10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2014

o 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 incorporation or organization)	(I.R.S. Employer Identification Number)

595 Madison Avenue, Suite 1101, New York, NY	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:   212-921-2000

Not Applicable

(Former name or former address, 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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company.  See definition of “large accelerated filer”, “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
(Do not check if a smaller reporting company)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x

As of May 20, 2014, there were 89,293,462 shares of Company’s common stock, par value $0.0001 per share, issued and outstanding.

EXCEL CORPORATION

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets at March 31, 2014 (unaudited) and December 31, 2013	1
Consolidated Statements of Operations for the three months ended March 31, 2014 and 2013 (unaudited), and from inception, November 13, 2010  to March 31, 2014 (unaudited)	2
Consolidated Statements of Changes in Stockholders' Equity from inception, November 13, 2010 to March 31, 2014 (unaudited)	3
Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013 (unaudited), and from inception, November 13, 2010  to March 31, 2014 (unaudited)	4
Notes to Unaudited Consolidated Financial Statements	5
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
Overview	12
Results of Operations	13
Liquidity and Capital Resources	13
Significant Accounting Policies	14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4. CONTROLS AND PROCEDURES	15
PART II. OTHER INFORMATION	16
ITEM 1. LEGAL PROCEEDINGS	16
ITEM 1A. RISK FACTORS	16
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	17
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	17
ITEM 4. MINE SAFETY DISCLOSURE	17
ITEM 5. OTHER INFORMATION	17
ITEM 6. EXHIBITS	18
Ex-10.01
Ex-31.1
Ex-31.2
Ex-32.1
Ex-32.2

Excel Corporation and Subsidiaries
(A Development Stage Company)
Consolidated Balance Sheet
	March 31,			December 31,
	2014			2013
ASSETS	(Unaudited)
Current Assets
Cash and cash equivalents	$	26,242		$	8,328
Accounts receivable					2,250
Prepaid expenses		13,536			32,979
Total current assets		39,778			43,557
Other Assets
Security deposits		7,939			7,939
Total other assets		7,939			7,939
Total Assets		47,717			51,496
LIABILITIES
Current Liabilities
Accounts payable		142,869			146,949
Accrued payroll and payroll liabilities		210,126			66,113
Other accrued liabilities		14,883			12,039
Advances		175,000			150,000
Total current liabilities		542,878			375,101
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 68,693,462 and 67,064,892 shares   issued and outstanding as of March 31, 2014 and December 31, 2013   respectively		6,869			6,706
Additional paid-in capital		1,160,784			1,010,947
Accumulated (deficit)		(1,662,814	)		(1,341,258	)
Total stockholders' (deficit)		(495,161	)		(323,605	)
Total Liabilities and Stockholders' Equity	$	47,717		$	51,496

See notes to unaudited consolidated financial statements.

1

Excel Corporation and Subsidiaries
(A Development Stage Company)
Consolidated Statement of Operations
(Unaudited)
	For the Three Months Ended						From Inception November 13, 2010 through
	March 31,						March 31,
	2014			2013			2014
Revenues
Commission income	$	11,166		$	-		$	44,181
Management fee income								209,750
Residual income								92,092
Lease income		10,322						21,426
Service fee income					22,500			94,000
Total Income		21,488			22,500			461,449
Cost of Sales
Commissions & other merchant costs		3,622						48,692
Total Cost of Sales		3,622						48,692
Gross Profit		17,866			22,500			412,757
Sales, General and Administrative Expense
Payroll		203,258			139,430			890,295
Legal & professional fees		46,800			46,860			472,918
Outside services		24,516			11,818			359,060
Rent		12,000						48,000
Bad debt								33,281
Travel		17,926			8,422			49,107
Marketing & advertising		5,606			25,387			107,813
Insurance		8,904			1,640			37,345
Miscellaneous SG&A expense		20,412			16,366			163,892
Total SG&A Expense		339,422			249,923			2,161,711
Net (loss) before other income and income taxes		(321,556	)		(227,423	)		(1,748,954	)
Other Income
Gain on sale of note receivable								220,313
Referral fee income								1,250
Interest income					927
Miscellaneous other income								450
Total other income					927			222,013
Other Expense
Loss on acquisition of subsidiary					20,868			20,868
Miscellaneous other expense								115,005
Total other expense					20,868			135,873
Net (loss) before income taxes		(321,556	)		(247,364	)		(1,662,814	)
Income Taxes
Current
Deferred
Total income taxes		-			-			-
Net income (loss)	$	(321,556	)	$	(247,364	)	$	(1,662,814	)
Loss Per Share
Basic & Diluted	$	(0.005	)	$	(0.004	)	$	(0.025	)
Weighted Average Shares Outstanding
Basic & Diluted		67,191,559			60,357,648			67,191,559

See notes to unaudited consolidated financial statements.

2

Excel Corporation and Subsidiaries
(A Development Stage Company)
Consolidated Statement of Stockholders’ Equity (unaudited)
From November 13, 2010 (Date of Inception) to March 31, 2014
	Preferred Stock			Common Stock						Additional Paid-in			Deficit Accumulated During the 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
Less: 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 $.40 per share					1,500,000			150			599,850
Less: Stock offering costs											(63,156	)
Net loss for the year ended
December 31, 2011														(66,291	)
Balance, December 31, 2011		$	-		30,486,000		$	3,049		$	575,267		$	(67,041	)
Retirement of common stock
at .0001 per share					(50,000	)		(5	)		5
Issuance of common stock for
exchange of subsidiaries
preferred stock @ .1379 per
share					1,087,745			108			149,892
Net loss for the year ended
December 31, 2012														(333,638	)
Balance, December 31, 2012					31,523,745		$	3,152		$	725,164		$	(400,679	)
Issuance of common stock for
exchange of subsidiaries
preferred stock @ .1379 per
share					2,008,701			201			276,799
Issuance of common stock for
acquisition of Excel Business Solutions
at par value (.0001 per share)					33,532,446			3,353
Recognition of options vested
on April 11, 2013											8,984
Net loss for the period
January 31, 2013 - December 31, 2013														(940,579	)
Balance, December 31, 2013		$	-		67,064,892		$	6,706		$	1,010,947		$	(1,341,258	)
Issuance of common stock
at .07 per share					1,428,570			143			99,857
Issuance of common stock
at .25 per share					200,000			20			49,980
Net loss for the period
January 1, 2014 - March 31, 2014														(321,556	)
Balance, March 31, 2014		$	-		68,693,462		$	6,869		$	1,160,784		$	(1,662,814	)

See notes to unaudited consolidated financial statements.

