarily indicative of the results to be expected for any future periods.

This discussion contains forward-looking statements, based on current expectations with respect to future events and financial performance and operating results, which statements are subject to risks and uncertainties, including but not limited to those discussed below and elsewhere in this Prospectus that could cause actual results to differ from the results contemplated by these forward looking statements. We urge you to carefully consider the information set forth in this Prospectus under the heading “Special Note Regarding Forward Looking Statements” and “Risk Factors”.

The following discussion and analysis should be read in conjunction with the Company’s financial statements and the notes associated with them contained elsewhere in this Prospectus. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of management of the Company.

Plan of Operations

The Company has been in a developmental phase since inception and had no revenues from operations for the period from inception, November 13, 2010 through March 31, 2011.

Losses for the period ended December 31, 2010 were $750. Paid In Capital for the period ended December 31, 2010 was $38,573. Losses for the period ended March 31, 2011 were $1,400. Paid In Capital for the period ended March 31, 2011 was $221,245.

To satisfy its anticipated cash requirements for fiscal 2011, the Company will need to raise additional financing unless the Company is able to obtain sufficient cash from operations. At this time, however, the Company does not anticipate generating sufficient cash from operations by the end of the 2011 fiscal year to fund its ongoing business.

Operating Expenses

The Company will incur operating expenses, consisting of expenses for marketing expenses (such as product samples, printing and postage expenses), travel expenses, and professional fees in the fiscal year ending December 31, 2011. The Company believes that its primary cash requirements for the next 12 months will be in the area of marketing expenses, operations and infrastructure investment. The Company anticipates that sales and marketing expenses will total approximately $100,000 in the 12 months ending December 31, 2011. The Company expects that the funding for these payments will come from operations.

36

The Company does not anticipate any significant research and development expenses during the 12 months ending December 31, 2011. Likewise, the Company does not anticipate an increase in the number of employees unless an increase in the Company’s operations requires additional employees.

Liquidity and Capital Resources

At March 31, 2011 and December 31, 2010, we had $222,044 and $40,722 in cash, respectively and a working capital amount of $222,044 and $40,722, respectively. The accompanying financial statements indicate that the Company had at March 31, 2011 $222,044 and at December 31, 2010 $40,722 in liquidity. As a publicly traded company subject to ongoing requirements with the Securities and Exchange Commission (SEC), the Company will continue to incur significant expenses to maintain current reporting status with the SEC. Audit and professional fees will increase as a result of these requirements and the increases will impact the profitability of the company in future periods. Our capital requirements will be significant. We need substantial capital to acquire, develop and license brands.

The adequacy of available funds and our future capital requirements will depend on many factors, including the number of acquisitions of license brands we acquire. Although we can make no assurance, we believe that cash flows from operations together with the net proceeds from this offering and our available borrowings will be sufficient to fund our capital requirements through at least 2011. To fund future operations, we will need to raise additional capital through public or private equity or debt financing to continue our growth. The sale of additional equity or debt securities could result in additional dilution to our shareholders. We cannot predict whether additional capital will be available on favorable terms, if at all.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that are reasonably likely to have current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the Notes to the Financial Statements. We have consistently applied these policies in all material respects. We do not believe that our operations to date have involved uncertainty of accounting treatment, subjective judgment, or estimates, to any significant degree.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None

37

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1, of which this prospectus is a part, with the U.S. Securities and Exchange Commission. Upon completion of the registration and the filing and notification of effectiveness of our registration statement, we will be subject to the reporting requirements of Section 13(a) of the Exchange Act and, in accordance therewith, will file all requisite reports, such as Forms 10-K, 10-Q and 8-K with the Commission.  Such reports, this registration statement and other information, may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street NE, Washington, D.C. 20549. Copies of all materials may be obtained from the Public Reference Section of the Commission’s Washington, D.C. office at prescribed rates. You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission also maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission at http://www.sec.gov.

38

Index to Financial Statements of

Excel Corporation

A Development Stage Company

Contents

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet as of March 31, 2011 (unaudited) and December 31, 2010	F-3
Statements of Operations for the Three Months Ended March 31, 2011 (unaudited), From Inception on November 13, 2010 to December 31, 2010 and From Inception on November 13, 2010 through March 31, 2011 (unaudited)	F-4
Statements of Stockholders’ Equity for the Three Months Ended March 31, 2011 (unaudited), From Inception on November 13, 2010 to December 31, 2010 and From Inception on November 13, 2010 through March 31, 2011 (unaudited)	F-5
Statements of Cash Flows for the Three Months Ended March 31, 2011 (unaudited), From Inception on November 13, 2010 to December 31, 2010 and From Inception on November 13, 2010 through March 31, 2011 (unaudited)	F-6
Notes to Financial Statements	F-7

F-1

CONNOLLY, GRADY & CHA, P.C.

CERTIFIED PUBLIC ACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Excel Corporation

1384 Broadway

17th Floor

New York, New York 10018

We have audited the accompanying balance sheets of Excel Corporation (a Delaware corporation) (A Development Stage Company) as of December 31, 2010, and the related statements of operations, stockholders’ equity and cash flows for the period November 13, 2010 (date of inception) to December 31, 2010. Excel Corporation’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Excel Corporation as of December 31, 2010, and the results of its operations and its cash flows for the period from November 13, 2010 (date of inception) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

/s/ Connolly, Grady & Cha, P.C.

Certified Public Accountants

Philadelphia, Pennsylvania

March 29, 2011

F-2

Excel Corporation

(A Development Stage Company)

Balance Sheet

	March 31,			December 31,
	2011			2010
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	222,044		$	40,722
Total assets		222,044			40,722
LIABILITIES AND STOCKHOLDERS’ EQUITY
STOCKHOLDERS’ EQUITY
Preferred stock, $.0001 par value, 10,000,000 shares authorized, none issued and outstanding
Common stock, $.0001 par value, 200,000,000 shares authorized 29,486,000 issued and outstanding at March 31, 2011 and 28,986,000 issued and outstanding at December 31, 2010		2,949			2,899
Additional paid-in capital		221,245			38,573
Deficit accumulated during the development stage		(2,150	)		(750	)
Total stockholders’ equity		222,044			40,722
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	222,044		$	40,722

See notes to financial statements.

F-3

Excel Corporation

(A Development Stage Company)

Statement of Operations

				From Inception			From Inception
	For the Three			on November 13,			on November 13,
	Months Ended			2010 to December			2010 Through
	March 31, 2011			31, 2010			March 31, 2011
	(Unaudited)						(Unaudited)
Revenue – net	$			$			$
Cost of sales
Gross profit
Expenses
Filing fees		1,400			750			2,150
Total expenses		1,400			750			2,150
Net loss before income taxes		(1,400	)		(750	)		(2,150	)
Income Taxes
Current		-0-			-0-			-0-
Deferred		-0-			-0-			-0-
Total income taxes		-0-			-0-			-0-
Net (Loss)	$	( 1,400	)	$	( 750	)	$	( 2,150	)
(Loss) per common share	$	.00005		$	.00003		$	.00007

See notes to financial statements.

F-4

Excel Corporation

(A Development Stage Company)

Statement of Stockholders’ Equity

From November 13, 2010 (Date of Inception) to March 31, 2011

										Deficit
										Accumulated
							Additional			During the
	Preferred Stock		Common Stock				Paid-In			Development
	Shares	Amount	Shares		Amount		Capital			Stage
Balance, November 13, 2010		$			$		$			$
Issuance of common stock for cash at $.002 per share				28,986,000		2,899		55,073
Stock offering costs								(16,500	)
Net loss from inception on November 13, 2010 to December 31, 2010											(750	)
Balance, December 31, 2010				28,986,000		2,899		38,573			(750	)
Issuance of common stock for cash at $.002 per share (unaudited)				500,000		50		199,950
Stock offering costs (unaudited)								(17,278)
Net loss for the three months ended March 31, 2011 (unaudited)											(1,400	)
Balance, March 31, 2011 (unaudited)		$		29,486,000	$	2,949	$	221,245		$	( 2,150	)

See notes to financial statements.

F-5

Excel Corporation

(A Development Stage Company)

Statement of Cash Flows

Increase (Decrease) in Cash and Cash Equivalents

				From Inception			From Inception
	For the Three			on November 13,			on November 13,
	Months Ended			2010 to December			2010 Through
	March 31, 2011			31, 2010			March 31, 2011
	(Unaudited)						(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(1,400	)	$	(750	)	$	(2,150	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities
Net cash used in operating activities		(1,400	)		(750	)		(2,150	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock		182,722			41,472			224,194
Net cash provided by financing activities		182,722			41,472			224,194
NET INCREASE IN CASH		181,322			40,722			222,044
Cash and cash equivalents, beginning of period		40,722			-0-			-0-
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	222,044		$	40,722		$	222,044
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest	$	-0-		$	-0-		$	-0-
Cash paid during the period for taxes	$	-0-		$	-0-		$	-0-
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
For the period	NONE			NONE			NONE

See notes to the financial statements.

F-6

Excel Corporation

(A Development Stage Company)

Notes to Financial Statements

March 31, 2011 (Unaudited) and

December 31, 2010

1.  ORGANIZATION AND OPERATIONS

Excel Corporation (the “Company”) was organized November 13, 2010 as a Delaware corporation.

Currently, the Company is considered a development stage company as defined by FASB ASC 915-205-45-6.  The Company intends to acquire, develop and license brands in a broad range of product categories.  The Company also intends to acquire, develop and license select brands where the brand name can be leveraged into new categories.  The Company’s objective is to develop a diversified portfolio of iconic consumer brands by issuing licenses and then organically growing the existing portfolio, licensing new brands and entering into joint ventures or other partnerships with the goal of leveraging the experience of management in the license of branded merchandise.

Based upon the experience of our management, we expect that our licenses will typically require our licensees to pay us royalties based upon net sales with guaranteed minimum royalties in the event that net sales do not reach specified targets.  We further expect that any licenses we issue will require licensees to pay us certain minimum amounts for the advertising and marketing of the respective license brands.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Date of Management’s Review of Subsequent Events

Subsequent events were considered through April 26, 2011 (unaudited) and March 31, 2011 which is the date the financial statements were available to be issued.

Accounting Method

The Company’s financial statements are prepared on the accrual method of accounting.

Revenue Recognition

The Company’s revenue consists of fees from licenses issued.  Revenues include royalties and brand fund contributions which are based on a percent of sales and an initial license fee.  Royalties, license fees and brand fund contributions are recognized in the period earned.

F-7

Excel Corporation

(A Development Stage Company)

Notes to Financial Statements

March 31, 2011 (Unaudited) and

December 31, 2010

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash and Cash Equivalents

For purposes of reporting the statement of cash flows, the Company includes all cash accounts, which are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less as cash and cash equivalents.  The carrying amount of financial instruments included in cash and cash equivalents approximates fair value because of the short maturities for the instruments held.

Loss Per Share

Basic net loss per share is computed by dividing net loss available for common stock by the weighted average number of common shares outstanding during the period.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

3.  RECENT ACCOUNTING PRONOUNCEMENTS

In January 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-06, Fair Value Measurements and Disclosures (“ASU 2010-06”).  ASU 2010-06 provides amendments that clarify existing disclosures and require new disclosures related to fair value measurements, providing greater disaggregated information on each class of assets and liabilities and more robust disclosures on transfers between levels 1 and 2, and activity in level 3 fair value measurements.  The Company adopted the applicable provisions within ASU 2010-06 effective January 1, 2010.  See Note 4 to the Financial Statements for further details.  The Company is currently evaluating the impact of adopting the level 3 disclosures of ASU 2010-06 that are effective for the fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years.

In February 2010, the FASB issued ASU No. 2010-09, Subsequent Events (“ASU 2010-09”).  ASU 2010-09 removes the requirement for an SEC filer to disclose a date in both the issued and revised financial statements for which the Company evaluated events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  ASU 2010-09 was effective as of February 2010.

F-8

Excel Corporation

(A Development Stage Company)

Notes to Financial Statements

March 31, 2011 (Unaudited) and

December 31, 2010

3.  RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

In April 2010, the FASB issued ASU No. 2010-17, Revenue Recognition – Milestone Method (“ASU 2010-17”).  ASU 2010-17 establishes criteria for a milestone to be considered substantive and allows recognition when the milestone is achieved in research or development arrangements.  In addition, it requires disclosure of certain information with respect to arrangements that contain milestones.  ASU 2010-17 is effective for the Company prospectively beginning January 1, 2011.  The Company has evaluated ASU 2010-17 and does not expect its adoption will have a significant impact on the Company’s results of operations, financial position or cash flows.

