10-Q 1 v313931_10q.htm FORM 10-Q

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

FORM 10-Q

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

For the quarterly period ended March 31, 2012

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

For the transition period from ______ to ________

Commission File Number: 333-173702

Excel Corporation

(Exact name of registrant as specified in its charter)

Delaware	27-3955524
(State or other jurisdiction of	(I.R.S. Employer)
incorporation or organization)	Identification No.)

1384 Broadway, 17th Floor, New York, NY	10018
(Address of principal executive offices)	(Zip Code)

212-391-4600

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

___________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, accelerated filer, non-accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares common stock, $.0001 par value, outstanding as of May 17, 2012 was 30,486,000.

Excel Corporation

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheet as of March 31, 2012 and December 23, 2011	3

	Consolidated Statements of Operations for the three months ending March 31, 2012 and 2011 (unaudited) and from inception on November 13, 2010 through March 31, 2012 (unaudited)	4

	Consolidated Statement of stockholders Equity for the three months ended March 31, 2012	5

	Consolidated Statements of Cash Flows for the three-month period ended March 31, 2012 and 2011 (unaudited) and from inception on November 13, 2010 through March 31, 2012 (unaudited)	6-7

	Notes to Financial Statements (unaudited)	8-15

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	17

Item 4.	Controls and Procedures	17

PART II - OTHER INFORMATION

Item 5.	Other Information

Item 6.	Exhibits	18

Signatures		19

Exhibit Index		20

Excel Corporation and Subsidiary

(A Development Stage Company)

Consolidated Balance Sheet

	March 31,			December 31,
	2012			2011
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	669,039		$	473,058

OTHER ASSETS
License agreements		200,000			200,000
Note receivable		1,050,000
		1,250,000			200,000

Total assets		1,919,039			673,058

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Accounts payable		37,911			38,883
Accrued expenses		82,231
Note payable		120,000			120,000
Corporate taxes payable		149			2,900
		240,291			161,783

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 30,486,000 issued and outstanding		3,049			3,049
Additional paid-in capital		575,267			575,267
Deficit accumulated during the developmental stage		(224,568	)		(67,041	)
Total stockholders’ equity		353,748			511,275

Accumulated minority interest		1,325,000

Total Equity		1,678,748			511,275

Total Liabilities and Stockholders’ Equity	$	1,919,039		$	673,058

See notes to the unaudited consolidated financial statements.

Excel Corporation and Subsidiary

(A Development Stage Company)

Consolidated Statement of Operations

(Unaudited)

							From Inception on
							November 13, 2010
	Three Months Ended						through
	March 31, 2012			March 31, 2011			March 31, 2012
REVENUES
Revenue	$			$			$

Less: Cost of sales
Gross profit		-0-			-0-			-0-

EXPENSES
Filing fees		1,000			1,400			13,935
Edgar filing fees		2,175						9,426
Advertising		11,472						11,472
Telephone		836						836
Outside services		40,231						40,231
Transfer agent fees		2,075						5,175
Legal and accounting		96,808						137,453
Automobile		877						877
Bank charges		113						138
Miscellaneous		1,940						2,065
Total expenses		157,527			1,400			221,608

Net loss before income taxes		(157,527	)		(1,400	)		(221,608	)

INCOME TAXES
Current								2,960
Deferred
Total income taxes								2,960

Net (Loss)	$	(157,527	)	$	(1,400	)	$	(224,568	)

(Loss) per common share		(0.00517	)		(0.00005	)		(0.00737	)

See notes to the unaudited consolidated financial statements.

Excel Corporation

(A Development Stage Company)

Consolidated Statement of Stockholders’ Equity

For the Three Months Ended March 31, 2012

(Unaudited)

									Deficit
									Accumulated
							Additional		During the
	Preferred Stock		Common Stock				Paid-In		Development
	Shares	Amount	Shares		Amount		Capital		Stage
Balance -
December 31, 2011		$		30,486,000	$	3,049	$	575,267	$	(67,041	)

Net loss -
January 1, 2012 to
March 31, 2012										(157,527	)

Balance -
March 31, 2012		$		30,486,000	$	3,049	$	575,267	$	(224,568	)

See notes to the unaudited consolidated financial statements.