3

Excel Corporation and Subsidiaries
(A Development Stage Company)
Consolidated Statement of Cash Flows
(Unaudited)
	For the Three Months Ended						From Inception November 13, 2010 through
	March 31,						March 31,
	2014			2013			2014
Operating Activities:
Net Income	$	(321,556	)	$	(247,364	)	$	(1,662,814	)
Adjustments to reconcile net loss to net cash provided
by (used in) Operating Activities:
Changes in operating assets and liabilities:
Decrease (increase)
Accounts receivable		2,250			(7,500	)
Prepaid and other current assets		19,443			(99,756	)		(13,536	)
Security deposits					(7,939	)		(7,939	)
Accrued interest on note					(927	)
Increase (decrease)
Accounts payable		(4,080	)		(4,745	)		142,869
Accrued payroll & payroll liabilities		144,013			26,099			210,126
Other accrued liabilities		2,844			(2,896	)		14,883
Net cash (used in) operating activities		(157,086	)		(345,028	)		(1,316,411	)
Cash flows from investing activities:
(Increase) in due from notes receivable					(3,353	)
Payments on notes payable								(120,000	)
Proceeds from advances		25,000						295,000
Net cash provided by (used in) investing activities		25,000			(3,353	)		175,000
Cash flows from financing activities:
Issuance of shares subject to mandatory redemption					(20,000	)
Issuance of common stock		150,000			44,122			1,167,653
Net cash provided financing activities		150,000			24,122			1,167,653
Net increase (decrease) in cash		17,914			(324,259	)		26,242
Cash - beginning		8,328			646,236
Cash - Ending	$	26,242		$	321,977		$	26,242

See notes to unaudited consolidated financial statements.

4

Excel Corporation and Subsidiaries

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

March 31, 2014

1.         ORGANIZATION AND OPERATIONS

Excel Corporation (the “Parent”) was organized November 13, 2010 as a Delaware corporation.  The Parent has three wholly owned subsidiaries, LifeguardCig Inc., formerly XL Fashions Inc., formed in fiscal year 2012, (the “Lifeguard”), Excel Business Solutions, Inc., formed in fiscal year 2013, (“EBSI”), and 420 Solutions Corporation formed in March 2014, (the “420S”), (Parent,  Lifeguard, EBSI, and 420S, collectively, the “Company”).

The Company has been considered a development stage company as defined by FASB ASC 915-205-45-6.  However, on April 21, 2014, the Company acquired 100% of the membership interests of Payprotec Oregon LLC (d/b/a Securus Payments) (“Payprotec”) (see note 14).  Following this transaction, the Company will cease to be a development stage company. The Company is currently devoting substantially all of its efforts in two areas.  

The Company’s primary efforts are in the merchant processing industry.  The Company focuses on acquiring merchants for various business needs such as advances on receivables, credit card terminal leases, and credit card processing.  The Company does some of this work through Independent Sales Organizations (“ISO”s) who solicit small to medium sized merchants.

The Company sells electronic payment processing services, which include credit and debit card processing, check approval, and ancillary processing equipment and software services to merchants who accept credit cards, debit cards, checks, and other non-cash forms of payment.  In addition, the Company looks to acquire monthly residual streams currently in place between ISOs and processors.

The other focus of the Company is in its licensing arm, and primarily on the e-cigarette market.  The Company believes that with its ability to interact with many small to midsize merchants by assisting them with their merchant services, particularly merchants in product distribution, there will exist opportunities to foray into wholesale distribution.

2.        GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company has incurred losses since its inception and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The acquisition of Securus on April 21, 2014 provides the Company with substantially greater revenues and assets than those that existed on March 31, 2014.  There is no assurance that the Company will be successful in integrating Securus into its operations or that Securus will continue to be profitable or that the combined companies will achieve profitable operations.  In addition, the Company may need or desire to raise capital through debt or equity financing and there is no assurance that the Company will be able to do so.

The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

3.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform with generally accepted accounting principles (GAAP).  In the opinion of management, the accompanying consolidated financial statements of the Company contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the consolidated balance sheets as of March 31, 2014 and March 31, 2013, the consolidated statements of operations and comprehensive income for the three months ended ended March 31, 2014 and 2013, and the consolidated statements of cash flows for the three months ended March 31, 2014 and 2013.  The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”).  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results of operations to be expected for the full fiscal year.  These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

5

Excel Corporation and Subsidiaries

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

March 31, 2014

3.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

The Company’s revenue consists mainly of fees from licenses issued and merchant acquirer fees.  License 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.

Merchant acquirer revenue is primarily comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions.  Fees are calculated on either a percentage of the dollar volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction.

As part of being a merchant acquirer, the Company does also receive fees for management of potential acquired portfolios, as well as subsidy payments to aid the company in growth for a period.  Typically these are negotiated through a contract.

In addition, the Company may also receive payment for brokering deals between a funder and a merchant where the funder purchases a portion of the merchant’s future receivables.  The commission the Company receives is typically calculated as a percentage on the profit the funder makes from such purchase.

The company also leases credit card terminals to merchants.  These leases are not held by the company, but instead are sold to a third party lessor.  Revenue for the sale of leases is recognized when the third party lessor accepts the lease.

Cash and Cash Equivalents

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.

6

Excel Corporation and Subsidiaries

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

March 31, 2014

3.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Loss Per Share

Loss per share is based on the weighted average number of common shares.  Diluted loss per share was not presented, as the company as of March 31, 2014 has no options which would have a dilutive effect on earnings.

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.

Material estimates that are particularly susceptible to significant change relate to the evaluation of deferred tax assets.

Reclassification

Certain amounts as of the three months ended March 31, 2013 have been reclassified to conform to the current year’s presentation. These changes have no effect on the company’s results of operations or financial position.

4.         RECENT ACCOUNTING PRONOUNCEMENTS

In February 2013, the FASB issued ASU No. 2013-02 Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which is intended to improve the reporting of reclassifications out of accumulated other comprehensive income. It does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the standard requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. For public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012, with early adoption permitted. The adoption of the provision in this ASU did not have a material impact on the Company’s consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

7

Excel Corporation and Subsidiaries

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

March 31, 2014

5.         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 Receivable, Prepaid Expenses, Security Deposits, Accounts Payable, Accrued Payroll and Payroll Liabilities, and Other Accrued Liabilities.

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

License Agreements, Note Receivable, Note Payable and Advances.

The carrying amounts approximate the fair value.

6.         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, 2014, the Company has available unused operating loss carryforwards of approximately $1,500,000 which may be applied against future federal and state taxable income which expire in 2033.  The Company is carrying a valuation allowance against the deferred tax asset as the Company believes that it is more likely than not that the net operating losses will not be utilized.  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.

8

Excel Corporation and Subsidiaries

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

March 31, 2014

7.         STOCKHOLDERS EQUITY

At March 31, 2014, 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.  As of May 20, 2014, the Company had 89,293,462 shares of common stock issued and outstanding.

8.         STOCK OPTIONS

On November 13, 2010 the Company’s Board of Directors (the “Board”) approved a stock plan pursuant to which 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.

On April 11, 2013, the Company modified its employment agreement with an executive, granting the executive an option to purchase 250,000 shares at $0.30 per share. The executive is longer employed by the Company and the option has expired.

As of May 20, 2014, there are no other options issued under the plan.

9.         RELATED PARTY TRANSACTIONS.

On January 14, 2013, in conjunction with the acquisition of subsidiary, there was an issuance of stock, 33,523,446, approximately 50% of total stock issued, of which 6,789,641 was issued to current (or recent) officers and directors of Excel Corp.

On January 14, Ruben Azrak, Chairman of the Board and then Interim Chief Executive Officer, advanced the Company $25,000.  This advance bears no interest and does not provide for a specific repayment date.

10.       LOSS PER SHARE

Loss per share is based on the weighted average number of common shares.  Diluted loss per share was not presented, as the company as of March 31, 2014 has no options issued which would have an effect on earnings.