In December 2010, the FASB issued ASU No. 2010-29, Business Combinations (“ASU 2010-29”).  ASU 2010-29 addresses diversity in practice about the interpretation of the pro forma disclosure requirement for business combinations.  ASU 2010-29 requires disclosure of pro forma revenue and earnings for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period for both the current and any comparable periods reported.  The Company is currently evaluating the impact of adopting the disclosure requirements of ASU 2010-29 that are effective for fiscal years beginning after December 15, 2010.

4.  FAIR VALUE MEASUREMENT

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company utilizes a valuation hierarchy for disclosure of the inputs to the valuations used to measure fair value.  This hierarchy prioritizes the inputs into three broad levels as follows.  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.  Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.  Level 3 inputs are unobservable inputs based on the company’s own assumptions used to measure assets and liabilities at fair value.  A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

At March 31, 2011 (unaudited) and December 31, 2010, $222,044 and $40,722, respectively, of the Company’s cash and cash equivalents are valued as level 1 investments.

F-9

Excel Corporation

(A Development Stage Company)

Notes to Financial Statements

March 31, 2011 (Unaudited) and

December 31, 2010

5.  INCOME TAXES

The Company accounts for income taxes in accordance with FASB Accounting Standards Codification Topic 740 which requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards.

6.  STOCKHOLDERS' EQUITY

At March 31, 2011 (unaudited) and December 31, 2010, the Company had 200,000,000 shares of common stock authorized par value $.0001 and 10,000,000 shares of preferred stock authorized par value $.0001.

7.  STOCK OPTIONS

Under the Company's stock option plan, the Company may grant incentive and non statutory options to employees, non employee members of the Board and consultants and other independent advisors who provide services to the Corporation.  The maximum shares of common stock which may be issued over the term of the plan shall not exceed 4,000,000 shares. Awards under this plan are made by the Board of Directors or a committee of the Board. Options under the plan are to be issued at the market price of the stock on the day of the grant except to those issued to 10% or more stockholders which shall be issued at 110% of the fair market value on the day of the grant. Each option exercisable at such time or times, during such period and for such numbers of shares shall be determined by the Plan Administrator. However, no option shall have a term in excess of 10 years from the date of the grant. As of March 31, 2011, no options have been issued.

8.  LOSS PER SHARE

Loss per share is based on the weighted average number of common shares. Dilutive loss per share was not presented, as the Company as of March 31, 2011 (unaudited) and December 31, 2010 issued no options and no warrants which would have had an antidilutive effect on earnings.

F-10

Excel Corporation

(A Development Stage Company)

Notes to Financial Statements

March 31, 2011

8.  LOSS PER SHARE (Continued)

				From Inception			From Inception
	For the Three			on November 13,			on November 13,
	Months Ended			2010 to December			2010 Through
	March 31, 2011			31, 2010			March 31, 2011
	(Unaudited)						(Unaudited)
Loss from continuing operations available to common stockholders		(1,400	)		(750	)		(2,150	)
Weighted average number of common shares outstanding used in earnings per share during the period		29,486,000			28,986,000			29,486,000
Loss per common share		(.00005	)		(.00003	)		(.00007	)

F-11

Prospectus

Excel Corporation

Until_______________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

39

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

 Item 13.  Other Expenses of Issuance and Distribution

The following table sets forth all estimated costs and expenses, other than underwriting discounts, commissions and expense allowances, payable by the issuer in connection with the maximum offering for the securities included in this registration statement:

Expenses	Amount
Legal Fees	$	50,000.00
Accounting and Audit Fees	$	9,000.00
EDGAR Filing Fees	$	4,000.00
Blue Sky Qualifications	$	7,000.00
Printing	$	4,000
Total*	$	74,000

All amounts are estimates. None of the proceeds from the offering will be needed or used to pay for any of the offering expenses.

Item 14.  Indemnification of Directors and Officers.

 Our Bylaws provide for the indemnification of a present or former director or officer. We indemnify any director, officer, employee or agent who is successful on the merits or otherwise in defense on any action or suit. Such indemnification shall include, but not necessarily be limited to, expenses, including attorney’s fees actually or reasonably incurred by him. Delaware law also provides for discretionary indemnification for each person who serves as or at our request as an officer or director. We may indemnify such individual against all costs, expenses, and liabilities incurred in a threatened, pending or completed action, suit, or proceeding brought because such individual is a director or officer. Such individual must have conducted himself in good faith and reasonably believed that his conduct was in, or not opposed to, our best interests. In a criminal action, he/he must not have had a reasonable cause to believe his conduct was unlawful.

We have agreed to the fullest extent permitted by applicable law, to indemnify all our officers and directors. We believe that our bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

At present, there is no litigation or proceeding involving a director or officer of ours as to which indemnification is being sought, nor are we aware of any threatened litigation that may result in claims for indemnification by any officer or director.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of ours, we have been advised that in the opinion of the Securities and Exchange Commission that the indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

40

Item 15.  Recent Sales of Unregistered Securities.

In the three years preceding the filing of this registration statement, we issued a total of 29,486,000 shares of our common stock pursuant to exemptions from registration under Section 4(2) and/or Rule 506 of Securities Act. Of such amount, 28,986,000 shares were issued under Section 4(2) at $.002 per share, for aggregate consideration of $57,972 and 500,000 shares were issued at a price of $.40 per share for aggregate consideration of $200,000. No commissions or other fees were paid in connections with the sales of such shares. The issuance of the 29,486,000 shares was not a “public offering” as defined in Section 4(2) due to the manner of the offering and number of shares offered. In addition, the shareholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

The following sets forth the identity of the class of persons to whom we sold these shares and the amount of shares for each shareholder:

Name of Subscriber	Amount of Shares
Ruben Azrak		3,104,600
Charles Azrak		3,104,600
Victor Azrak		3,104,600
Sarah Azrak		3,104,600
Azrak Family 2010 Irrevocable Trust		6,902,600
Joseph Azrak		2,800,000
Mark Salaman		1,807,000
Steven Salaman		1,000,000
Michael Salaman		500,000
Dennis Ringer		2,308,000
Gabriel Zeitouni		300,000
Stanley Merdinger		500,000
Sam Esses		300,000
Mitchell Lampert		50,000
Brad Rose		50,000
Stuart Brister		50,000
Jack Listanowsky		62,500
Samuel Fox, MD		57,500
Michelle Fiore		50,000
Hymie Anteby		25,000
Steven Russo		25,000
Jan Arnett		20,000
Alan Cohen		20,000
Jonathan Rahn		20,000
Marvin Azrak		20,000
Barbara Mishan		15,000
Mark Sand		15,000
Edward Shalam		15,000
Benun Family Holdings		12,500
Danks Family Trust, Est. 1/5/90, Donald Danks & Terri Danks Trustees		12,500
Solomon Dabah		12,500
Victor Dabah		12,500
Mark J. Lippman		10,000
David Haddad Family Trust		10,000
Lydia Haddad		10,000
Michael Haddad Family Trust		10,000
Lawrence J. Rubenstein and Camille S. Rubinstein JTWROS		10,000
Richard Adjmi		10,000
Benjamin Tebele		10,000
Neil Goodman		10,000
David Rahn		5,000
Broder Law Group, P.C.		5,000
Alan Shrem		5,000
Susan Lang		5,000
Robert Lang		5,000

41

Item 16. Exhibits Index.

The listed exhibits are filed with this Registration Statement:

SEC Reference Number	Title of Document
3.1	Certificate of Incorporation	Filed previously
3.2	Amended and Restated Certificate of Incorporation dated 11/30/2010	Filed previously
3.3	Certificate of Amendment of Certificate of Incorporation dated	Filed previously
3.4	1/19/2011	Filed previously
	Bylaws
5.1	Opinion of Meister Seelig& Fein LLP Regarding Legality	Filed previously
10.1	2010 Stock Incentive Plan	Filed previously
10.2	Escrow Agreement with Signature Bank	Filed previously
10.3	Subscription Agreement	Filed previously
10.4	V7 Operating Agreement	Filed herewith
10.5	V7 License Agreement with Michael Vick	Filed herewith
14.1	Code of Ethics	Filed previously
23.1	Consent of Connolly, Grady & Cha, PC	Filed herewith
23.2	Consent of Meister Seelig& Fein LLP	Filed herewith

All other Exhibits called for by Rule 601 of Regulation S-K are not applicable to this filing. Information pertaining to our common stock is contained in our Certificate of Incorporation and By-Laws.

Item 17. Undertakings.

The undersigned hereby undertakes:

(1)      to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to:

(i)      include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)     reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424 (b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)     include any additional or changed material information on the plan of distribution.

(2)      that for determining liability under the Securities Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

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(3)      to file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(4)      that for the purpose of determining liability of the undersigned registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5)      Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however,  that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on our behalf by the undersigned, in the City of New York, State of New York, on June 15, 2011.

	Excel Corporation
By:	/s/ Ruben Azrak
	Ruben Azrak
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the June 15, 2011.

Signature	Title
/s/Ruben Azrak	Chief Executive Officer, Chief Financial Officer,
Ruben Azrak	Treasurer, Secretary, Principal Executive Officer, Principal Financial and Accounting Officer
/s/Victor Azrak	Vice-President and Director
Victor Azrak
/s/ Charles Azrak	Vice President, Secretary and Director
Charles Azrak

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

EXHIBITS

TO

REGISTRATION STATEMENT

ON FORM S-1

UNDER

THE SECURITIES ACT OF 1933

EXCEL CORPORATION

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EX-10.4

[EXECUTION VERSION]

V7 LLC

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of May___, 2011

Table of Contents

		Page
SECTION 1.	Definitions	1
SECTION 2.	Formation, Purpose, Term	6
SECTION 3.	Members and Members’ Interests	7
SECTION 4.	Management of the Company	7
SECTION 5.	Accounting and Records	12
SECTION 6.	Capital Contributions	13
SECTION 7.	Distributions	14
SECTION 8.	Allocations	15
SECTION 9.	Deposit and Use of Company Funds	18
SECTION 10.	Transfer of Membership Interests; Withdrawal; Additional Members	18
SECTION 11.	Dissolution	22
SECTION 12.	Indemnification	24
SECTION 13.	Exculpation	26
SECTION 14.	Representations and Warranties	27
SECTION 15.	Miscellaneous	28

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DRAFT 5/24/2011

LIMITED LIABILITY COMPANY AGREEMENT

OF

V7 LLC

This Limited Liability Company Agreement (this “Agreement”) of V7 LLC, a New York limited liability company (the “Company”), dated as of the ____ day of May ___, 2011, is made and entered into by and among  Michael Vick an individual residing at  _________________________________ (“Vick”), Excel Corporation a Delaware corporation with offices at 1384 Broadway, 17th Floor, New York, New York 10018 (the “Excel”) and Brian Sher an individual residing at  ___________________________________________ (“Sher”) (each individually a “Member,” and, collectively, the “Members”).

In consideration of the mutual agreements made herein, the Members hereby agree to constitute a limited liability company pursuant to the Act as follows:

SECTION 1.Definitions.  As used in this Agreement, the following terms shall have the following meanings:

1.1         “Act” means the New York Limited Liability Company Law, as amended from time to time.

1.2         “Adjusted Capital Account” means, with respect to any Member, such Member’s Capital Account, increased for the amount such Member is deemed obligated to restore pursuant to (A) the penultimate sentences of Treasury Regulations Sections 1.704-2(g)(l) and 1.704-2(i)(5) and (B) Treasury Regulations Sections 1.704-1(b)(2)(ii) (c), as of the end of the Company’s Fiscal Year or other applicable period, and reduced for the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

1.3         “Affiliate” of any Person means any other Person that, directly or indirectly, controls or is controlled by that Person, or is under common control with that Person.  For purposes of this definition, the terms (including, with correlative meaning) “control,” “controlled by” and “under common control with,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

1.4         “Available Cash” means the cash of the Company available for distribution from any source, to the extent not reasonably required for current or anticipated future expenses, obligations or reserves, as determined by the Manager.

1.5         “Capital Account” has the meaning set forth in Section 6.2 hereof.

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1.6         “Capital Contribution” means, with respect to any Member, the money and the initial Gross Asset Value of any other property contributed by or on behalf of the Member to the Company pursuant to Section 6 hereof.

1.7         “Certificate” means the Articles of Organization of the Company filed with the New York Secretary of State, as the same may be amended from time to time in accordance with the Act.

1.8         “Code” means the Internal Revenue Code of 1986, as amended.

1.9         “Depreciation” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowed or allowable for federal income tax purposes with respect to an asset for such Fiscal Year or other period; provided, however, that, if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year or other period bears to such beginning adjusted tax basis; provided, further, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year or other period is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Members; and provided, further, that with respect to any asset to which the remedial allocation method is applicable pursuant to Section 8.4 hereof, Depreciation with respect to such asset shall be calculated in accordance with Treasury Regulations Section 1.704-3(d)(2).

1.10       “Economic Interest” means a Person’s share of the Net Profits and Net Losses of, and the right to receive distributions from, the Company.