Excel Corporation

(A Development Stage Company)

Consolidated Statement of Cash Flows

(Unaudited)

							From Inception on
							November 13, 2010
	Three Months Ended						through
	March 31, 2012			March 31, 2011			March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(157,527	)	$	(1,400	)	$	(224,568	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Decrease in taxes payable		(2,751	)					149
Decrease in accounts payable		(972	)					37,911
Increase in accrued expenses		82,231						82,231
Net cash (used in) operating activities		(79,019	)		(1,400	)		(104,277	)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in minority interest		1,325,000						1,325,000
Issuance of common stock					182,722			3,049
Increase in additional paid in capital								575,267
Increase in note payable								120,000
Net cash provided by financing activities		1,325,000			182,722			2,023,316

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in note receivable		(1,050,000	)					(1,050,000	)
Increase in licensing agreement								(200,000	)
Net cash (used in) provided by investing activities		(1,050,000	)		-0-			(1,250,000	)

Net Increase in Cash and Cash Equivalents		195,981			181,322			669,039

Cash and Cash Equivalents – Beginning of Period		473,058			40,722			0

Cash and Cash Equivalents – End of Period	$	669,039		$	222,044		$	669,039

Excel Corporation

(A Development Stage Company)

Consolidated Statement of Cash Flows

Three Months Ended March 31, 2012

(Unaudited)

(Continued)

					From Inception on
					November 13, 2010
	Three Months Ended				through
	March 31, 2012		March 31, 2011		March 31, 2012

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Taxes	$	2,751	$	-0-	$	2,751
Interest	$	-0-	$	-0-	$	-0-

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
For the period ended March 31, 2012		NONE		NONE		NONE

See notes to the unaudited consolidated financial statements.

Excel Corporation and Subsidiary

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

March 31, 2012

ORGANIZATION AND OPERATIONS

Excel Corporation (the “Company”) was organized November 13, 2010 as a Delaware corporation. The Company owns 100% of the common stock of XL Fashions, Inc. (subsidiary). The Company is considered a development stage company as defined by FASB ASC 915-205-45-6. The Company is currently devoting substantially all of its efforts in acquiring, developing and licensing 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Date of Management’s Review of Subsequent Events

The Company has evaluated subsequent events through the filing date of this report and determined that there were no recognized or non-recognized subsequent events to report.

Basis of Consolidation

The accounting and reporting policies of the Company conform with U.S. generally accepted accounting principles (“GAAP”). The consolidated financial statements of the Company include the accounts of Excel Corporation and its subsidiary, XL Fashions, Inc. All intercompany accounts and transactions have been eliminated in consolidation.

Accounting Method

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

Revenue Recognition

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

Excel Corporation and Subsidiary

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

March 31, 2012

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.

Income Taxes

Income taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to tax net operating loss carryforwards.

The deferred tax assets and liabilities represent the future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be beyond the Company’s control, it is at least reasonably possible that management’s judgment about the need for a valuation allowance for deferred taxes could change in the near term.

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.

Excel Corporation and Subsidiary

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

March 31, 2012

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2011, the FASB issued Accounting Standards Update No. 2011-08, Intangibles – Goodwill and Other (Topic 350) – Testing Goodwill for Impairment (ASU 2011-08), to simplify how entities test goodwill for impairment. ASU 2011-08 allows entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If a greater than 50 percent likelihood exists that the fair value is less than the carrying amount then a two-step impairment test as described in Topic 350 must be performed. The guidance provided by this update becomes effective for annual and interim impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this standard is not expected to have a material impact on the Company’s financial position and results of operations.

FAIR VALUE MEASUREMENTS

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.

ASC Topic No. 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:

Level 1: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2:

Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.

Level 3: Level 3 inputs are unobservable inputs.