The following is a reconciliation of the basic and diluted loss per share – common calculation for the three months ended March 31, 2014 and 2013 and for the period November 13, 2010 (date of inception) through March 31, 2014.

	For the Three			For the Three			November 13, 2010 (date of inception)
	Months Ended			Months Ended			through
	March 31, 2014			March 31, 2013			March 31, 2014
Loss from continuing operations available to common stockholders		(321,556	)		(247,364	)		(1,662,814	)
Weighted average number of common shares outstanding used in earnings per share during the period Basic and Diluted		67,191,559			60,357,648			67,191,559
Loss per common share Basic and Diluted		(.005	)		(.004	)		(.025	)

9

Excel Corporation and Subsidiaries

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

March 31, 2014

11.       LICENSING AGREEMENTS

Representation Agreement-Life Guard

On January 2, 2012, the Company (the “Agent”) entered into an Agreement with Lifeguard Licensing Corp, (the “Principal)  in which the Principal owns rights to trademarks, packaging, designs, images, copyrights and other intellectual property, collectively the “Property”.  The Principal, pursuant to the Agreement designated the Company as the Licensing Agent to negotiate and service license agreements with respect to commercial exploitation of the Property within the Territory as defined in the Agreement.

The term of the Agreement is for one year commencing on the effective date (January 2, 2012). The Principal may terminate the Agreement upon written notice if the agent does not meet certain terms as defined in the agreement. The Agents compensation will be calculated at 25%, 20% and 15% of Net Revenues for the initial term, second renewal term, and third renewal term respectively.  In addition to the Agent’s Compensation the Principal will reimburse the Agent for out of pocket expenses.

The agreement has been renewed and as of December 31, 2013, the agreement is still active. 

12.       ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Exclusive Reseller Agreement

On March 24, 2014, Excel Corporation (the “Company”), through its wholly owned subsidiary 420 Solutions Corporation (“420 Solutions”), entered into an Exclusive Reseller Agreement (the “Agreement”) with TransBlue, LLC (“TransBlue”).  The Agreement gives 420 Solutions the exclusive right to resell TransBlue’s Point of Banking (“POB”) processing services to certain merchant types/market segments during the term of the Agreement (“Reseller Rights”).  The term of the Agreement (the “Term”) is for a period of four years having commenced on March 24, 2014. Thereafter, the Agreement automatically renews for consecutive, additional one year terms unless either party provides the other party written notice of non-renewal at least 30 days prior to the commencement of any additional one year term.

In exchange for the Reseller Rights, the Company, upon signing of the Agreement, agreed to issue to Trans Blue 200,000 shares of the Company’s Common Stock (the “Initial Shares”).  In addition to the Initial Shares, during the Term, the Company has agreed to issue up to 800,000 shares of the Company’s Common Stock entirely dependant on and proportionally related to the Company’s ability to successfully sell TransBlue’s POB services.

10

Excel Corporation and Subsidiaries

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

March 31, 2014

13.       ISSUANCE OF STOCK

In 2014, during the quarter ended March 31, 2014, the company raised $150,000 through the issuance of 1,628,570 shares of its Common Stock.

14.       SUBSEQUENT EVENTS

Completion of Acquisition

On February 17, 2014, Excel Corporation (the "Company"), entered into a Securities Exchange Agreement (the "Agreement") with Payprotec, Mychol Robirds and Steven Lemma, to effectuate the purchase of 90% of the membership interests of Payprotec and its subsidiary Securus Consultants, LLC ("Securus"). On April 10, 2014, the Parties entered into an amendment (the "Amendment") to the Agreement that extended the termination date to April 21, 2014. On April 21, 2014, the parties to the Agreement closed the transaction (the "Transaction").

In exchange for the membership interests in Payprotec and Securus, the Company issued to Messrs. Robirds and Lemma a total of 20,400,000 shares of the Company's Common Stock and two shares of the Company's Series A Preferred Stock. Payprotec also entered into three year employment agreements (the "Employment Agreements") with each of Messrs. Robirds and Lemma. The company has filed a certificate of designation for the Series A Preferred Stock ("Certificate of Designation") with the state of Delaware.

Also on April 21, 2014, pursuant to a Securities and Exchange Agreement ("E-Cig Agreement") dated April 21, 2014 between the Company and E-Cig Ventures, LLC ("E-Cig"), the Company acquired an additional 10% of the membership interests of Payprotec in exchange for the issuance of 2,000,000 shares of the Company's common stock and the agreement to guaranty a $1.5 million loan (the "Guaranty") from Shadow Tree Income Fund A LP ("Shadow Tree") to E-Cig (the "E-Cig Transaction"). The Company now owns 100% of the membership interests of Payprotec.

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ITEM 2.              MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the interim financial statements and the notes thereto contained elsewhere in this quarterly report on Form 10-Q (“Report”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Overview

We have been in a developmental phase since inception and currently have two lines of business operations: licensing and providing merchant services, including credit and debit card processing, credit card terminal leases, advances on receivables, and more.

On January 14, 2013, the Company entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with Excel Business Solutions, Inc., a Delaware corporation (“EBSI”), and ECB Acquisition Corp., our newly formed, wholly-owned Delaware subsidiary. Upon closing of the transaction contemplated under the Merger Agreement, Acquisition Sub merged with and into EBSI, and EBSI, as the surviving corporation, became a wholly-owned subsidiary of the Company. Pursuant to the terms and conditions of the Merger Agreement, at the closing of the Merger, each share of EBSI’s common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive an aggregate of 33,532.446 shares of common stock, par value $0.0001 per share, of the Company, with fractional shares of the Company’s common stock rounded up or down to the nearest whole share.

Our merchant acquisition business began in 2013 and therefore, we have had no revenues from such operation during 2012 or first quarter 2013. However, during the second and third quarter of 2013 we had begun servicing a limited amount of merchants and expect that this business may grow to become a larger part of our operations in 2013.

In addition, on February 17, 2014 the Company entered into a Securities Exchange Agreement (the “SEA”) with Payprotec Oregon, LLC, (dba Securus Payments) (“Payprotec”), Mychol Robirds and Steven Lemma, to effectuate the purchase of 90% of the membership interests of Payprotec and its subsidiary Securus Consultants, LLC ("Securus").  On April 21, 2014 the Company completed the acquisition of 100% of Payprotec pursuant to the SEA and through a Securities Exchange Agreement (“E-Cig Agreement) with E-Cig Ventures LLC.

As a result of these transactions Payprotec will constitute the majority of the Company’s operations.

In our licensing business, we are focused on bringing national and international brands to the retail market. We act as agent for licensing brands of corporations, people, government agencies, etc. (“Licensors”) in a broad range of product categories.  We intend to obtain agent rights to 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 creating and facilitating relationships between Licensors and retail businesses, wholesale businesses, manufacturers, etc. (“Licensees”) who would sell products under the Licensor’s brand.  We expect to organically grow the existing portfolio and enter into joint ventures or other partnerships with the goal of leveraging the experience of agent management and that of our licensees to facilitate sales of branded products.

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Upon acquiring the rights to a license from a Licensor, 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.  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 Licensees for brands where we are the agent. In addition, we will seek agent fees on minimum royalties and advertising and marketing fees which would offset any expenses we incur while acting as an agent. 