1.11       “Economic Interest Holder” means any Person who holds an Economic Interest whether as a Member or an unadmitted assignee of a Member.

1.12       “Excel Group” means Excel and any Permitted Transferee of Excel.

1.13       “Fiscal Year” means the taxable year of the Company for federal income tax purposes.

1.14       “Gross Asset Value” means, with respect to any asset of the Company, such asset’s adjusted basis for federal income tax purposes, except as follows:

(i)           the initial Gross Asset Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset (computed without taking Section 7701(g) of the Code into account) without reduction for liabilities, as determined by the contributing Member and the Company;

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(ii)          if the Members reasonably determine that an adjustment is necessary or appropriate to reflect the relative economic interests of the Members, the Gross Asset Values of all Company assets shall be adjusted in accordance with Treasury Regulations Sections 1.704-1(b)(2)(iv)(f) and (g) to equal their respective gross fair market values, without reduction for liabilities, as reasonably determined by the Members, as of the following times:  (a) a Capital Contribution (other than a de minimis Capital Contribution) to the Company by a new or existing Member as consideration for an interest in the Company; (b) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration for the redemption of an interest in the Company;  (c) the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to, or for the benefit of, the Company, or (d) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

(iii)         the Gross Asset Value of any asset distributed to any Member shall be the gross fair market value of such asset (computed without taking Section 7701(g) of the Code into account) without reduction for liabilities, as reasonably determined by the Members as of the date of distribution; and

(iv)         the Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Sections 734(b) or 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this paragraph (iv) to the extent that the Members reasonably determine that an adjustment pursuant to paragraph (ii) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph (iv).

At all times, Gross Asset Values shall be adjusted by any Depreciation taken into account with respect to the Company’s assets for purposes of computing Net Profits and Net Losses.

1.15       “Involuntary Withdrawal” means, with respect to any Member, the occurrence of any of the following events:

(a)         the Member makes an assignment for the benefit of creditors;

(b)         the Member files a voluntary petition of bankruptcy;

(c)         the Member is adjudged bankrupt or insolvent or there is entered against the Member an order for relief in any bankruptcy or insolvency proceeding;

(d)         the Member files a petition seeking for the Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

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(e)         the Member seeks, consents to, or acquiesces in the appointment of a trustee for, receiver for, or liquidation of the Member or of all or any substantial part of the Member’s properties;

(f)          the Member files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Member in any proceeding described in subsections (a) through (e) above;

(g)         any proceeding against the Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, continues for one hundred twenty (120) days after the commencement thereof, or the appointment of a  trustee, receiver, or liquidator for the Member or all or any substantial part of the Member’s properties without the Member’s agreement or acquiescence, which appointment is not vacated or stayed for one hundred twenty (120) days or, if the appointment is stayed, for one hundred twenty (120) days after the expiration of the stay during which period the appointment is not vacated; or

(h)         if the Member is a partnership, the dissolution or liquidation of the partnership, the revocation of its charter, the winding up of its affairs, the end of its term.

(i)          Notwithstanding anything in this agreement to the contrary, the existence, continuation, or expansion of any bankruptcy or similar proceedings already ongoing at the time this Agreement is executed regarding Mr. Vick or shall not be considered an event of Involuntary Withdrawal.

1.16       “Licensee” is a person or an entity to which the Company grants Rights.

1.17       “License Agreements” means all agreements granting Rights to Licensees entered into by the Company.

1.18       “Licensing Revenue” means royalties, licensing fees, advances, minimum guarantees advertising participation and marketing funds, and all and any other amounts payable to the Company by Licensees under the License Agreements

1.19       “Mark” means  the trade name “V7” and all such other names, marks, trade names, trademarks, service names, service marks, logos, symbols, concepts, and properties, brands, and other distinctive identifications adopted by or associated with Vick as may be applied to any products encompassed by International Trademark Classes 3, 18 or 25, but excluding shoes or footwear until the parties shall further agree otherwise, and further including such other items or classes as the parties shall agree, as set forth and described in the attached Schedule A, which shall be amended from time to time .

1.20       “Master License” means the master license, by and between the Company and Vick in substantially the form annexed as Schedule B, pursuant to which the Company will have an exclusive, royalty-free, license and right to use the Mark in all product and service categories throughout the Territory for a term of 25 years.

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1.21       “Membership Interests” means a Member’s aggregate rights in the Company, expressed as a percentage, including without limitation, a Member’s right to a share of the profits and losses of the Company, the right to receive distributions from the Company and the right to vote, in each case to the extent provided for in this Agreement.  The initial Membership Interest of each Member is set forth on Exhibit A annexed.

1.22       “Minimum Gain” means the total gain which the Company would realize if it sold, in a taxable disposition, each of its assets that were subject to nonrecourse liabilities in full satisfaction of the liabilities.  In computing such gain, only the portion of the assets’ tax bases allocated to nonrecourse liabilities of the Company shall be taken into account.

1.23       “Net Profits” and “Net Losses”, respectively, shall mean for each Fiscal Year or other applicable period, the net taxable income or loss (i.e., the aggregate amount of all income and gain reduced by the aggregate amount of all loss and deduction) of the Company determined in accordance with GAAP, the method of accounting followed by the Company, for federal income tax purposes and determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss and deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss); provided, however, (i) any receipts of the Company that are exempt from federal income tax shall be added to such income or loss, (ii) any expenditures of the Company described in Code Section 705(a)(2)(B), or treated as so described pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i), shall be subtracted from such income or loss, (iii) in lieu of depreciation, amortization and other cost recovery deductions, there shall be taken in account Depreciation in computing such taxable income or loss, (iv) gain or loss resulting from the disposition of any property shall be computed by reference to the Gross Asset Value of the property, notwithstanding that the adjusted tax basis of the property differs from its Gross Asset Value, and (v) in the event the Gross Asset Value of any Company asset is adjusted pursuant to paragraphs (ii) or (iii) of the definition of “Gross Asset Value,” the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Profits and Net Losses.

1.24       “Permitted Transferee” shall have the meaning set forth in Section 10.2.

1.25       “Person” means any natural person, partnership, corporation, limited liability company, trust, estate, association, unincorporated organization or other legal entity or association having a distinct individual legal existence.

1.26       “Rights” means any license or other rights which may be granted by Vick or any of his Affiliates to use the Mark and any sublicense or other rights which may be granted by the Company.

1.27       “Territory” means the world.

1.28       “Transfer” means, when used as a noun, any voluntary sale, assignment, attachment, pledge, hypothecation, or other relinquishment, and, when used as a verb, means, voluntarily to sell, assign, pledge, hypothecate or otherwise relinquish.

1.29       “Vick Group” means Vick, Sher and any Permitted Transferee thereof.

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1.30       “Voluntary Withdrawal” means a Member’s disassociation with the Company by means other than a Transfer or an Involuntary Withdrawal.

SECTION 2.  Formation, Purpose, Term.

2.1         Formation;  Qualification.  The Company has been formed under the laws of the State of New York on the date of the filing of the Certificate with the New York Secretary of State on February 22, 2011.  The Members shall cause to be executed, filed and published such documents and instruments with such appropriate authorities and/or in such publications as may be necessary or appropriate from time to time to comply with all requirements for the formation and operation of a limited liability company in New York.  This Agreement is intended to serve as a limited liability company agreement as such term is defined in Section 417 of the Act.  The parties intend that the Company shall elect to be taxed as a partnership.

2.2         Name.  The business of the Company shall be conducted under the name “V7 LLC.”  The Manager shall have the power to change the name of the Company at any time,  provided that written consent of all Members is first obtained and provided further before any other name is used appropriate trade name or other filings shall be made such that the use of any such name complies with all legal requirements.

2.3         Purposes.  The Company is organized for the purpose of transacting any and all lawful business for which a limited liability company may be organized under the Act.  Subject to the provisions of this Agreement, the Company shall have the power to do any and all acts and things necessary, appropriate, advisable or convenient for the furtherance and accomplishment of the purposes of the Company, including, without limitation, to engage in any kind of activity and to enter into and perform obligations of any kind necessary to or in connection with, or incidental to, the accomplishment of the purposes of the Company, so long as said activities and obligations may be lawfully engaged in or performed by a limited liability company under the Act.  The primary business of the Company shall be (a) to manage the Mark, as master licensee pursuant to the Master License; (b) to develop a program for the commercialization of the Mark, and (c) to license the Mark in the Territory to Licensees in connection with all and any product and service categories, and to enter into License Agreements for such purpose.  The Company shall not enter into a different area of business without the unanimous written approval of all of the Members.

2.4         Powers.  The Company shall possess and may exercise all powers necessary, convenient or incidental to the conduct, promotion or attainment of its business, purposes or activities to the fullest extent provided in the Act.

2.5         Principal Place of Business;  Registered Office and Agent.  The principal office of the Company shall be located at 1384 Broadway, 17th Floor, New York, New York  10018, or such other place as shall be determined by the Manager.

2.6         Term.  The term of the Company shall commence upon the filing of the Certificate with the New York Secretary of State (which occurred on February 22, 2011), and shall terminate as herein provided.  The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate in the manner required by the Act.

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2.7         Organization Expenses.  The Company shall pay all expenses incurred in connection with the formation and organization of the Company.  Such expenses shall include, without limitation, fees of legal counsel, fees of a registered agent, registration fees, filing and publication costs and other like expenses, including fees incurred by Members in the establishment of same.

SECTION 3.  Members and Members’ Interests.

3.1         Names of Members and Membership Interests.  The names of the Members and the Membership Interests (expressed as a percentage) held by such Members, respectively, are set forth on Exhibit A hereto.

3.2         Limitation on Liability.  No Member shall be liable for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, except as provided by law or as specifically provided otherwise herein.  All Persons dealing with the Company will have recourse solely to the assets of the Company for the payment of the debts, obligations or liabilities of the Company.  No Member shall be required to make any contribution to the Company by reason of any negative balance in the Member’s Capital Account nor shall any negative balance in a Member’s Capital Account create any liability on the part of the Member to any third party.

3.3         Business Transactions Involving a Member or Affiliate of a Member.  A Member or its Affiliate may lend money to, provide services to and transact other business with the Company and shall have the same rights and obligations with respect to such matters as a Person who is not a Member or an Affiliate of a Member; provided that (i) the material facts as to such Person’s relationship or interest in and as to the contract or transaction are disclosed to the Members, and the Members in good faith authorize the contract or transaction by the affirmative votes of a majority of the disinterested Members, even though the disinterested Members constitute less than a quorum and (ii) the terms on which all such lending, services and other business are transacted shall be on an arm’s length basis as reasonably determined in good faith by a majority of such disinterested Members.

SECTION 4.  Management of the Company.

4.1         Manager.   The powers of the Company shall vest in, be exercised by or under the authority of, and the business and affairs of the Company shall be managed by one manager (the “Manager”), and each of the Members hereby delegates to the Manager, all management and control over Company affairs. The Manager shall have full authority, power and discretion to direct, manage and control the business, affairs, and properties of the Company, including but not limited to all of the day-to-day business, and to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of Company business, unless otherwise provided in the Act, the Certificate or this Agreement.

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4.2         Powers of Manager.  Without limiting the generality of Section 4.1, and except as expressly provided in this Agreement, the Manager, shall have full power and authority to act on behalf of the Company, without the requirement of obtaining the consent of any Member in connection therewith, to:

(a)         execute any document or instrument on behalf of the Company which is necessary to carry out the intent and purpose of this Agreement; and

(b)         execute on behalf of the Company all agreements, instruments and documents which are necessary or desirable to the business of the Company, provided, however, that (i) no decision may be made on behalf of the Company with respect to the borrowing of funds, the payment, disbursement, or distribution of any funds of the Company (except for Tax Distributions) to any Member or any Affiliate of any Member without the prior approval of all Members, and (ii) the Company shall not enter into any License without the approval of Vick in accordance with Section 4.14.

4.3         Limitation of Members’ Authority.  The Manager has the exclusive authority to bind the Company.   No Member solely by virtue of Membership) has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any liability on behalf of the Company.

4.4         Appointment of Manager.  The Company and Members agree that the initial Manager shall be Excel, which shall act by and through its designee, Ruben Azrak. In the event that Ruben Azrak is, at any time, unable to act on behalf of Excel, Excel shall be entitled to designate a substitute or replacement designee of its choice so long as it is still a Member.  In the event Excel’s status as a Member is terminated for any reason, Excel shall no longer have the right to appoint a substitute or replacement Manager, and the remaining Members shall appoint a Manager by majority vote.  Upon the resignation or termination of the Manager, the Members shall appoint a substitute Manager by written consent of all Members. The Company, on the written demand of all Members shall remove, replace or substitute any Manager.   No Manager shall have the authority to bind the Company to any employment contract employing such Manager without the written consent of all Members.