The following required disclosure of the estimated fair value of financial instruments has been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The methods and assumptions used to estimate the fair values of each class of financial instruments are as follows:

Cash and Cash Equivalents, Accounts Payable, and Corporate Tax Payable

The items are generally short-term in nature, and accordingly, the carrying amounts reported in the consolidated statements of financial condition are reasonable approximations of their fair values.

Excel Corporation and Subsidiary

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

March 31, 2012

FAIR VALUE MEASUREMENT (Continued)

Note Receivable

The carrying amount approximates the fair value.

License Agreements and Note Payable

The carrying amounts approximate the fair value.

INCOME TAXES

The Company accounts for income taxes in accordance with FASB Accounting Standards Codification Topic 740-10 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. At March 31, 2012, the Company has available unused operating loss carryforwards of approximately $67,000 which may be applied against future taxable income which expires in various years between 2025 and 2026.

The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined because of the uncertainty surrounding the realization of the loss carryforwards. The Company has established a valuation allowance equal to the effect of the loss carryforwards and, therefore, no deferred tax asset has been recognized for the loss carryforwards.

STOCKHOLDERS' EQUITY

At March 31, 2012, 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.

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, 2012, no options have been issued.

Excel Corporation and Subsidiary

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

March 31, 2012

RELATED PARTY TRANSACTIONS

In December 2010, officers of the Company purchased 21,121,000 shares of the Company or 75% of the stock issued.

LOSS PER SHARE

Loss per share is based on the weighted average number of common shares. Dilutive loss per share was not presented as of March 31, 2012 because it would have had an antidilutive effect on earnings.

The following is a reconciliation of the numerators and denominators of the basic per share calculation for the three months ended March 31, 2012 and 2011 and for the period November 13, 2010 (date of inception) through March 31, 2012.

							November 13, 2010
							(date of inception)
	Three Months Ended						through
	March 31, 2012			March 31, 2011			March 31, 2012
Loss from continuing operations available to common stockholders		(162,027	)		(1,400	)		(224,568	)

Weighted average number of common shares outstanding used in earnings per share during the period		30,486,000			30,486,000			30,486,000

Loss per common share		(.00531	)		(.00005	)		(.00737	)

10.

LICENSING AGREEMENTS

Stand up to Cancer Agreement

On September 2, 2011, Excel Corporation, the “Licensee”, entered into a License Agreement with the Entertainment Industry Foundation, the “Licensor”, in which the Licensor granted the Licensee the exclusive right to manufacture, advertise, and distribute licensed products in a Territory as defined in the License Agreement. The term of the License Agreement commences on the effective date “September 2, 2011 and expires on December 31, 2014.

Excel Corporation

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

March 31, 2012

10.

LICENSING AGREEMENTS (Continued)

The Agreement calls for the Licensee to pay the Licensor royalties based on six percent (6%) of net sales as defined in the Agreement. The Licensee was required and paid a “Guaranteed Minimum Royalty and Advance” of $50,000 upon execution of the agreement (September 2, 2011). Another $50,000 advance is due August 1, 2012. These Royalty deposits will be applied against royalties to be paid to the Licensor.

Provided that the Licensee is not in default of the Agreement, an additional two year renewal option is available with the same term and conditions which calls for an additional Guaranteed Minimum Royalty amount of $250,000 to be paid during the first year of the renewal term ending December 31, 2015.

Master License Agreement (Michael Vick)

On June 9, 2011, Excel Corporation “the Licensee” entered into a Master License Agreement with Michael Vick, “the Licensor”, which grants the Licensee an exclusive twenty-five year license to use the name and mark, referred to as the “Marks” pursuant to the “Master License” throughout the world. The license granted under the agreement is royalty free, provided that the Licensor is reimbursed for funds expended in registering, securing, acquiring, maintaining, or protecting the Mark.

In addition, the Licensor retains the absolute right to approve the design, content, packaging, and all other product characteristics utilized in the licensed Mark.

Sales Agreement (Billy Martin)

On October 21, 2011, Excel Corporation entered into an Agreement of Sale with Real American Capital Corp to purchase the assets of the business known as “Billy Martin’s”, collectively the “Assets”. The assets include the following:

All rights, title and interest in and under the trademarks including all claims associated with the license, the “Trademarks”.