We intend to seek the rights to license brands and enter into license relationships with domestic and/or international partners that have demonstrated ability to produce quality products that have been successfully marketed and sold domestically and/or internationally in a broad range of products categories.

Results of Operations

Revenues

During the three months ended March 31, 2014, we had advance commissions of $11,166 and lease income of $10,322 compared to $0 revenues for the three months ended March 31, 2013.  We had $0 in service fee income for the three months ended March 31, 2014, while we had $23,000 for the three months ended March 31, 2013.  The service fee revenue in 2013 was from licensing.  Although we may have some revenue from licensing for 2014 as well, we anticipate that the majority of our future revenues will come from our merchant services business.  

Selling, General and Administrative Expense

Our selling, general and administrative expenses increased by 36% or $89,499  to $339,422  during the three months ended March 31, 2014, as compared to $249,923 during the three months ended March 31, 2013. The increase is due primarily to higher payroll costs offset by lower marketing expenses.

Net income

As a result of the forgoing, our net losses were $321,556 and $247,364  for the three months ended March, 2014 and 2013, respectively.

Liquidity and Capital Resources

The following summarizes our cash flows:

	Three Months ended March 31,
	2014			2013
Net cash (used in) operating activities	$	(157,086	)	$	(345,028	)
Net cash provided by (used in) investing activities	$	25,000		$	(3,353	)
Net cash provided by financing activities	$	150,000		$	24,122

Net cash used in operating activities for the three months ended March 31, 2014 was ($157,086) as compared with ($345,028) for the three months ended March 31, 2013. This increase in net cash used in operating activities of $187,942 was mainly attributable to lower working capital levels which were partially offset by higher operating losses.  

Net cash provided by investing activities was $25,000 for the three months ended March 31, 2014, compared with ($3,353) used in the three months ended March 31, 2013.

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Net cash provided by financing activities was $150,000 for the three months ended March 31, 2014 as compared to $24,122 during the three months ended March 31, 2013. During the three months ended March 31, 2014, the increase resulted from the Company raising capital through the issuance of 1,628,570 shares.

As of March 31, 2014, we had cash and cash equivalents of $26,242, total current assets of $39,778  and total current liabilities of $542,878. Since inception, we have raised $1,167,653 to date through the sale of 35,161,016 shares of our common stock. With the completion of the acquisition of Payprotec on April 21, the Company will have substantially greater revenues and breadth of operations.  There can be no assurances that the Company will be able to integrate Payprotec successfully or that Payprotec will continue to be profitable.      

Going Concern

Our independent registered public accountants have included a going concern explanatory paragraph in their opinion of our 2013 and 2012 financial statements.

Off-Balance Sheet Financing Arrangements

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

Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.. Actual results could differ from those estimates. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements. The accompanying unaudited consolidated financial statements reflect the results of operations, financial position and cash flows of the Company, and include the accounts of the Company and subsidiaries, after elimination of all intercompany transactions in the consolidation.

Revenue Recognition

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

Merchant acquirer revenue will primarily be comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions.  Fees are calculated on either a percentage of the dollar volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction.   Fees will be recognized in the period earned.

Cash and Cash Equivalents

The Company considers 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.

14

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.  Diluted loss per share was not presented, as the Company as of March 31, 2014 has no outstanding options which would have an effect on earnings. 

Net Loss Per Common 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.  Diluted loss per share was not presented, as the Company as of March 31, 2014 has no outstanding options which would have an effect on earnings. 

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

ITEM 3.             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.             CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2014.  Based on their evaluation, our principal executive officer and principal financial officer have concluded that, as of March 31, 2014, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1.             LEGAL PROCEEDINGS

None.

ITEM 1A.          RISK FACTORS

Factors that could cause our actual results to differ materially from those in this report are any of the risks described in our Annual Report on Form 10-K filed with the SEC on April 15, 2014. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

As of the date of this Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC on April 15, 2014, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

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ITEM 2.             UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ended March 31, 2014, the Company sold 1,628,570 shares of its Common Stock for gross proceeds of $150,000.  The proceeds were for general corporate use.

ITEM 3.             DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.             MINE SAFETY DISCLOSURE

None.

ITEM 5.             OTHER INFORMATION

                            None

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ITEM 6.             EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit Number	Description
10.01*	Filed Form of Certificate of Designation.
10.02	Securities Exchange Agreement, dated February 17, 2014, between the Company, Payprotec Oregon, LLC (d/b/a Securus Payments), Mychol Robirds and Steven Lemma is incorporated herein by reference to Exhibit 10.01 of Company’s Current Report on Form 8-K dated February 21, 2014.
10.03	Form of Employment Agreement is incorporated herein by reference to Exhibit 10.01 of Company’s Current Report on Form 8-K dated February 21, 2014.
10.04	Exclusive Reseller Agreement, dated March 24, 2014, between 420 Solutions Corporation and TransBlue, LLC is incorporated herein by reference to Exhibit 10.01 of Company’s Current Report on Form 8-K dated March 28, 2014.
31.1*	Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2*	Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1*	Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2*	Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.

101.INS**	XBRL Instance Document
101.SCH **	XBRL Taxonomy Extension Schema Document
101.CAL **	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **	XBRL Taxonomy Extension Label Linkbase Document
101.PRE **	XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.
**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

18

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EXCEL CORPORATION
Dated: May 20, 2014	/s/ Thomas A. Hyde, Jr.
	Thomas A. Hyde, Jr. Chief Executive Officer (Principal executive officer)

Dated: May 20, 2014	/s/ Robert L. Winspear
	Robert L. Winspear Chief Financial Officer (Principal financial and accounting officer)

19

EX-10.1

Exhibit 10.01

CERTIFICATE OF DESIGNATION OF

PREFERRED STOCK

OF

EXCEL CORPORATION

To Be Designated

Series A Preferred Stock

Pursuant to Section 151(g) of the

General Corporation Law of the State of Delaware

The undersigned DOES HEREBY CERTIFY that the following resolution was duly adopted by the Board of Directors (the “Board of Directors”) of Excel Corporation, a Delaware corporation (the “Corporation”), at a meeting duly convened and held, at which a quorum was present and acting throughout:

RESOLVED, that pursuant to the authority conferred on the Board of Directors by the Corporation’s Certificate of Incorporation, the issuance of a series of preferred stock, par value $0.001 per share, of the Corporation which shall consist of 2 shares of convertible preferred stock be, and the same hereby is, authorized; and the Chairman and Chief Executive Officer of the Corporation be, and he hereby is, authorized and directed to execute and file with the Secretary of State of the State of Delaware a Certificate of Designation of Preferred Stock of the Corporation fixing the designations, powers, preferences and rights of the shares of such series, and the qualifications, limitations or restrictions thereof (in addition to the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation which may be applicable to the Corporation’s preferred stock), as follows:

1.             Number of Shares; Designation. A total of 2 shares of preferred stock, par value $0.001 per share, of the Corporation are hereby designated as Series A Preferred Stock (the “Series”). Shares of the Series (“Preferred Shares”) will be issued pursuant to the terms of the Securities Exchange Agreement, dated as of February 17, 2014 by and among the Corporation, Payprotec Oregon, LLC d/b/a Securus Payments ("Payprotec"), Steven Lemma and Mychol Robirds (the “Exchange Agreement”). Capitalized terms used herein and not otherwise defined have the respective meanings set forth in the Exchange Agreement.