4.5         Officers.  The Manager may designate one or more individuals to serve as the officers of the Company, who shall have such titles and exercise and perform such powers and duties as shall be assigned to them from time to time by the Manager.  Any officer of the Company may be removed by the Manager, at any time, with or without cause.  Each officer shall hold office until his or her successor is elected and qualified.  Any number of offices may be held by the same individual.  Officers shall report to the Manager.  The salaries and other compensation of the officers shall be fixed by the Manager.  The initial officers, if any, are set forth on Exhibit B annexed hereto.  In the event any officer or employee performing executive level functions is a member of any Member’s family, is an Affiliate of any Member, or is employed by or engaged in working for any Affiliate of any Member, the Manager shall obtain approval of all Members of all employment terms before employing such person, and shall terminate the employment of any such person immediately on the written demand of Members representing 70% or more of all Membership Interests.

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4.6         Expenses.  The Company shall reimburse the Manager and Members, out of any available funds of the Company, for reasonable out-of-pocket expenses incurred in connection with the business of the Company.

4.7         Meetings of and Voting by Members.

(a)         A meeting of the Members may be called at any time by the Manager, or by the holders of 70% or more the Membership Interests for any matter which is outside of the ordinary course of business, including the admission of new Members (except as provided in Section 10), or under the Act requires the resolution, decision or consent of Members.  Meetings of Members shall be held at the Company’s principal place of business or at such other location as those Members calling the meeting shall specify.  Not less than 10 nor more than 60 days before each meeting, the Members calling the meeting shall deliver or mail written notice of the meeting to each Member, stating the time, place and purpose of the meeting and indicating that it is being issued by or at the direction of the Member calling the meeting.  A Member may waive notice of any meeting, before or after the date of such meeting, by delivering a signed waiver to the Company for inclusion in the minutes of the Company or by his, her or its presence at the meeting in person or by proxy.  Members may participate in any meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other or by any other means permitted by law.  Such participation shall constitute presence in person at the meeting.  Provided, however, that all Members attending such meetings must approve and acknowledge any and all written records or memorialization of such meetings before such records may be entered in the books and records of the Company.  Until such approval is granted, any decision of the Members reflected in such writings shall not be considered the act or agreement of, or evidence of the act or agreement of, the Members.  Any Member objecting to the contents of any such writing shall provide notice to all other Members stating objections with specificity within 4 weeks of any draft writing circulation.  In the absence of any such objections, each Member’s approval shall be presumed. At any meeting of Members, the presence in person or by proxy of the holders of a majority of Membership Interests shall constitute a quorum.

(b)         The record date for the purpose of determining the Members entitled to notice of a Member’s meeting, for voting or the taking of any other action, shall be the tenth day prior to the date of the meeting or action.

(c)         A Member may appoint a proxy to vote or otherwise act for the Member pursuant to a written appointment form executed by the Member or the Member’s duly authorized attorney-in-fact.

(d)         Any action required or permitted to be taken at a meeting of Members may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by the Members having the minimum number of votes that would be necessary to authorize or take action at a meeting.  The record date for determining Members entitled to take action without a meeting is the first date a Member signs a consent to such action.  Any action to be taken by the Members shall be authorized by the consent of the holders of a majority of the Membership Interests.

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4.8         Master License; Condition Precedent.    Simultaneously with the execution of this Agreement, or as soon as practicable thereafter, the Company and Vick shall enter into the Master License with full right to sublicense.  The execution and delivery of the Master License by and between Vick and the Company shall be a condition precedent to the obligation of any Member to make any Capital Contribution under this Agreement.   Vick agrees that in the event that the Mark is or at any time shall be owned by any Affiliate of Vick or any other Person, Vick shall cause such Affiliate or Person to execute and deliver a writing granting a master license to the Company in accordance with the terms of the Master License without any additional consideration on the part of the Company.

4.9         Exclusivity.   Vick agrees that the licensing of the Mark by the Company pursuant to the Master License shall be the exclusive vehicle and method for the commercial exploitation of the Mark and the granting of Rights thereto, including, without limitation any and all other and/or subsequent names, marks and logos that are used by or associated with Vick and amended into Schedule A by agreement of the Members. Accordingly, neither Vick nor any Affiliate of Vick shall grant any Rights or enter into any agreement, or conduct negotiations to enter into any agreement or other arrangement to promote or license the Mark in connection with any products or services, whether bearing or using the Mark or otherwise sold in connection with the Mark, or otherwise in conflict with the rights granted hereunder, or under the Master License, to the Company. Notwithstanding that the classes of goods and services for which Rights granted under the Master License will be exploited are limited to International Trademark Classes 3, 18, and 25 (excluding shoes), Vick agrees that (a) the provisions of this Section 4.9 shall also apply to the use of any names, marks or logos identical or confusingly similar to V7 and any other Mark in all other categories of goods and services, unless all of the Members otherwise agree in writing; and (b) neither Vick nor any Affiliate of Vick shall grant any Rights or, enter into any agreement or conduct negotiations to enter into any agreement or arrangement to promote any other name, mark, logo or symbol associated with Vick (even if they have not been amended into Schedule A) with respect to any of the goods and services in International Trademark Classes 3, 18, and 25 (except for shoes), unless all of the Members otherwise agree in writing; provided, however, that nothing herein shall be construed as preventing Vick from endorsing or promoting products and services under brands of third parties or otherwise as long as such products do not incorporate or otherwise use the Mark.

4.10       Competition.   Except as provided in Section 4.9 hereinabove, the Members may engage in other activities of any nature, it being acknowledged and agreed that Members and/or Affiliates are and will continue to be engaged in the promotion, advertising, manufacture, distribution and sale of licensed and other branded apparel and other products, some of which may compete with the products sold pursuant to the License Agreements, and that Members and/or Affiliates shall also be entitled to provide licensing agency, brand management, and other services to other Persons.

4.11       Mark.  The Master License shall provide that the Mark shall be maintained and registered in accordance with the Master License, which shall provide, among other things, that the Company pay to Vick (or such Affiliate of Vick that owns the Mark) the funds required to register and maintain the registration of the Mark in such jurisdictions as required by the Company.

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4.12       Vick represents and warrants that (a) he is the owner of all rights in and to the Mark; (b) he has the full power and right to license such Mark the Company in accordance with the Master License; (c) he has not directly or indirectly granted, or agreed to grant, to any Person, or agreed to grant to any Person any license to use the Mark or any authority, power or right to act for him in connection with the Mark or the licensing, use, or commercial exploitation thereof, or to pay any finders fee, commission, royalty or any other amount in connection with the Mark or any transaction relating thereto; (d) he is not directly or indirectly bound by any agreement, contract or other binding obligation, or any judgment, order or decree that would prevent, limit or restrict him from entering into this Agreement or the Master License or from performing any of his obligations as provided herein or therein, or otherwise conflict with the purposes and transactions contemplated hereunder.  Vick hereby agrees to defend, indemnify and hold the Company, its Members and the Manager officers, employees, agents, and Affiliates, harmless from and against any and all claims, liabilities, judgments, penalties, and taxes, civil and criminal, and all costs, expenses (including, without limitation, reasonable attorneys' fees) incurred in connection therewith, which any of them may incur or to which any of them may be subjected, arising out of or relating to a breach of any of Vick’s representations and warranties under this Section 4.12.

4.13       Licensing Business.    The Company shall develop opportunities, devise and implement merchandising and licensing programs in all such product and service categories, in any places within the Territory,  all as determined by the Company, establish lines of merchandise and product; and promote, negotiate, execute, implement, supervise, oversee, monitor, and enforce License Agreements with Licensees, including but not limited to (a) approval of concept; and products; (b) quality control; (c) compliance by Licensees and manufacturers with the Company’s licensing, manufacturing, social, ethical, and other standards,  (d) collection of royalties; (e) record keeping and billing; (f) review of sales reports; (g) auditing of records of Licensees; (h) enforcement of License Agreements; (i) managing of the Mark and maintaining trademark (and, where necessary, other intellectual property right) registration and protection in all jurisdictions where necessary for granting Rights; (j) enforcement of the Mark against third party violators; and (k) management and payment of expenses, disbursements, collection fees or other costs (including legal expenses and attorneys fees) required to collect royalties, designing, supervising, accounting and all other expenses incurred in connection with the development and management of the License Agreements and the Rights, and protection of the Mark.   The Company may enter, and nothing herein shall be construed as restricting the Company from entering, into License Agreements with Members of the Company and their respective Affiliates or related entities on such terms and conditions agreed upon between the Company and such Member (or Affiliate), subject to Vick’s approval rights under Section 4.14 hereof and under the Master License.

4.14       All proposed License Agreements entered into by the Company shall be subject to the express written approval of Vick.  Vick will not unreasonably withhold or delay approval and execution of any proposed License Agreement and will provide the Manager with written objections with detailed reasons for any proposed agreement rejected by Vick.  Vick shall be entitled to reimbursement of his reasonable expenses, including expenses for professional advice, in reviewing and commenting on any such proposed License Agreement.

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SECTION 5.  Accounting and Records.

5.1         Records and Accounting.  The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, at the expense of the Company in accordance with generally accepted accounting principles (“GAAP”).  The books and records of the Company shall reflect all Company transactions and shall be appropriate and adequate for the Company’s business.  The Fiscal Year of the Company shall be the year ended December 31.

5.2         Access to Accounting Records.  All books and records of the Company shall be maintained at the Company’s principal place of business, and each Member, and the Member’s duly authorized representative, shall have access to them at such office of the Company and the right to inspect and copy them at reasonable times for any purpose reasonably related to its interest in the Company.  Each Member shall have the full and complete right to audit all books and records of the Company at any time on reasonable notice with access granted within 30 days of such notice.

5.3         Accounting Decisions.  All decisions as to accounting matters shall be made by the Members.

5.4         Tax Matters Partner; Federal Income Tax Elections.  Excel shall be the “tax matters partner” for purposes of the Code (hereinafter referred to as the “Tax Matters Partner”) and shall notify the Members of any audit or other matters of which he is notified or becomes aware.  The Tax Matters Partner shall cause all income tax and information returns for the Company to be prepared by the Company’s accountants and shall cause such tax returns to be timely filed with the appropriate authorities.  The Members by agreement, may make all elections for federal income tax purposes which elections shall be implemented through the Tax Matters Partner, provided, that the Company shall make no elections inconsistent with its being treated as a partnership for income tax purposes.

5.5         Other Records.  The Company shall maintain records at the principal place of business of the Company, which shall include the following (originals of which shall be made available to a Member for copying at such Members own expense upon his, her or its written request):

(a)         financial reports of the Company, if any, for the most recent Fiscal Year;

(b)         a current list of the name and last known business, residence or mailing address of each Member;

(c)         copies of the Company’s federal, state and local income tax returns and reports, if any, for the seven most recent years;

(d)         a copy of the Certificate and all amendments thereto;

(e)         a copy of this Agreement and all amendments hereto;

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(f)          copies of any written information with respect to the amount of cash and a description and statement of the agreed value of any property or services contributed by each Member and which each Member has agreed to contribute in the future and the date such Member became a Member;

(g)         minutes of every meeting of Members;

(h)         any written consents obtained from Manager or Members for actions (if any) taken by Members without a meeting; and

(i)          any and all financial materials required for a complete audit of the financials of the Company.

SECTION 6.  Capital Contributions.

6.1         Capital Contributions of the Members; Additional Members.

(a)         The initial Capital Contributions shall be in the amounts expressed in U.S. dollars set forth on Exhibit A (“Initial Capital Contributions”).  No Member shall be required to make any Capital Contributions to the Company other than the Initial Capital Contributions required to be made by such Member under this Section 6.1(a).

(b)         In the event that the Company requires additional funds for the operation of the Company’s business and all Members consent, each Member shall be entitled, but not required, to advance loans (“Member Loans”) for such purpose.  Member Loans shall bear interest at the rate of two (2%) in excess of the Prime interest rate as published from time to time by the Wall Street Journal. Member Loans shall be repaid in full before any distributions of available funds, except for tax distributions as provided in Section 7.2.

6.2         Capital Account.

(a)         A capital account (a “Capital Account”) shall be established for each Member.  The Capital Account shall be credited with (i) the Capital Contributions of such Member (net of liabilities relating to any contributed property that the Company is considered to assume or take subject to under Code Section 752), (ii) such Member’s share of Net Profits as determined pursuant to Section 8, (iii) any items of income or gain that are taken into account in determining capital accounts under Treasury Regulations Section 1.704-1(b)(2)(iv)(m) on account of any adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Section 743(b) and (iv) the amount of any liabilities of the Company that are assumed by such Member, other than liabilities described in Section 6.2(b)(i).