The right, title and interest of the Seller in the name of Billy Martin’s, the “Name”.

Any goodwill associated with the trademark, the “Goodwill”.

Any furniture, furnishings, fixtures, “fixtures and equipment”, as defined in the agreement.

The purchase price for the assets above is $150,000 due as follows:

$30,000 due at closing, October 24, 2011. – (Paid)

An additional $120,000 at closing (October 24, 2011) by the execution of a Promissory Note by the Purchaser to the seller. This note calls for $30,000 payments at zero percent interest (0%) commencing October 17, 2012, and continuing on the 17^th of October of each succeeding year, until Note is paid.

Excel Corporation

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

March 31, 2012

10.

LICENSING AGREEMENTS (Continued)

Representation Agreement (Soupman Inc.)

On February 4, 2012, Excel Corporation entered into an Agreement with Soupman, Inc. (Principal). Pursuant to the agreement, the Principal has designated Excel as the exclusive licensing agent in the Territory, as defined in the Agreement. As licensing agent, Excel Corp will negotiate and service licensing agreements on behalf of the Principal.

As compensation, Excel will receive 25% of all licensing revenue from agreements executed pursuant to the terms of the Representation Agreement and five percent (5%) of other licensing revenue as defined in the Agreement. All payments from License Agreements are made payable to the Principal and after such payment, the Agent (Excel Corp) will be paid the commission as indicated above.

The initial term of the Agreement is for one year and automatically renews provided that the Agent has submitted to the Principal a minimum of five potential license applications. Subsequent to the second year, the Agreement will terminate unless extended by written agreement.

Licensing Agreement (Camuto Consulting)

On February 21, 2012, Excel Corporation entered into an Agreement with Camuto Consulting, Inc. (the “Company”), in which the Company engaged Excel Corp as the Licensing Agent to identify and secure licenses as applicable. The Agreement is for a one year term and expires February 28, 2013.

Compensation to the Licensing Agent pursuant to the agreement is as follows:

Commissions payable at six and a half (6.5%) on Royalties earned and received by the Company during the first term of solicited agreements with eligible Licensees that are executed.

Commissions payable at five (5%) on Royalties earned and received by the Company during any renewal term of solicited agreements with eligible Licensees that are executed.

Licensing Agreement (Benedetto Arts, LLC)

On May 3, 2012 Excel Corporation entered into an Agreement with Bendetto Arts, LLC (“BA”), in which BA will utilize Excel Corp as an independent contractor for the solicitation of licensing opportunities. As compensation for its services, Excel will receive a commission based on 20% of Gross Revenue as defined in the Agreement.

The term of the Agreement is for one year commencing on May 3, 2012 with an option to extend if both parties agree. In addition, if Excel Corp does not deliver three business opportunities from the May 3, 2012 date, BA has the right to terminate the Agreement.

Excel Corporation

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

March 31, 2012

11.

NOTE RECEIVABLE

On January 23, 2012, Excel Corporation’s wholly owned subsidiary, XL Fashions Inc. entered into an Agreement with Orix Venture Finance. Pursuant to the Agreement, XL Fashions acquired a $3.4 Million dollar senior secured loan and warrant from Orix to purchase Class A Preferred Units of e-Fashions Solutions, LLC (“e-Fashions”). Orix was E-Fashions senior secured lender and the loan is secured by all assets of e-Fashions.

As part of the Agreement, Orix assigned registration rights to XL Fashions requiring e-Fashions to register the securities underlying the warrant. The purchase price paid by XL for the loan, warrant and related rights was $1,050,000. As of March 31, 2012, XL has a balance of $20,120 payable to Orix for the purchase of the Note Receivable.

The funds that XL Fashions utilized for the acquisition were raised from the sale of 9,608,412 shares of its Preferred stock, at a price of $.1379 per share. The shares will convert on a one for one basis for shares of common stock of the parent (Excel Corporation) upon the closing of the acquisition of e-Fashions. The loan is secured by all the assets of e-Fashions.