2.             Rank. The Series shall not rank senior and prior to the Common Stock, par value $0.001 per share, of the Corporation (the “Common Stock”), and any additional series of preferred stock which may in the future be issued by the Corporation and are designated in the amendment to the Certificate of Incorporation or the certificate of designation establishing such additional preferred stock.

3.             Dividends. The Preferred Shares shall not be entitled to receive dividends from funds legally available therefor as and when determined by the Board of Directors.

4.             Liquidation. The liquidation value per Preferred Share, in case of the voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Corporation (a "Liquidation"), shall be $.01 per share. (the “Liquidation Value”).

5.             Conversion.

(a) Right to Convert. For so long as such Holder owns more than 9,000,000 million shares of Common Stock of the Corporation, such Holder shall have the right to convert upon the occurrence of a Fundamental Transaction, all (and only all) of the Preferred Shares held by such Holder into such number of fully paid and non-assessable Membership Interests in Payprotec (the “Conversion Shares”) as is equal to twenty-four and one half percent (24.5%) of the outstanding Membership Interests in Payprotec at the time of the Fundamental Transaction (a “Conversion”).

(b) Conversion Notice. In order to convert Preferred Shares, such Holder shall send to the Corporation by facsimile transmission, at any time prior to 3:00 p.m., eastern time, on or before the Tenth (10th) Business Day (the "Conversion Period"), time being of the essence, following the date in which written notice is given to such Holder by the Corporation that a Fundamental Transaction is occurring, a notice of conversion in substantially the form attached as Annex I hereto (a “Conversion Notice”). The Holder shall promptly thereafter send the certificate or certificates being converted to the Corporation. Except as otherwise provided herein, upon delivery of a Conversion Notice by a Holder in accordance with the terms hereof, such Holder shall, as of the applicable Conversion Date, be deemed for all purposes to be the record owner of the Conversion Shares to which such Conversion Notice relates. As used herein, the term “Business Day” shall mean any day except a Saturday, Sunday or day on which the Federal Reserve Bank of New York, New York is closed in the ordinary course of business.

(c) Delivery of Conversion Shares. The Corporation shall promptly following the later of the date on which the Corporation receives a Conversion Notice from a Holder by facsimile transmission pursuant to paragraph 5(b), above, and the date on which the Corporation receives the related Preferred Shares certificate (the “Delivery Date”), issue and deliver or cause to be delivered to such Holder the number of Conversion Shares.

(d) As used herein, the term “Fundamental Transaction” means the existence or occurrence of any of the following: (a) the sale, conveyance or disposition of all or substantially all of the assets of Payprotec; (b) the effectuation of a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of Payprotec is disposed of; (c) the consolidation, merger or other business combination of Payprotec with or into any other entity, immediately following which Excel fails to own, directly or indirectly, at least fifty percent (50%) of the voting equity of the surviving entity; (d) a transaction or series of transactions in which any Person or “group” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) acquires more than fifty percent (50%) of the voting equity of Payprotec; (e) a transaction or series of transactions that constitutes or results in a “going public transaction” of Payprotec, either via (i) an underwritten public securities offering pursuant to a registration statement filed under the Securities Act of 1933, as amended; (ii) spin off; or (iii) reverse merger transaction, or (f) a Liquidation of the Corporation.

2

6.             No Voting Rights. Each Preferred Share shall not entitle the Holder thereof to any voting rights.

7.            Not Assignable or Transferable. The Preferred Shares are personal to the Holders.Once issued to a Holder, the Preferred Shares are not assignable, conveyable, sellable, or transferable (each a Transfer") to any third party (including any other Holder), including without limitation by contract, operation of law, will or intestate, without the express written consent of the Corporation, which consent maybe withheld with or without cause in the sole discretion of the Corporation. Any such Transfer shall be null and void and of no force and effect.

 IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed on its behalf by its undersigned Chief Executive Officer as of April 21, 2014.

By:	/s/
Name:	Ruby Azrak
Title:	CEO

3

ANNEX I

CONVERSION NOTICE

The undersigned hereby elects to convert shares of Series A Preferred Stock (the “Preferred Stock”), represented by stock certificate No(s). ________ , into Conversion Shares of Payprotec Oregon, LLC (the "Company") representing 24.5% of the outstanding membership interest of the Company according to the terms and conditions of the Certificate of Designation relating to the Preferred Stock (the “Certificate of Designation”), as of the date written below. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Certificate of Designation.

Dated:_____________

HOLDER:

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas A. Hyde Jr., certify that:

1.         I have reviewed this quarterly report on Form 10-Q of Excel Corporation (the “report”);

2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.         Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.         The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.         The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated:  May 20, 2014
By:	/s/ Thomas A. Hyde Jr.
	Name: Thomas A. Hyde Jr.
	Title: Chief Executive Officer
	(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14(A) AND 15D-14(A)

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert L. Winspear, certify that:

1.         I have reviewed this quarterly report on Form 10-Q of Excel Corporation (the “report”);

2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.         Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.         The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.         The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: May 20, 2014
By:	/s/ Robert L. Winspear
	Name: Robert L. Winspear
	Title: Chief Financial Officer
	(Principal Financial and Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report on Form 10-Q of Excel Corporation (the “Company”) for the quarter ended March 31, 2014, (the “Report”), I, Thomas A. Hyde Jr., the Principal Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and

2.   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  May 20, 2014
By:	/s/ Thomas A. Hyde Jr.
	Name: Thomas A. Hyde Jr.
	Title: Chief Executive Officer
	(Principal Executive Officer)

This certification accompanies this report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purpose of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this quarterly report on Form 10-Q of Excel Corporation (the “Company”) for the quarter ended March 31, 2014, (the “Report”), I, Robert L. Winspear, Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.  The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and

2.  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 20, 2014
By:	/s/ Robert L. Winspear
	Name: Robert L. Winspear
	Title: Chief Financial Officer
	(Principal Financial and Principal Accounting Officer)

This certification accompanies this report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purpose of Section 18 of the Securities Exchange Act of 1934, as amended.

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Subsequent Events (Details) (USD $) In Millions, except Share data, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Jan. 14, 2013	Feb. 17, 2014 Subsequent Event [Member] Payprotec Oregon LLC [Member]	Apr. 21, 2014 E-Cig Agreement [Member] Subsequent Event [Member] Payprotec Oregon LLC [Member]	Apr. 21, 2014 E-Cig Agreement [Member] Subsequent Event [Member] Shadow Tree [Member]
Subsequent Events (Textual)
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	68,693,462	67,064,892		20,400,000	2,000,000
Common stock, shares outstanding	68,693,462	67,064,892
Purchase of membership interest percentage	100.00%		50.00%	90.00%	100.00%
Additional membership interests					10.00%
Guaranty loan						$ 1.5

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Income Taxes (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Income Taxes (Textual)
Operating loss carryforwards	$ 1,500,000
Operating loss carryforwards expiration year	2033

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Going Concern

3 Months Ended

Mar. 31, 2014

Going Concern [Abstract]

GOING CONCERN

2.        GOING CONCERN

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company has incurred losses since its inception and has not yet been successful in establishing profitable operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The acquisition of Securus on April 21, 2014 provides the Company with substantially greater revenues and assets than those that existed on March 31, 2014.  There is no assurance that the Company will be successful in integrating Securus into its operations or that Securus will continue to be profitable or that the combined companies will achieve profitable operations.  In addition, the Company may need or desire to raise capital through debt or equity financing and there is no assurance that the Company will be able to do so.