(b)         The Capital Account shall be debited by (i) the amount of cash and the Gross Asset Value of other property distributed to such Member (net of any liabilities relating to such distributed property that the Member is considered to assume or take subject to under Code Section 752), (ii) such Member’s share of Net Losses as determined pursuant to Section 8, (iii) any items of loss that are taken into account in determining capital accounts under Treasury Regulation Section 1.704-1(b)(2)(iv)(m) on account of Code Section 734(b) or Code Section 743(b) adjustments to the tax basis of Company assets and (iv) the amount of any liabilities of such Member that are assumed by the Company, other than liabilities described in Section 6.2(a)(i).

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In the event the Gross Asset Value of Company assets is adjusted under the provisions of the definition thereof in Section 1, the Capital Accounts of the Members shall be adjusted to reflect the aggregate net adjustment as if the Company recognized Net Profits or Net Losses equal to the amount of such aggregate net adjustment and such Net Profits or Net Losses were allocated to the Members pursuant to Section 8.1 of this Agreement.  The foregoing provisions relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2 and shall be applied in a manner consistent with such Regulations.

(c)         Upon the transfer of an interest of a Member in the Company in accordance with the terms of this Agreement (x) if such transfer does not cause a termination of the Company within the meaning of Code Section 708(b)(1)(B), the Capital Account of the transferor Member that is attributable to the transferred interest will be carried over to the transferee Member and, if the Company has a Code Section 754 election in effect, the Capital Account will not be adjusted to reflect any adjustment under Code Section 743, or (y) if such transfer causes a termination of the Company within the meaning of Code Section 708(b)(1)(B), the income tax consequences of such termination shall be governed by the relevant provisions of Subchapter K of Chapter 1 of the Code and the Regulations promulgated thereunder, and the initial Capital Accounts of the Members in the new limited liability company resulting from such termination (which for all other purposes shall continue to be the Company) shall be determined in accordance with the Treasury Regulation Sections 1.704-1(b)(2)(iv)(d), (e), (f), (g) and (l) under Code Section 704(b) and thereafter in accordance with this Section 6.2.

6.3         Return of Contributions.  Except as otherwise expressly provided herein, no Member shall be entitled to withdraw or demand a refund or return of any Capital Contributions or any interest thereon.

6.4         No Third-Party Beneficiary Rights.  Notwithstanding the provisions of Section  502(b) of the Act, the provisions of this Section 6 are not intended to be relied upon by and are not for the benefit of any creditor or any other Person (other than a Member in its capacity as such) to whom any debts, liabilities or obligations are at any time owed by (or who otherwise has any claim against) the Company or any of the Members; and no such creditor or other Person shall obtain any right under any of such provisions or shall by reason of any of such provisions make any claim in respect of any debt, liability or obligation (or otherwise) against the Company or any of the Members.

SECTION 7.  Distributions.

7.1         Non-Liquidating Distributions.  Except for payment of the Tax Distribution as provided in Section 7.2 and repayment of Member Loans, as provided in Section 6.1(c), distributions of Available Cash by the Company to the Members shall be made at the times and in the aggregate amounts as determined by unanimous agreement of the Members.  The Manager shall have the authority to establish reasonable reserves for working capital, contingencies or other items and for the satisfaction of liabilities (including contingent liabilities) of the Company.   Except as provided in Section 7.3, distributions of Available Cash shall be made to the Members first in proportion to their respective positive Capital Account balances and then in proportion to their Membership Interests.

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7.2         Tax Distributions. Subject to any limitations under this Agreement, and unless otherwise determined by the holders of a majority of the Membership Interests, the Company shall, to the extent permitted by law, distribute to the Members in proportion to the Membership Interests held by each Member, within ninety (90) days from the end of each fiscal year, a portion of its Available Cash (the “Tax Distribution”) that is sufficient to enable the Members to pay federal state and local taxes imposed on their allocable share of the Company’s undistributed income, based on the highest combined effective tax rate applicable to a resident of New York City, less any amounts previously advanced by the Company for such purposes.  To the extent that the aggregate advances exceeded amount required for the Tax Distribution, the Members shall reimburse (in cash or by way of setoff, as determined by the Manager) the difference.

7.3         Capital Account Limitation; Liquidation.  Upon the liquidation of the Company, or any Member’s interest in the Company, liquidation proceeds, if any, shall be distributed in accordance with the provisions of Section 11.3.

7.4         Certain Terms.  For purposes of this Agreement, (x) the term “liquidation of the Company” shall mean either (a) a termination of the Company, which shall be deemed to occur, for purposes of this Section 7.3, on the date upon which the Company ceases to be a going concern and is continued in existence solely to wind up its affairs, or (b) a termination of the Company pursuant to Section 708(b)(1)(A) of the Code; and (y) the term “liquidation of a Member’s interest in the Company” shall mean the termination of Member’s entire interest in the Company effected by a distribution, or a series of distributions, by the Company to the Member.

7.5         Withholding.  If the Manager determines that Federal, state or local tax laws  require the Company to withhold any tax with respect to a Member’s distributive share of income, gain, loss, deduction or credit or any distributions, the Manager shall cause the Company to withhold and pay such tax.  If at any time the amount required to be withheld exceeds the amount that would otherwise be distributed to the Member to whom the withholding requirement applies, any such excess shall be deemed to be an interest free advance to the Member receiving such excess distributions, payable to the Company from subsequent distributions as made.  Any amount withheld with respect to a Member shall be treated as though it had been distributed to that Member under Section 7.1 for all purposes of this Agreement.

SECTION 8.  Allocations.

8.1         General Allocations of Net Profits and Net Losses.  Except as otherwise provided in Section 8.2, Net Profits and Net Losses with respect to each Fiscal Year or applicable portion thereof shall be allocated to the Members in accordance with their respective Membership Interests.

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8.2         Special Allocations.  Notwithstanding anything in this Agreement to the contrary:

(a)         No Member shall be allocated any item of loss or deduction to the extent said allocation will cause or increase any deficit in said Member’s Adjusted Capital Account.  If any Member with a deficit in its Adjusted Capital Account unexpectedly receives any adjustment, allocation or distribution described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then Company items of income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficit in said Member’s Adjusted Capital Account created by such adjustment, allocation or distribution as quickly as possible.  The Members intend that the provisions set forth in this clause will constitute a “Qualified Income Offset” as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

(b)         The following provisions shall be applicable beginning in the first taxable year in which the Company has “nonrecourse deductions” as defined in Treasury Regulations Section 1.704-2(b)(1):

(i)           All nonrecourse deductions (as defined in Treasury Regulations Section 1.704-2(b)(1)) shall be charged to the Capital Accounts of the Members in proportion to their respective Membership Interests.

(ii)          If in any Fiscal Year of the Company there is a net decrease in Minimum Gain, then each Member with a share of Minimum Gain (as determined in accordance with Treasury Regulations Section 1.704-2(g)(1)) as of the beginning of such year shall be allocated items of income and gain for such Fiscal Year (and, if necessary, for succeeding years), equal to that Member’s share of the net decrease in Minimum Gain (determined in accordance with Treasury Regulations Section 1.704-2(g)(2)).  In allocating the income and gain pursuant to the previous sentence, gains recognized from the disposition of Company assets subject to nonrecourse liabilities of the Company shall be allocated first to the extent of the decrease in Minimum Gain attributable to the disposition of said asset.  Thereafter, any income and gain to be allocated shall consist of a pro rata amount of other Company income and gain for that year.  The Members intend that this clause (ii) will constitute a “Minimum Gain Chargeback” as set forth in Treasury Regulations Section 1.704-2(f).

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(iii)         If any Member bears the “economic risk of loss” (within the meaning of Treasury Regulations Section 1.752-2) with respect to any nonrecourse loan of the Company, then (A) the losses, deductions or Section 705(a)(2)(B) expenditures that are attributable to such nonrecourse loan for any Fiscal Year or other period shall be allocated to the Members who bear the burden of such economic risk of loss in accordance with Treasury Regulations Section 1.704-2(i), and (B) if in any taxable year there is a net decrease in Partner Nonrecourse Debt Minimum Gain (as defined in Treasury Regulations Section 1.704-2(i)(2)) (as determined in accordance with Treasury Regulations Section 1.704-2(i)(4)) attributable to such nonrecourse loan, each Member with a share of Partner Nonrecourse Debt Minimum Gain attributable to such nonrecourse loan (as determined in accordance with Treasury Regulations Section 1.704-2(i)(5)) as of the beginning of the year shall be allocated items of income and gain for the year (and, if necessary, for succeeding years), equal to that Member’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain (as determined in accordance with Treasury Regulations Section 1.704-2(i)(4)).

8.3         Regulatory Provisions.  The provisions of Section 8.2 (collectively, the “Regulatory Provisions”) are intended to comply with certain requirements of the Treasury Regulations.  It is the intent of the Members that, to the extent possible, all allocations pursuant to the Regulatory Provisions shall be offset either with other allocations pursuant to the Regulatory Provisions or, if necessary, with curative allocations of other items of income, gain, loss or deduction pursuant to this Section 8.3.  Therefore, notwithstanding any other provision of this Agreement, other than the Regulatory Provisions, allocations pursuant to the Regulatory Provisions shall be taken into account in allocating other items of income, gain, expense or loss among the Members so that, to the extent possible, the net amount of such allocations of other items and the allocations pursuant to the Regulatory Provisions to each Member are equal to the net amount that would have been allocated to such Member if the Regulatory Provisions were not part of this Agreement.  In applying this Section 8.3, there shall be taken into account (a) future allocations under Section 8.2(b)(ii) that, although not yet made, are likely to offset other allocations previously made under Section 8.2(b)(i) , and (b) future allocations under Section 8.2(b)(iii)(B) that, although not yet made, are likely to offset other allocations previously made under Section 8.2(b)(iii)(A).

8.4         Code Section 704(c) Allocations.  Notwithstanding any other provision in this Section 8, in accordance with Code Section 704(c) and the Treasury Regulations promulgated thereunder, income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Gross Asset Value on the date of contribution.

If, under Treasury Regulations Section 1.704-1(b)(2)(iv)(f), Company property that has been revalued is properly reflected in the Capital Accounts and on the books of the Company at a Gross Asset Value that differs from the adjusted tax basis of such property, then depreciation, depletion, amortization and gain or loss with respect to such property shall be shared among the Members in a manner that takes account of the variation between the adjusted tax basis of such property and its Gross Asset Value in the same manner as variations between the adjusted tax basis and Gross Asset Value of property contributed to the Company are taken into account (as provided in the preceding paragraph) in determining the Members’ shares of tax items under Section 704(c) of the Code.

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Allocations pursuant to this Section 8.4 are solely for purposes of federal, state and local taxes.  As such, they shall not affect or in any way be taken into account in computing a Member’s Capital Account or share of profits, losses or other items of distributions pursuant to any provision of this Agreement.

8.5         Other Allocation Rules.

(a)         Except as may otherwise be provided herein, whenever a proportionate part of Net Profits or Net Losses of the Company is credited or charged to a Member’s Capital Account for any Fiscal Year, every item of income gain, loss, or deduction entering into the computation thereof shall be considered either credited or charged, as the case may be, and every item of credit or tax  preference related thereto and applicable to such Fiscal Year shall be allocated to, such Capital Account in the same proportion.  Upon any change in the relative interests of the Members in the Company, whether by reason of the admission or withdrawal of a Member, the transfer by any Member of all or any part of its interest, or otherwise, the Members’ shares of all Company items shall be determined by reference to any method acceptable under the Treasury Regulations under Section 706 of the Code, as determined by the Members.

(b)         Interim Allocations Due to Membership Interest Adjustments.  In the event of a change in the Membership Interests during any Fiscal Year or a transfer of an interest in the Company in accordance with the terms of this Agreement, the Company’s Net Profit and Net Loss shall be allocated among the Members for the periods before and after the change or transfer pursuant to an interim closing of the books.  This Section 8.5(b) shall apply both for purposes of computing a Member’s Capital Account and for federal income tax purposes.

SECTION 9.Deposit and Use of Company Funds.  Upon formation of the Company, all cash Capital Contributions shall be transferred to a separate Company account or accounts in such banks or other financial institutions as may be selected by the Members.  Such account or accounts shall be maintained in the name of or for the benefit of the Company.  Thereafter, all revenues, bank loans, proceeds and other receipts shall be deposited and maintained in such account or accounts, which may or may not bear interest, and all expenses, costs and similar items payable by the Company shall be paid from such accounts.  The Company’s funds, including, but not limited to, the Members’ cash Capital Contributions, Company revenue and the proceeds of any borrowing by the Company, may be invested as the Members, in their sole discretion, shall deem advisable.  Any interest or other income generated by such deposits or investments shall be considered part of the Company’s account.  Company funds from any of the various sources mentioned above may be commingled with other Company funds, but not with the separate funds of any other Person, and may be withdrawn, expended and distributed as authorized by the terms and provisions of this Agreement.

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SECTION 10.  Transfer of Membership Interests; Withdrawal; Additional Members.