12.

MINORITY INTEREST

Minority interest consists of the stockholders who hold the preferred stock of XL Fashions, Inc.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For this purpose any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects” and similar expressions are intended to identify forward-looking statements. These statements involve unknown risks, uncertainties and other factors, which may cause our actual results to differ materially from those implied by the forward looking statements. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include those risks identified in “Item 2.01-Risk Factors” and other risks identified in our Prospectus dated July 25, 2011. There have been no material changes from the risk factors previously disclosed in our Prospectus dated July 25, 2011. Such forward-looking statements represent management’s current expectations and are inherently uncertain. Readers are cautioned that actual results may differ from management’s expectations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current Overview

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, 2012.

Losses for the period ended March 31, 2012 was $157,527 compared to a loss of $1,400 for the period ended March 31, 2011. Paid In Capital for the period ended March 31, 2012 was $575,267.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP.

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 Financing Arrangements

We do not have any off-balance sheet financing arrangements.

Results of Operations

During the three months ended March 31, 2012, we had a loss of $157, 527 compared to a loss of $1,400 for the three months ended March 31, 2011.

During the three months ended March 31, 2012, we had general and administrative expenses of $157,527 compared to $1,400 for the three months ended March 31, 2011.

Liquidity and Capital Resources

On March 31, 2012, we had positive working capital of $428,748. While we expect that this may be sufficient to operate our business through the end of 2012, there can be no assurance that we will not need additional capital for operations. If we require additional capital, we may attempt to raise additional funds through sales of common stock or borrowings, but there are no assurances that we will raise sufficient amounts to meet our current needs.

Apart from our commitments related to our contracts, we have ongoing commitments for normal business expenses, including salaries, benefits and the like, and have made no other long term financial commitments pending receipt of additional funding. Should we not receive any additional funds, our priorities will be to exploit our current licenses.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

We do not consider the effects of interest rate movements to be a material risk to our financial condition. We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures

Based on management’s evaluation (with the participation of our Chief Executive Officer (CEO) and Chief Accounting Officer), as of the end of the period covered by this report, our CEO and Chief Accounting Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 5. Other Information

Representation Agreement (Soupman Inc.)

Licensing Agreement (Camuto Consulting)

Compensation to the Licensing Agent pursuant to the agreement is as follows:

Commissions payable at six and a half (6.5%) on Royalties earned and received by the Company during the first term of solicited agreements with eligible Licensees that are executed.

Commissions payable at five (5%) on Royalties earned and received by the Company during any renewal term of solicited agreements with eligible Licensees that are executed.

Licensing Agreement (Benedetto Arts, LLC)

Item 6. Exhibits

10.1		Representation Agreement between Soupman Inc. and Excel Corporation dated February 4, 2012.

10.2		Licensing Agreement between Camuto Consulting, Inc. and Excel Corporation dated February 21, 2012.

10.3		Licensing Agreement between Bendetto Arts, LLC and Excel Corporation dated May 3, 2012.

31.1		Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Ruben Azrak, Chief Executive Officer and Principal Accounting Officer of Excel Corporation.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Ruben Azrak, Chief Executive Officer and Principal Accounting Officer of Excel Corporation.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 18, 2012	EXCEL CORPORATION
	(Registrant)



	By:	/s/ Ruben Azrak
		Ruben Azrak
		Chief Executive Officer (Principal Executive Officer)




	By:	/s/ Ruben Azrak
		Ruben Azrak
		Principal Accounting Officer

Exhibit Index

Exhibit
Number

Description

10.1		Representation Agreement between Soupman Inc. and Excel Corporation dated February 4, 2012.

10.2		Licensing Agreement between Camuto Consulting, Inc. and Excel Corporation dated February 21, 2012.

10.3		Licensing Agreement between Bendetto Arts, LLC and Excel Corporation dated May 3, 2012.

31.1		Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Ruben Azrak, Chief Executive Officer and Principal Accounting Officer of Excel Corporation.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Ruben Azrak, Chief Executive Officer and Principal Accounting Officer of Excel Corporation.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document