The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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Loss Per Share (Details) (USD $)	3 Months Ended		41 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Reconciliation of the numerators and denominators of the basic per share calculation
Loss from continuing operations available to common stockholders	$ (321,556)	$ (247,364)	$ (1,542,814)
Basic & Diluted	67,191,559	60,357,648	67,191,559
Loss per common share	$ (0.005)	$ (0.004)	$ (0.025)

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Related Party Transactions (Details) (USD $)	Mar. 31, 2014	Jan. 14, 2013
Related Party Transactions (Textual)
Common stock shares issuable in conjunction with the acquisition of subsidiary		33,523,446
Percentage of stock issued	100.00%	50.00%
Shares issued to current officers and directors of Excel Corp		6,789,641
Advanced to chief executive officer		$ 25,000

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Licensing Agreements (Details) (Representation Agreement Life Guard [Member])	1 Months Ended
	Jan. 31, 2012
Representation Agreement Life Guard [Member]
Licensing agreements (Textual)
Maturity period of license agreement	1 year
Agents compensation for initial term	25.00%
Agents compensation for second renewal term	20.00%
Agents compensation for third renewal term	15.00%

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Entry Into Material Definitive Agreement (Details)			3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014 Exclusive Reseller Agreement [Member] Trans Blue [Member]
Entry Into Material Definitive Agreement (Textual)
Description of term of agreement			The term of the Agreement (the ''Term'') is for a period of four years having commenced on March 24, 2014. Thereafter, the Agreement automatically renews for consecutive, additional one year terms unless either party provides the other party written notice of non-renewal at least 30 days prior to the commencement of any additional one year term.
Common Stock, Shares, Issued	68,693,462	67,064,892	200,000
Initial shares of common stock			800,000

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Organization and Operations

3 Months Ended

Mar. 31, 2014

Organization and Operations [Abstract]

ORGANIZATION AND OPERATIONS

1.         ORGANIZATION AND OPERATIONS

Excel Corporation (the “Parent”) was organized November 13, 2010 as a Delaware corporation.  The Parent has three wholly owned subsidiaries, LifeguardCig Inc., formerly XL Fashions Inc., formed in fiscal year 2012, (the “Lifeguard”), Excel Business Solutions, Inc., formed in fiscal year 2013, (“EBSI”), and 420 Solutions Corporation formed in March 2014, (the “420S”), (Parent,  Lifeguard, EBSI, and 420S, collectively, the “Company”).

The Company has been considered a development stage company as defined by FASB ASC 915-205-45-6.  However, on April 21, 2014, the Company acquired 100% of the membership interests of Payprotec Oregon LLC (d/b/a Securus Payments) (“Payprotec”) (see note 14).  Following this transaction, the Company will cease to be a development stage company. The Company is currently devoting substantially all of its efforts in two areas.  

The Company’s primary efforts are in the merchant processing industry.  The Company focuses on acquiring merchants for various business needs such as advances on receivables, credit card terminal leases, and credit card processing.  The Company does some of this work through Independent Sales Organizations (“ISO”s) who solicit small to medium sized merchants.

The Company sells electronic payment processing services, which include credit and debit card processing, check approval, and ancillary processing equipment and software services to merchants who accept credit cards, debit cards, checks, and other non-cash forms of payment.  In addition, the Company looks to acquire monthly residual streams currently in place between ISOs and processors.

The other focus of the Company is in its licensing arm, and primarily on the e-cigarette market.  The Company believes that with its ability to interact with many small to midsize merchants by assisting them with their merchant services, particularly merchants in product distribution, there will exist opportunities to foray into wholesale distribution.

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Issuance Of Stock (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Issuance Of Stock (Textual)
Number of common shares issued	$ 150,000
Number of common shares issued, Shares	1,628,570

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Consolidated Balance Sheet (USD $)	Mar. 31, 2014	Dec. 31, 2013
Current Assets
Cash and cash equivalents	$ 26,242	$ 8,328
Accounts receivable		2,250
Prepaid expenses	13,536	32,979
Total current assets	39,778	43,557
Other Assets
Security deposits	7,939	7,939
Total other assets	7,939	7,939
Total Assets	47,717	51,496
Current Liabilities
Accounts payable	142,869	146,949
Accrued payroll and payroll liabilities	210,126	66,113
Other accrued liabilities	14,883	12,039
Advances	175,000	150,000
Total current liabilities	542,878	375,101
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 68,693,462 and 67,064,892 shares issued and outstanding as of March 31, 2014 and December 31, 2013 respectively	6,869	6,706
Additional paid-in capital	1,160,784	1,010,947
Accumulated (deficit)	(1,662,814)	(1,341,258)
Total stockholders' (deficit)	(375,161)	(323,605)
Total Liabilities and Stockholders' Equity	$ 47,717	$ 51,496

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Consolidated Statement of Stockholders' Equity (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Statement Of Stockholders' Equity [Abstract]
Per share price of common shares issued	$ 0.07	$ 0.0001	$ 0.0001	$ 0.40	$ 0.002
Issuance of common stock for exchange of subsidiaries preferred stock, Per share		$ 0.1379	$ 0.1379
Shares Issued, Price Per Share	$ 0.25

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2014

Summary Of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accounting and reporting policies of the Company conform with generally accepted accounting principles (GAAP).  In the opinion of management, the accompanying consolidated financial statements of the Company contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the consolidated balance sheets as of March 31, 2014 and March 31, 2013, the consolidated statements of operations and comprehensive income for the three months ended ended March 31, 2014 and 2013, and the consolidated statements of cash flows for the three months ended March 31, 2014 and 2013.  The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”).  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results of operations to be expected for the full fiscal year.  These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Revenue Recognition

Revenue Recognition

The Company’s revenue consists mainly of fees from licenses issued and merchant acquirer fees.  License 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.

Merchant acquirer revenue is primarily comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions.  Fees are calculated on either a percentage of the dollar volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction.

As part of being a merchant acquirer, the Company does also receive fees for management of potential acquired portfolios, as well as subsidy payments to aid the company in growth for a period.  Typically these are negotiated through a contract.

In addition, the Company may also receive payment for brokering deals between a funder and a merchant where the funder purchases a portion of the merchant’s future receivables.  The commission the Company receives is typically calculated as a percentage on the profit the funder makes from such purchase.

The company also leases credit card terminals to merchants.  These leases are not held by the company, but instead are sold to a third party lessor.  Revenue for the sale of leases is recognized when the third party lessor accepts the lease.

Cash and Cash Equivalents

Cash and Cash Equivalents

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

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

Loss Per Share

Loss per share is based on the weighted average number of common shares.  Diluted loss per share was not presented, as the company as of March 31, 2014 has no options which would have a dilutive effect on earnings.

Use of Estimates in the Preparation of Financial Statements

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.