10.1       Prohibited Transfers.  Except as provided under this Section 10, no Member shall have the right or power to directly or indirectly, sell, assign, transfer, give, hypothecate, pledge, encumber or otherwise dispose of all or any portion of his, her or its interest in the Company without the prior written consent of all Members . Any attempted transaction in violation of this prohibition shall be deemed invalid, null and void and of no force or effect, and person to whom any Membership Interest is attempted to be transferred in violation of this Agreement shall not be entitled to vote on matters coming before the Members, participate in the management of the Company, act as an agent of the Company, receive distributions from the Company or any other rights in or with respect to the Membership Interests or the Company, or have any other rights.

10.2       Permitted Transfers.  Notwithstanding anything contained in Section 10.1 to the contrary, it is agreed that (a) Vick may sell, transfer, gift or bequeath all or any part of his Membership Interest to a family trust and/or to any member of his immediate family on such terms and conditions as he may agree upon;  (b) any Member may sell, transfer or assign all or any part of his or its Membership Interest to a corporation or limited liability company that is wholly owned and controlled by such Member; (c) Sher may sell, transfer, gift or bequeath all or any part of his Membership Interest to a family trust and/or to any member of his immediate family on such terms and conditions as he may agree upon and, in addition, Sher may sell all or part of his Membership Interest to Vick (or a Permitted Transferee of Vick) on such terms and conditions as they may agree upon, provided however, that if Vick (or Vick Permitted Transferee) declines to purchase Sher’s Membership Interest, it shall be offered in accordance with Section 10.6.  Any Person to whom all or any part of a Membership Interest is transferred under this Section 10.2 is referred to as a “Permitted Transferee.”  As a condition precedent to such transfer permitted under this Section 10.2, (i) any Permitted Transferee shall comply with the conditions set forth in this Agreement, including the execution and delivery of a writing to the other Members’ satisfaction, to join and comply with this Agreement.

10.3       Admission to Membership.  From and after the date of the formation of the Company, any Person may become an additional Member with the consent of, and upon such terms (including the capital contribution to be made and the Membership Interest to be received) as may be determined by the Members.  Upon the admission of an additional Member, Exhibit A annexed hereto shall be amended to reflect each Member’s revised ownership interest.  No additional Member shall become a Member until such additional Member shall have become a party to, and adopted all of the terms and conditions of, this Agreement and all then current Members have consented in writing.

10.4       Voluntary Withdrawal.  No Member shall have the right to Voluntarily Withdraw from the Company, except as otherwise provided in this Agreement, and any such attempted Voluntary Withdrawal shall be deemed invalid, null and void and of no further force and effect.  Any withdrawal in violation of this Agreement shall entitle the Company to damages for breach, which may be offset against the amounts otherwise distributable to such Member.

10.5       Involuntary Withdrawal.   Immediately upon the occurrence of an Involuntary Withdrawal, the successor of the Withdrawn Member shall thereupon become an Economic Interest Holder, but shall not become a Member.  In such event, the successor Economic Interest Holder shall have the rights of an Economic Interest Holder, but shall not be entitled by reason of the Member’s withdrawal to receive in liquidation of the Economic Interest, the fair market value of the Member’s Economic Interest or any other the purchase price as set forth in this Agreement as of the date the Member Involuntarily Withdrew from the Company.

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10.6       Buy-Sell - Offer and Acceptance.

(a)         Subject to Section 10.2, in the event that a Member (including any Member’s Permitted Transferee) desires to dispose of his or its Membership Interest in the Company (herein, the “Initiating Member”), the Member shall offer in writing, his or its entire Membership Interest in the Company (the “Offer Notice”) as follows:

(i)           any Member of the Vick Group shall offer his or its entire Membership Interest to the Excel Group, and

(ii)          any Member of the Excel Group shall offer its entire Membership Interest to the Vick Group,

(in each case, the “Offeree Group”).

(b)         The Offer Notice shall state that the Initiating Member is prepared to sell to the Offeree Group all of the Initiating Member’s Membership Interest in the Company and shall state the purchase price at which Initiating Member is prepared to effect such sale, calculated by multiplying the Initiating Member’s valuation of 100% of the Membership Interests of the Company (the “Enterprise Value”) by the Initiating Member’s Membership Interest. The Offer Notice shall be irrevocable for a period of thirty (30) days from the date of its receipt by the Offeree Group.

(c)         The Offeree Group shall, during the thirty (30) days following receipt of the Offer Notice, give writing notification (the “Offeree Response”) to the Initiating Member pursuant to which either:

(i)           the Offeree Group has accepted the Initiating Member’s offer and shall be obligated (pari passu among all participating Members of the Offeree Group) to purchase the Initiating Member’s Membership Interest at the purchase price as set out in the Offer Notice and otherwise on the terms and conditions set out in the Offer Notice; or

(ii)          the Offeree Group offers to sell the Offeree Group’s Membership Interest to the Initiating Member at a purchase price equal to the Enterprise Value multiplied by the Offeree Group’s Membership Interest and otherwise on the terms and conditions set out in the Offer Notice.

(d)         The failure of the Offeree Group to give an Offeree Response in accordance with Section 10.6(c)(ii) above within the said thirty (30) day period shall be deemed an acceptance of the Offer Notice, i.e., Offeree’s Response to purchase the Initiating Member’s Membership Interest as provided in Section 10.6(c)(i) above.

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(e)         If the Offeree Group gives an Offeree Response to sell the Offeree Group’s Membership Interest to the Initiating Member, as provided in Section 10.6(c)(ii), then the Initiating Member shall be deemed as having accepted such offer immediately upon receipt of the Offeree Response, and the Initiating Member shall be obligated to purchase the Offeree Group’s Membership Interest as provided  in Section 10.6(c)(ii) above.

10.7       Closing. The Company’s attorneys shall prepare the appropriate agreement of sale, which shall be executed by the parties at the closing of the sale (the “Closing”) which shall be held within thirty (30) days after the Offeree Response Notice was given.  The Closing shall take place at the office of the attorney for the Company, at a time to be mutually agreed upon between the parties or if they cannot agree at 2:30 P.M. on the first business day following the date prescribed in the first sentence of this paragraph.

10.8       Failure to Purchase.  If the Membership Interest of the Initiating Member or the Offeree Group, as the case may be, which is being sold (herein, the “Selling Member”) is not purchased by the Offeree Group or the Initiating Member, as the case may be (herein, the “Buyer”), as provided above in this Section 10, and such failure or refusal continues for a period of ten (10) days after written notice thereof by the Selling Member to the Buyer , then, the parties agree that the Selling Member shall have the right, exercisable at the option of the Selling Member, to cause the Company to be liquidated and the Company’s assets will be distributed to the Members in accordance with the balances in their respective Capital Accounts, subject to the applicable provisions of Section 704 of the Code, after taking into account allocations of profit or loss, if any, and any distributions, if any, of cash or property.

10.9       Payment of Purchase Price.  The purchase price for the Selling Member’s Membership Interest purchased pursuant to this Agreement shall be paid as follows: twenty five percent (25%) of the purchase price at Closing and the balance in eight (8) equal consecutive quarterly installments.  The deferred payments of the purchase price shall commence one month after the Closing and will be evidenced by a promissory note made by the Buyer bearing interest at the rate per annum equal to Citibank’s prime rate plus two (2) percentage points and providing for acceleration in the event of a default continuing for ten (10) days after written notice of default.  If, pursuant to the Code or Regulations, interest would be imputed on the installments of the purchase price in excess of the interest rate provided in this Agreement, then at the time each installment is due, the Buyer shall pay such installment, together with interest on such installment, at the lowest rate (compounded as required) necessary to avoid such imputation of interest.  The maker will have the right to prepay all or any of the installments under such note in the inverse order of their maturity without premium or penalty provided interest is paid to date of payment.

10.10     Releases.  Upon receipt of the purchase price in full or in cash and notes, as provided above, the Selling Member will deliver the certificates for such Membership Interests, if any (and all related documents), together with an executed standard form General Release in favor of the Company and the other Members, (which General Release shall be limited to the relationship of the Members to the Company and shall except the payment of the balance of the purchase price, if any, under this Agreement and, in the case of Vick, be subject to Section 10.14) to the attorney for the Company (the “Escrow Agent”), who will hold all such certificates and the General Release (the “Escrow Documents”) in escrow to secure the full payment of the purchase price, until all of the unpaid balance of the purchase price has been received and collected by the Selling Member, at which time the Escrow Agent will deliver the Escrow Documents to the Buyer.  The Buyer will have all rights of ownership during the time the Escrow Documents are held in escrow and will be entitled to receive any dividends or other emoluments as long as the Buyer is not in default under the terms of this Agreement.

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10.11     Default.  Upon an uncured default in payment of the note(s), the Selling Member will have all rights of a secured party under the applicable provisions of the Uniform Commercial Code concerning Secured Transactions, as then in effect under the laws of the State of New York, which rights are incorporated in this Agreement by reference; and shall have the right, exercisable at the option of the Selling Member to cause the Company to be liquidated.  The sole obligation of the Escrow Agent is to produce the Escrow Documents at the public or private sale held pursuant to said Code provision.  The Escrow Agent shall not have any liability except for fraud or gross negligence.

10.12     Return of Property.  All credit cards and Company property of the Selling Member shall be returned promptly to the Company.  The Selling Member shall indemnify, defend, and hold harmless the Company and its other Member against any unknown and/or unauthorized charges on such cards or property.

10.13     Loans.  Any loans owed to the Company by the Selling Member shall be paid to the Company out of the first monies received on the sale of such Membership Interest under this Agreement, and any loans owed to the Selling Member by the Company (to the extent not already included in the purchase price) shall be paid at the Closing.

10.14     Survival of Provisions.   Notwithstanding anything to the contrary contained herein, the provisions of Sections 4.9 and 4.12 shall survive and continue to be binding upon Vick for as long as the Master License remains in effect and not be affected, diminished or modified by reason of the Transfer by Vick of any of Vick’s (or any Permitted Transferee’s) Membership Interest, except to the extent the Master License has been terminated in accordance with its terms, in which case said provisions shall terminate as well.

SECTION 11. Dissolution.

11.1       Dissolution of the Company.  The Company shall be dissolved, its assets disposed of and its affairs wound up upon the first to occur of the following:

(a)         a determination by the unanimous written consent of all the Members that the Company should be dissolved;

(b)         the sale of all or substantially all of the assets of the Company, provided, however, that no Manager shall have the power to cause same without consent of all Members;

(c)         the entry of a decree of judicial dissolution under Section 702 of the Act; or

(d)         at such earlier time as may be required by applicable law.

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11.2       Continuation of the Company.  Notwithstanding anything to the contrary contained herein, the death, Disability, retirement, resignation, expulsion, Voluntary Withdrawal, Involuntary Withdrawal, bankruptcy, dissolution or removal of a Member or any other event which terminates the continued membership of a Member in the Company shall not cause the dissolution of the Company, and the Members are expressly authorized to continue the business of the Company in such event, without any further action on the part of the Members.

11.3       Distribution of Assets.

(a)         If the Company is dissolved and its affairs are to be wound up, the Manager shall (1) sell or otherwise liquidate all of the Company’s assets as promptly as practicable (except to the extent the Members may determine to distribute any assets to the Members in kind in which case such assets shall be distributed to the Members on a pro rata basis to the extent reasonably practicable), (2) allocate any Net Profits or Net Losses resulting from such sales to the Members’ Capital Accounts in accordance with Section 8 hereof, (3) discharge all liabilities of the Company (other than liabilities to Members), whether by payment or the making of reasonable provision for payment thereof, including all costs relating to the dissolution, winding up and liquidation and distribution of assets, (4) establish such reserves as may be reasonably necessary to provide for contingent, conditional and unmatured liabilities of the Company (for purposes of determining the Capital Accounts of the Members, the amounts of such reserves shall be deemed to be an expense of the Company), (5) discharge any liabilities of the Company to the Members other than on account of their interests in the Company capital or profits and (6) distribute the remaining assets to the Members in accordance with their positive Capital Account balances as determined after taking into account all Capital Account adjustments for the Company’s taxable year during which the liquidation occurs.  The Company’s assets shall be distributed to the Members, either in cash or in kind, as determined by the Members, with any assets distributed in kind being valued for this purpose at the fair market value as determined pursuant to Section 10.4(b) and treated, for these purposes, as if sold at such values and the resulting gain or loss allocated among the Members and adjusting their Capital Account balances, so that liquidation proceeds shall be distributed in accordance with each Member’s positive Capital Account balance within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(b).  Any such distributions to the Members in respect of their Capital Accounts shall be made in accordance with the time requirements set forth in Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2).

(b)         If any assets of the Company are to be distributed in kind, the net fair market value of such assets as of the date of dissolution shall be determined by independent appraisal or by agreement of the Members.

(c)         Notwithstanding anything to the contrary in this Agreement, upon a liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g), if any Member has a negative Capital Account (after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Member shall have no obligation to make any contribution to the capital of the Company, and the negative balance of such Member’s Capital Account shall not be considered a debt owed by such Member to the Company or to any other Person for any purpose whatsoever.

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(d)         Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated.

(e)         The Manager shall comply with any applicable requirements of applicable law pertaining to the winding up of the Company and the final distribution of its assets.

11.4       Filing of Articles of Dissolution.

(a)         Upon the dissolution and complete winding up of the Company, Articles of Dissolution shall be filed with the New York  Secretary of State.

(b)         Upon the filing of the Articles of Dissolution, the existence of the Company shall cease, except for the purpose of suits, other proceedings and appropriate action as provided in the Act.  The Members shall have authority to distribute any Company property discovered after dissolution, convey real estate and take such other action as may be necessary on behalf of and in the name of the Company.

11.5       Return of Contributions Non-recourse to Other Members.  Except as provided by law, upon dissolution, each Member shall look solely to the assets of the Company for the return of his, her or its Capital Contributions.  If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash or other property contributed by one or more Members, such Member or Members shall have no recourse against any other Member.

SECTION 12.  Indemnification.

(a)         To the fullest extent permitted by law, the Company will indemnify, defend and hold harmless each Member (including the Tax Matters Partner in such Member’s capacity as such), and the employees, officers and agents of the Company (each of the foregoing, an “Indemnified Person”) from and against any liability, loss or damage incurred by an Indemnified Person by reason of any act performed or omitted to be performed by the Indemnified Person in connection with the business of the Company and from liabilities or obligations of the Company imposed on such Person by virtue of such Person’s position with the Company; provided that the Indemnified Person has met the standard of conduct for indemnification set forth in Section 12(b); and provided further, that indemnification under this Section 12 will be recoverable only from the assets of the Company and not from any assets of the Members.  The Company shall pay for or reimburse the reasonable expenses incurred by an Indemnified Person in connection with any such proceeding in advance of final disposition thereof if (i) the Indemnified Person furnishes the Company a written affirmation of the Indemnified Person’s good faith belief that it has met the standard of conduct for indemnification described in Section 12(b) and (ii) the Indemnified Person furnishes the Company a written undertaking to repay the advance if it is ultimately determined by a final ruling of a court of competent jurisdiction that cannot be appealed that such Indemnified Person did not meet such standard of conduct.  The undertaking described in clause (ii) above must be a general obligation of the Indemnified Person, subject to such reasonable limitations as the Company may permit, but need not be secured and may be accepted without reference to financial ability to make repayment.  The Company shall indemnify an Indemnified Person who is wholly successful, on the merits or otherwise, in the defense of any such proceeding, as a matter of right, against reasonable expenses incurred by the Indemnified Person in connection with the proceeding without the requirement of a determination as set forth in Section 12(c).  Upon demand by an Indemnified Person for indemnification or advancement of expenses, as the case may be, the Company shall expeditiously determine whether the Indemnified Person is entitled thereto in accordance with this Section 12.  The indemnification and advancement of expenses provided for under this Section 12 shall be applicable to any proceeding arising from acts or omissions occurring before or after the adoption of this Section 12.

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(b)         Indemnification of an Indemnified Person is permissible under this Section 12 only if (i) such Person reasonably believed that it conducted itself in good faith; (ii) such Person reasonably believed that its conduct was not opposed to the Company’s best interest and was within the authority delegated to it by this Agreement or by the Members (or in the case of inaction by the Indemnified Person, such Person did not intend its inaction to be harmful or opposed to the best interests of the Company); (iii) in the case of any criminal proceeding, such Person had no reasonable cause to believe its conduct was unlawful; (iv) such Person is not adjudged in any such proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent to have failed to meet the standard of conduct described in this Section 12(b); and (v) such Person acted without gross negligence, bad faith, fraud or willful misconduct.

(c)         An Indemnified Person who is a party to a proceeding may apply for indemnification from the Company to the court, if any, conducting the proceeding or to another court of competent jurisdiction.  On receipt of an application, the court, after giving notice the court considers necessary, may order indemnification if it determines:

(i)           in a proceeding in which the Indemnified Person is wholly successful, on the merits or otherwise, the Indemnified Person is entitled to indemnification under this Section 12, in which case the court shall order the Company to pay the Indemnified Person its reasonable expenses incurred to obtain such court ordered indemnification; or

(ii)          the Indemnified Person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Indemnified Person met the standard of conduct set forth in Section 12(b).

(d)         Nothing contained in this Section 12 shall limit or preclude the exercise or be deemed exclusive of any right under the law, by contract or otherwise, relating to indemnification of or advancement of expenses to any Person who is or was an Indemnified Person or is or was serving at the Company’s request as a member, officer, partner, manager, trustee, employee, or agent of another entity.  Nothing contained in this Section 12 shall limit the ability of the Company to otherwise indemnify or advance expenses to any Person.  It is the intent of this Section 12 to provide indemnification to Indemnified Persons to the fullest extent now or hereafter permitted by the law consistent with the terms or conditions of this Section 12.  Indemnification shall be provided in accordance with this Section 12 irrespective of the nature of the legal or equitable theory upon which a claim is made, including, without limitation, negligence, breach of duty, mismanagement, waste, breach of contract, breach of warranty, strict liability, violation of federal or state securities law, violation of the Employee Retirement Income Security Act of 1974, as amended, or violation of any other state or federal law or violation of any law of any other jurisdiction.

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(e)         For purposes of this Section 12:

(i)           The term “expenses” includes all direct and indirect costs (including, without limitation, counsel fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or out of pocket expenses) actually incurred in connection with the investigation, defense, settlement or appeal of a proceeding or establishing or enforcing a right to indemnification under this Section 12, applicable law or otherwise.

(ii)          The term “liability” means the obligation to pay a judgment, settlement, penalty, fine, excise tax (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.

(iii)         The term “party” includes a Person who was, is or is threatened to be made, a named defendant or respondent in a proceeding.

(iv)         The term “proceeding” means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal.

(f)          The Company may purchase and maintain insurance for its benefit, the benefit of any Person who is entitled to indemnification under this Section 12, or both, against any liability asserted against or incurred by such Person in any capacity or arising out of such Person’s service with the Company, whether or not the Company would have the power to indemnify such Person against such liability.

SECTION 13.  Exculpation.

13.1       Exculpation Generally.

(a)         No Indemnified Person shall be liable to the Company or any other Indemnified Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Indemnified Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Indemnified Person by this Agreement, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of such Indemnified Person’s fraud, gross negligence, bad faith or willful misconduct.

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(b)         An Indemnified Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Indemnified Person reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

13.2       Fiduciary and Other Duties.

(a)         An Indemnified Person acting under this Agreement will not be liable to the Company or to any other Indemnified Person for his, her or its good faith reliance on the provisions of this Agreement.  The provisions of this Agreement, to the extent that they restrict the duties (including fiduciary duties) and liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Indemnified Person.

(b)         Notwithstanding any other provision of this Agreement or otherwise applicable law, whenever in this Agreement an Indemnified Person is permitted or required to make a decision (a) in his, her or its discretion or under a grant of similar authority, the Indemnified Person will be entitled to consider only such interests and factors as such Indemnified Person desires, including his, her or its own interests, and will, to the fullest extent permitted by applicable law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person, or (b) in his, her or its good faith or under another express standard, the Indemnified Person will act under such express standard and will not be subject to any other or different standards.

SECTION 14.  Representations and Warranties.

14.1       Member Representations.  Each Member hereby represents and warrants to, and covenants and agrees with, the Company as follows:

(a)         The Membership Interests will be acquired for his, her or its own account (or for a separate account managed by such Member) for investment.  He, she or it intends to hold such securities acquired indefinitely and he, she or it is not purchasing such securities with a view toward distribution in a manner which would require registration under the Securities Act of 1933, as amended (the “Securities Act”), and he, she or it does not presently have any reasons to anticipate any change in his, her or its circumstances or other particular occasion or event which would cause he, she or it to sell such securities for which he, she or it hereby acquires.  Such Member recognizes that the Membership Interests have not been registered under the Securities Act, in reliance upon an exemption from such registration and agrees that he, she or it will not sell, offer for sale, Transfer, pledge or hypothecate his, her or its Membership Interests, in whole or in part (i) in the absence of an effective registration statement covering such Transfer, pledge or hypothecation, or if an exemption from registration is applicable, upon receipt by the Company of an opinion of counsel reasonably acceptable to the Company and his, her or its counsel, and (ii) except in compliance with all applicable provisions of this Agreement.

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(b)         Such Member’s authorization, execution, delivery and performance of this Agreement and any related agreements do not conflict with any other agreement or arrangement to which that Member is a party or by which he, she or it is bound.

(c)         Such Member has all requisite power and authority and, with respect to Members who are individuals, legal capacity, to execute and deliver this Agreement, to perform its obligations under this Agreement, and to consummate the transactions contemplated by this Agreement.  With respect to Members which are not individuals, the execution, delivery and performance of this Agreement by such Member have been duly authorized and approved by its board of directors (or similar governing body), and no other entity or stockholder action or proceeding on the part of such Member or such Member’s stockholders is necessary to authorize the execution, delivery and performance of this Agreement.  This Agreement has been duly executed and delivered by such Member and, assuming the due execution of this Agreement by each of the other Members party hereto, this Agreement constitutes a valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, except to the extent that such enforceability may be subject to, and limited by, applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally, and general equitable principles.

SECTION 15.  Miscellaneous.

15.1       Notices.  All notices and other communications under this Agreement shall be in writing and shall be deemed given when (a) delivered by hand, (b) transmitted by telecopier (and confirmed by return facsimile) or (c) delivered, if sent by Express Mail, Federal Express or other express delivery service, or registered or certified mail, return receipt requested, to the addressee at the address for such Member on Exhibit A hereto (or to such other addresses or telecopier number as a party may specify by notice given to the other party pursuant to this provision).

15.2       Amendments.  Except as otherwise provided herein, this Agreement may not be amended, modified or revised, in whole or in part, unless in writing signed by all Members.

15.3       Binding Effect.  The provisions of this Agreement and any amendments or modifications hereto shall be binding upon and inure to the benefit of the parties hereto, their respective personal representatives, heirs, successors and permitted assigns.

15.4       Headings.  All headings contained in this Agreement are inserted as a matter of convenience and for ease of reference only and shall not be considered in the construction or interpretation of any provision of this Agreement.

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15.5       Exhibits.  All exhibits annexed hereto are expressly made a part of this Agreement, as fully as though completely set forth herein, and all references to this Agreement herein or in any of such exhibits shall be deemed to refer to and include all such exhibits or schedules.

15.6       Terms.  Common nouns and pronouns shall be deemed to refer to masculine, feminine, neuter, singular or plural, as the identity of the Person or Persons may require.

15.7       Severability.  Each provision hereof is intended to be severable.  If any term or provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement.

15.8       Entire Agreement. This Agreement, including all Exhibits hereto, constitutes the entire agreement of the parties hereto with respect to the matters hereof and supersedes any prior oral and written understandings or agreements.

15.9       Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles thereof.

15.10     Jurisdiction; Venue; Service of Process.

(a)         Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York in New York County, or the United States District Court located in the State of New York, for the Southern District of New York, for the purpose of any action between the parties arising in whole or in part under or in connection with this Agreement, (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (iii) hereby agrees not to commence any such action other than before one of the above-named courts.  Notwithstanding the previous sentence a party may commence any action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

(b)         Any action brought by any party or any of its Affiliates arising in whole or in part under or in connection with this Agreement may only be instituted in a federal or state court in the State of New York, in New York County, and each party waives any claim or objection that it may now or hereafter have to the laying of venue of any such proceeding, and agrees not to assert that venue should properly lie in any other location.

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(c)         Each party hereby (i) consents to service of process in any action between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by New York law, (ii) agrees that service of process made in accordance with clause (i) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 15.1 above, will constitute good and valid service of process in any such action and (iii) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such action any claim that service of process made in accordance with clause (i) or (ii) does not constitute good and valid service of process.

15.11     Waiver of Jury Trial.  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT AND THAT ANY SUCH PROCEEDING WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

15.12     No Waiver.  No course of dealing between the Company and any Member, and no delay by the Company in exercising any right, power or remedy, shall operate as a waiver or otherwise prejudice the exercise by the Company of that right, power or remedy against that or any other Member.

15.13     No Partnership Intended for Nontax Purposes. Except for tax purposes, (a) the Members have formed the Company under the Act, and expressly do not intend hereby to form a partnership, either general or limited, (b) the Members do not intend to be partners to one another, or partners as to any third party, and (c) to the extent any Member, by word or action, represents to another Person that any Member is a partner or that the Company is a partnership, the Member making such wrongful representation shall be liable to any other Members who incur personal liability by reason of such wrongful representation.