Material estimates that are particularly susceptible to significant change relate to the evaluation of deferred tax assets.

Reclassification

Reclassification

Certain amounts as of the three months ended March 31, 2013 have been reclassified to conform to the current year’s presentation. These changes have no effect on the company’s results of operations or financial position.

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Organization and Operations (Details)	3 Months Ended
	Mar. 31, 2014 Subsidiary	Jan. 14, 2013
Organization and Operations (Textual)
Number of wholly owned subsidiaries	2
Membership interest percentage	100.00%	50.00%

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Consolidated Statement of Cash Flows (USD $)	3 Months Ended		41 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Operating Activities:
Net Income	$ (321,556)	$ (247,364)	$ (1,662,814)
Decrease (increase)
Accounts receivable	2,250	(7,500)
Prepaid and other current assets	19,443	(99,756)	(13,536)
Security deposits		(7,939)	(7,939)
Accrued interest on note		(927)
Increase (decrease)
Accounts payable	(4,080)	(4,745)	142,869
Accrued payroll & payroll liabilities	144,013	26,099	210,126
Other accrued liabilities	2,844	(2,896)	14,883
Net cash (used in) operating activities	(157,086)	(345,028)	(1,316,411)
Cash flows from investing activities:
(Increase) in due from notes receivable		(3,353)
Payments on notes payable			(120,000)
Proceeds from advances	25,000		295,000
Net cash provided by (used in) investing activities	25,000	(3,353)	175,000
Cash flows from financing activities:
Issuance of shares subject to mandatory redemption		(20,000)
Issuance of common stock	150,000	44,122	1,167,653
Net cash provided financing activities	150,000	24,122	1,167,653
Net increase (decrease) in cash	17,914	(324,259)	26,242
Cash - beginning	8,328	646,236
Cash - Ending	$ 26,242	$ 321,977	$ 26,242

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Consolidated Balance Sheet (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Balance Sheet [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	68,693,462	67,064,892
Common stock, shares outstanding	68,693,462	67,064,892

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Loss Per Share

3 Months Ended

Mar. 31, 2014

Loss Per Share [Abstract]

LOSS PER SHARE

10.       LOSS PER SHARE

Loss per share is based on the weighted average number of common shares.  Diluted loss per share was not presented, as the company as of March 31, 2014 has no options issued which would have an effect on earnings.

The following is a reconciliation of the basic and diluted loss per share – common calculation for the three months ended March 31, 2014 and 2013 and for the period November 13, 2010 (date of inception) through March 31, 2014.

	For the Three			For the Three			November 13, 2010 (date of inception)
	Months Ended			Months Ended			through
	March 31, 2014			March 31, 2013			March 31, 2014
Loss from continuing operations available to common stockholders		(321,556	)		(247,364	)		(1,662,814	)
Weighted average number of common shares outstanding used in earnings per share during the period Basic and Diluted		67,191,559			60,357,648			67,191,559
Loss per common share Basic and Diluted		(.005	)		(.004	)		(.025	)

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 20, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	Excel Corp
Entity Central Index Key	0001512890
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		89,293,462

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Licensing Agreements

3 Months Ended

Mar. 31, 2014

Licensing Agreements [Abstract]

LICENSING AGREEMENTS

11.       LICENSING AGREEMENTS

Representation Agreement-Life Guard

On January 2, 2012, the Company (the “Agent”) entered into an Agreement with Lifeguard Licensing Corp, (the “Principal)  in which the Principal owns rights to trademarks, packaging, designs, images, copyrights and other intellectual property, collectively the “Property”.  The Principal, pursuant to the Agreement designated the Company as the Licensing Agent to negotiate and service license agreements with respect to commercial exploitation of the Property within the Territory as defined in the Agreement.

The term of the Agreement is for one year commencing on the effective date (January 2, 2012). The Principal may terminate the Agreement upon written notice if the agent does not meet certain terms as defined in the agreement. The Agents compensation will be calculated at 25%, 20% and 15% of Net Revenues for the initial term, second renewal term, and third renewal term respectively.  In addition to the Agent’s Compensation the Principal will reimburse the Agent for out of pocket expenses.

The agreement has been renewed and as of December 31, 2013, the agreement is still active.

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Consolidated Statement of Operations (USD $)	3 Months Ended		41 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Revenues
Commission income	$ 11,166		$ 44,181
Management fee income			209,750
Residual income			92,092
Lease income	10,322		21,426
Service fee income		22,500	94,000
Total Income	21,488	22,500	461,449
Cost of Sales
Commissions & other merchant costs	3,622		48,692
Total Cost of Sales	3,622		48,692
Gross Profit	17,866	22,500	412,757
Sales, General and Administrative Expense
Payroll	203,258	139,430	890,295
Legal & professional fees	46,800	46,860	472,918
Outside services	24,516	11,818	359,060
Rent	12,000		48,000
Bad debt			33,281
Travel	17,926	8,422	49,107
Marketing & advertising	5,606	25,387	107,813
Insurance	8,904	1,640	37,345
Miscellaneous SG&A expense	20,412	16,366	163,892
Total SG&A Expense	339,422	249,923	2,161,711
Net (loss) before other income and income taxes	(321,556)	(227,423)	(1,748,954)
Other Income
Gain on sale of note receivable			220,313
Referral fee income			1,250
Interest income		927
Miscellaneous other income			450
Total other income		927	222,013
Other Expense
Loss on acquisition of subsidiary		20,868	20,868
Miscellaneous other expense			115,005
Total other expense		20,868	135,873
Net (loss) before income taxes	(321,556)	(247,364)	(1,662,814)
Income Taxes
Current
Deferred
Total income taxes
Net income (loss)	$ (321,556)	$ (247,364)	$ (1,662,814)
Loss Per Share
Basic & Diluted	$ (0.005)	$ (0.004)	$ (0.025)
Weighted Average Shares Outstanding
Basic & Diluted	67,191,559	60,357,648	67,191,559

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Fair Value Measurements

3 Months Ended

Mar. 31, 2014

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

5.         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 Receivable, Prepaid Expenses, Security Deposits, Accounts Payable, Accrued Payroll and Payroll Liabilities, and Other Accrued Liabilities.

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

License Agreements, Note Receivable, Note Payable and Advances.

The carrying amounts approximate the fair value.