15.14     Waiver of Partition.  Each Member agrees that irreparable damage would be done to the Company if any Member brought an action in court to dissolve the Company.  Accordingly, each Member agrees that he, she or it shall not, either directly or indirectly, take any action to require partition or appraisal of the Company or of any of the assets or properties of the Company, and notwithstanding any provisions of this Agreement to the contrary, each Member (and his, her or its successors and assigns) accepts the provisions of this Agreement as his, her or its sole entitlement on termination, dissolution and/or liquidation of the Company and hereby irrevocably waives any and all rights to maintain any action for partition or to compel any sale or other liquidation with respect to his, her or its interest, in or with respect to, any assets or properties of the Company.  Each Member agrees that he, she or it will not petition a court for the dissolution, termination or liquidation of the Company.

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15.15     Company Counsel.  Vick and Sher each acknowledges and agrees that in connection with the drafting of this Agreement, the Company is represented by the law firm of Sills Cummis & Gross P.C. (“SCG”), that SCG also represents Excel and its Affiliates in other matters, and that SCG shall continue to act as counsel to and represent the Company, Excel and/or its Affiliates in connection with this Agreement and other matters, so long as such matters do not pertain or relate to any interpretation, dispute or litigation involving this Agreement between the Company (and/or Excel and/or its Affiliates) and/or Vick and/or Sher.

15.16     Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.

MICHAEL VICK
BRIAN SHER
EXCEL CORPORATION
By:
	Ruben Azrak, President
V7 LLC
By:	EXCEL CORPORATION, Manager

By:
	Ruben Azrak, President

[Signature Page of V7 LLC Operating Agreement]

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EXHIBIT A

Membership Interests

Members	Initial Capital Contribution		Membership Interest
Michael Vick	$	560.00		56.0	%
Brian Sher	$	140.00		14.0	%
Excel Corporation	$	300.00		30.0	%
TOTAL:	$	1,000.00		100.0	%

OFFICERS

Name Office

SCHEDULE A

MARK

V7

2

SCHEDULE B

MASTER LICENSE

ATTACHED

3

EX-10.5

[EXECUTION VERSION]

MASTER LICENSE

           AGREEMENT dated as of  May __, 2011 between Michael Vick, an individual residing at ______________________________________ (hereinafter referred to as "Licensor") and V7 LLC, a Delaware limited liability company, with offices at 1384 Broadway, New York, New York (hereinafter referred to as "Licensee").

W I T N E S S E T H:

In consideration of the mutual covenants and the undertakings hereinafter set forth, Licensor and Licensee do hereby respectively grant, covenant, and agree as follows:

1.           Grant of License

1.1           Licensor hereby grants to Licensee, upon the terms and conditions hereinafter set forth, an exclusive 25 year license (the "License"), to use the name and mark annexed hereto as Exhibit “A” as modified by agreement between the parties from time to time (hereinafter referred to as the "Marks") throughout the world (the “Territory”).  Notwithstanding anything to the contrary contained herein, the License shall exclude shoes unless Licensor in its sole discretion elects to expand this License to include them.

1.2           In addition to the foregoing license, Licensor hereby grants to Licensee the right to sublicense the Marks in the Territory to those parties who have entered into license agreements with the Licensee.

1.3           Licensee shall use its commercially reasonable efforts to profitably exploit the license throughout the Territory.

2.           Term

2.1           This Agreement shall continue in force for 25 years, until and unless terminated sooner in accordance with Section 2.2.

2.2           This Agreement may be terminated only as follows:

(a)           By the mutual agreement of the parties;

(b)           By the Licensor upon written notice if Licensee has filed a petition for an order of relief under any bankruptcy law or if a petition for an order of relief under any bankruptcy law, is filed against it and is not discharged or dismissed within ninety (90) days thereafter;

(c)           By the Licensor upon written notice if, for more than ninety (90) days, Licensee has (i) ceased operations, or (ii) ceased to use commercially reasonable efforts to exploit the license granted hereunder, and, after receipt of written notice from Licensor detailing such default, Licensee has failed to cure, or to take good faith measures to cure such default within sixty (60) days; provided, however, that if Licensor has exercised this right with respect to subclause (ii), the license granted hereunder shall be terminated only with respect to such product categories in which Licensor ceased to use commercially reasonable efforts to exploit the license, however the Agreement shall continue in full force with respect to all other product categories.

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3.           Representations and Warranties

3.1           Licensor represents and warrants that it owns common law right in the Mark and has filed Intent to Use applications for the Mark in the United States Trademark Office in International Classes 3, 18 and 25, it has the power and authority to enter into this Agreement and to perform all of its obligations hereunder, and the license granted hereunder does not conflict with any agreement, obligation or order by which Licensor is bound.

3.2           Licensee represents and warrants that it has all requisite power and authority to execute, deliver and perform this Agreement, and that all necessary corporate proceedings of Licensee have been duly taken to authorize the execution, delivery and performance of this Agreement by Licensee.

4.           Royalty

4.1           The license granted by Licensor hereunder shall be royalty-free; provided, however, that Licensee shall reimburse Licensor fully for any funds expended by Licensor in registering, securing, acquiring, maintaining or protecting the Mark.

5.           Marks

5.1           Licensor shall have the final and absolute right to approve all aspects of design, contents, packaging, workmanship and quality and all other characteristics of products utilizing the Licensed Mark.  All such approvals shall be at Licensor’s reasonable judgment.

5.2           Licensee will use the Marks in the Territory strictly in compliance with applicable legal requirements and will use such markings in connection therewith as may be reasonably required by Licensor and by applicable laws.  Licensee shall, at its own cost, take all commercially reasonable steps that are necessary in Licensee’s good faith judgment to protect and preserve the legal rights of Licensee and Licensor in the Marks, and shall take no action in derogation of said rights. Licensor agrees to cooperate, and take such further efforts, including without limitation the signing and delivery of documents, and giving of statements, as reasonably required to register, secure, acquire, maintain, enforce, and promote the Mark without consideration except for reimbursement of out of pocket costs.

6.           Assignment

6.1           This Agreement may not be assigned without the express written expression of each of the parties to it.

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7.           Relationship of Parties; No Franchise

7.1           Nothing contained in this Agreement shall be construed to place the parties in a relationship of legal representatives, partners, joint ventures, or agents and Licensee shall have no power or authority to obligate or bind Licensor in any manner whatsoever or to assume or create any obligation or responsibility whatsoever, express or implied, on behalf of Licensor in any manner or to make any representation, warranty, covenant, agreement or commitment for or on behalf of Licensor.

7.2           The parties acknowledge and agree that this Agreement is an intellectual property rights License Agreement and does not constitute, and shall not be construed as, a franchise agreement.  The parties further acknowledge and agree that state and federal franchise and business opportunity laws do not and will not apply to this Agreement or to the relationship between Licensee and Licensor and their respective rights and obligations hereunder.  The parties agree that, due to their respective business backgrounds and prior licensing experience, they do not need the protection of state or federal franchise or business opportunity laws.

8.           Miscellaneous Provisions

8.1           This Agreement contains the entire understanding and agreement between the parties hereto with respect to the subject matter hereof, supersedes all prior oral and written understandings and agreements relating thereto, and may not be modified, discharged or terminated orally.  Notwithstanding anything in this Agreement to the contrary, however, the parties acknowledge that this Agreement shall not supersede, replace, or modify, and is an exhibit to,  the Limited Liability Company Agreement of V7 LLC which shall remain in full force and effect according to its terms.

8.2           (a)           This Agreement is made in and shall be governed and construed in accordance with the laws of the State of New York, without giving effect to principles of conflict of laws.

(b)           IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO THAT THEY HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE OTHER IN ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.

(c)           The parties hereto shall use commercially reasonable efforts to settle by mutual agreement any disputes or controversies between the parties which may arise out of or in relation to this Agreement. If any such disputes or controversies cannot be settled by the parties, the parties consent to the sole and exclusive jurisdiction of the Supreme Court of the State of New York and the United States District Court for the Southern District of New York, for all purposes in connection with any proceedings between them.  The parties consent that any process or notice of motion or other application to either of said courts, in any paper in connection with the proceedings may be served by certified mail, return receipt requested, or by personal service or in such other manner as may be permissible under the rules of the applicable court, provided a reasonable time for appearance is allowed.

(d)           Should any claim be brought against Licensor by any party with respect to any matter involving, relating or pertaining, directly or indirectly, to any license or sublicense granted by Licensee pursuant to this Agreement, or any activity of any third party related to any such license or sublicense, or any product manufactured by any party where such product bears any of the Marks, Licensee shall fully indemnify and defend Licensor with respect to such claims, including reimbursement of such reasonable attorney fees as are incurred by Licensor with respect to same, unless such claim was the result of a breach by Licensor of Licensor’s representations, warranties or agreements hereunder.

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8.3           This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day and year first above written.

Licensor:

Michael Vick

Licensee:

V7 LLC

By:  EXCEL CORPORATION, Manager

By:
	Ruben Azrak, President

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Exhibit “A”

Marks

V7

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EX-23.1

CONNOLLY, GRADY & CHA, P.C.

Certified Public Accountants

CONSENT OF PUBLIC ACCOUNTANTS

Re: Excel Corporation

We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form S-1 for Excel Corporation of our report dated March 29, 2011, relating to the December 31, 2010 financial statements of Excel Corporation, which appear in such Prospectus. We also consent to the reference to us under the heading “Experts”.

/s/ CONNOLLY, GRADY & CHA, P.C.

Pliladelphia, Pennsylvania

June 15, 2011

EX-23.2

MEISTER SEELIG & FEIN LLP

June 15, 2011

Board of Directors

Excel Corporation

1384 Broadway, 17th Floor

New York, New York 10018

Re: Excel Corporation

We hereby consent to the discussion in the Registration Statement of our opinion, to the filing of our opinion as an exhibit to the Registration Statement, and to the references to our firm under the caption “Interest of Named Experts and Counsel” in the Registration Statement.

Sincerely,

/s/ MEISTER SEELIG & FEIN LLP

CORRESP

VIA EDGAR AND OVERNIGHT MAIL

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Mail Stop 4561

Washington, D.C. 20549-4561

Attention: Evan Jacobson

Tamara Tangen

Re: Excel Corporation.

Registration Statement on Form S-l (File No. 333-173702)

Ladies and Gentlemen:

On behalf of Excel Corporation (the “Company”), we are hereby filing Amendment No. 2 (“Amendment No. 1”) to the Company’s above-referenced Registration Statement on Form S-1, which was initially filed with the Securities and Exchange Commission (the “Commission”) on April 25, 2011 (the “Registration Statement”). For your convenience, we have enclosed a courtesy package which includes two copies of Amendment No. 1 which have been marked to show changes from the filing of the Registration Statement.

Amendment No. 2 has been revised to reflect the Company’s responses to the comments received by email on June 10, 2011 from the staff of the Commission (the “Staff”) and to update information related to a transaction involving the Company that closed subsequent to the filing of Amendment Number 1. For ease of review, we have set forth below each of the numbered comments of your letter and the Company’s responses thereto.

Risk Factors

“We are subject to local laws and regulations in the U.S…,” page 9

1. As noted in prior comment 10, this risk factor appears to apply to any domestic issuer. Please revise to discuss any current or anticipated laws and regulations that specifically apply to and have a material impact on your business. See Item 503(c) of Regulation S-K.

Response

This Risk Factor has been deleted as there doesn’t appear to be any laws or regulations relating to the license of brands and infringement of intellectual property rights is already covered in other risk factors.

“Conflicts of interest may arise with our officers and directors,” page 11

2. We note your response to prior comment 9. Please revise to explain how your officers and directors will comply with their obligations to your shareholders under Delaware law.

Response

Complied with. This Risk Factor has been amended to reflect the provisions of Section 144 of the Delaware General Corporation Law.

Principal Shareholders, page 24

3. We note your response to prior comment 12. It appears that the number and percentage of shares attributable to Ruben Azrak should be increased by 6,902,600 shares to include his beneficial ownership of the shares held by the Azrak Family 2010 Irrevocable Trust. See Instruction 2 to Item 403 of Regulation S-K. Please revise.Please revise to state the percentage of voting interest that your officers and directors will have after the offering.

Response

Complied with. Ruben Azrak’s ownership in the table has been amended as has footnote 6 to the table.

Additional changes and Exhibits

The Business Summary on page 5 and the Description of Business on page 27 have been amended to reflect the V7 transaction. Copies of the V7 LLC Operating Agreement and License Agreement have been filed as Exhibits 10.4 and 10.5. In addition, update consent of the auditors and counsel have been filed as Exhibits 23.1 and 23.2.

Kindly feel free to contact me with any questions or comments.

Sincerely,

MEISTER SEELIG & FEIN LLP

Mitchell Lampert