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Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2014

Recent Accounting Pronouncements [Abstract]

RECENT ACCOUNTING PRONOUNCEMENTS

4.         RECENT ACCOUNTING PRONOUNCEMENTS

In February 2013, the FASB issued ASU No. 2013-02 Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which is intended to improve the reporting of reclassifications out of accumulated other comprehensive income. It does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, the standard requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. For public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012, with early adoption permitted. The adoption of the provision in this ASU did not have a material impact on the Company’s consolidated financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

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Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2014

Loss Per Share [Abstract]

Reconciliation of the numerators and denominators of the basic per share calculation

 

	For the Three			For the Three			November 13, 2010 (date of inception)
	Months Ended			Months Ended			through
	March 31, 2014			March 31, 2013			March 31, 2014
Loss from continuing operations available to common stockholders		(321,556	)		(247,364	)		(1,662,814	)
Weighted average number of common shares outstanding used in earnings per share during the period Basic and Diluted		67,191,559			60,357,648			67,191,559
Loss per common share Basic and Diluted		(.005	)		(.004	)		(.025	)

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Entry Into Material Definitive Agreement

3 Months Ended

Mar. 31, 2014

Entry Into Material Definitive Agreement [Abstract]

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

12.       ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Exclusive Reseller Agreement

On March 24, 2014, Excel Corporation (the “Company”), through its wholly owned subsidiary 420 Solutions Corporation (“420 Solutions”), entered into an Exclusive Reseller Agreement (the “Agreement”) with TransBlue, LLC (“TransBlue”).  The Agreement gives 420 Solutions the exclusive right to resell TransBlue’s Point of Banking (“POB”) processing services to certain merchant types/market segments during the term of the Agreement (“Reseller Rights”).  The term of the Agreement (the “Term”) is for a period of four years having commenced on March 24, 2014. Thereafter, the Agreement automatically renews for consecutive, additional one year terms unless either party provides the other party written notice of non-renewal at least 30 days prior to the commencement of any additional one year term.

In exchange for the Reseller Rights, the Company, upon signing of the Agreement, agreed to issue to Trans Blue 200,000 shares of the Company’s Common Stock (the “Initial Shares”).  In addition to the Initial Shares, during the Term, the Company has agreed to issue up to 800,000 shares of the Company’s Common Stock entirely dependant on and proportionally related to the Company’s ability to successfully sell TransBlue’s POB services.

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Stock Options

3 Months Ended

Mar. 31, 2014

Stock Options [Abstract]

STOCK OPTIONS

8.         STOCK OPTIONS

On November 13, 2010 the Company’s Board of Directors (the “Board”) approved a stock plan pursuant to which 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.

On April 11, 2013, the Company modified its employment agreement with an executive, granting the executive an option to purchase 250,000 shares at $0.30 per share. The executive is longer employed by the Company and the option has expired.

As of May 20, 2014, there are no other options issued under the plan.

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Income Taxes

3 Months Ended

Mar. 31, 2014

Income Taxes [Abstract]

INCOME TAXES

6.         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, 2014, the Company has available unused operating loss carryforwards of approximately $1,500,000 which may be applied against future federal and state taxable income which expire in 2033.  The Company is carrying a valuation allowance against the deferred tax asset as the Company believes that it is more likely than not that the net operating losses will not be utilized.  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.

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Stockholders' Equity

3 Months Ended

Mar. 31, 2014

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

7.         STOCKHOLDERS EQUITY

At March 31, 2014, 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.  As of May 20, 2014, the Company had 89,293,462 shares of common stock issued and outstanding.

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Related Party Transactions

3 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

9.         RELATED PARTY TRANSACTIONS.

On January 14, 2013, in conjunction with the acquisition of subsidiary, there was an issuance of stock, 33,523,446, approximately 50% of total stock issued, of which 6,789,641 was issued to current (or recent) officers and directors of Excel Corp.

On January 14, Ruben Azrak, Chairman of the Board and then Interim Chief Executive Officer, advanced the Company $25,000.  This advance bears no interest and does not provide for a specific repayment date.

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Subsequent Events

3 Months Ended

Mar. 31, 2014

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

14.       SUBSEQUENT EVENTS

Completion of Acquisition

On February 17, 2014, Excel Corporation (the "Company"), entered into a Securities Exchange Agreement (the "Agreement") with Payprotec, Mychol Robirds and Steven Lemma, to effectuate the purchase of 90% of the membership interests of Payprotec and its subsidiary Securus Consultants, LLC ("Securus"). On April 10, 2014, the Parties entered into an amendment (the "Amendment") to the Agreement that extended the termination date to April 21, 2014. On April 21, 2014, the parties to the Agreement closed the transaction (the "Transaction").

In exchange for the membership interests in Payprotec and Securus, the Company issued to Messrs. Robirds and Lemma a total of 20,400,000 shares of the Company's Common Stock and two shares of the Company's Series A Preferred Stock. Payprotec also entered into three year employment agreements (the "Employment Agreements") with each of Messrs. Robirds and Lemma. The company has filed a certificate of designation for the Series A Preferred Stock ("Certificate of Designation") with the state of Delaware.

Also on April 21, 2014, pursuant to a Securities and Exchange Agreement ("E-Cig Agreement") dated April 21, 2014 between the Company and E-Cig Ventures, LLC ("E-Cig"), the Company acquired an additional 10% of the membership interests of Payprotec in exchange for the issuance of 2,000,000 shares of the Company's common stock and the agreement to guaranty a $1.5 million loan (the "Guaranty") from Shadow Tree Income Fund A LP ("Shadow Tree") to E-Cig (the "E-Cig Transaction"). The Company now owns 100% of the membership interests of Payprotec.

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Stockholders' Equity (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013	May 20, 2014 May 20, 2014 [Member]
Stockholder's Equity (Textual)
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	68,693,462	67,064,892	89,293,462
Common Stock, Shares, Outstanding	68,693,462	67,064,892	89,293,462

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Consolidated Statement of Stockholders' Equity (USD $)	Total	Preferred Stock	Common Stock	Additional Paid-In Capital	Deficit Accumulated During the Development Stage
Balances at Nov. 13, 2010
Balances (in shares) at Nov. 13, 2010
Issuance of common stock for cash at $.002 and 0.40 per share, respectively			2,899	55,073
Issuance of common stock for cash at $.002 and 0.40 per share, respectively, Shares			28,986,000
Less: Stock offering costs				(16,500)
Net income (loss)					(750)
Balances at Dec. 31, 2010			2,899	38,573	(750)
Balances (in shares) at Dec. 31, 2010			28,986,000
Issuance of common stock for cash at $.002 and 0.40 per share, respectively			150	599,850
Issuance of common stock for cash at $.002 and 0.40 per share, respectively, Shares			1,500,000
Less: Stock offering costs				(63,156)
Net income (loss)					(66,291)
Balances at Dec. 31, 2011			3,049	575,267	(67,041)
Balances (in shares) at Dec. 31, 2011			30,486,000
Retirement of common stock at .0001 per share			(5)	5
Retirement of common stock at .0001 per share, Shares			(50,000)
Issuance of common stock for exchange of subsidiaries preferred stock @ .1379 per share			108	149,892
Issuance of common stock for exchange of subsidiaries preferred stock @ .1379 per share, Share			1,087,745
Net income (loss)					(333,638)
Balances at Dec. 31, 2012			3,152	725,164	(400,679)
Balances (in shares) at Dec. 31, 2012			31,523,745
Issuance of common stock for exchange of subsidiaries preferred stock @ .1379 per share			201	276,799
Issuance of common stock for exchange of subsidiaries preferred stock @ .1379 per share, Share			2,008,701
Issuance of common stock for acquisition of Excel Business Solutions at par value (.0001 per share)			3,353
Issuance of common stock for acquisition of Excel Business Solutions at par value (.0001 per share), Shares			33,532,446
Recognition of options vested on April 11, 2013				8,984
Net income (loss)					(940,579)
Balances at Dec. 31, 2013	(323,605)		6,706	1,010,947	(1,341,258)
Balances (in shares) at Dec. 31, 2013			67,064,892
Issuance of common stock at .07 per share	150,000		143	99,857
Issuance of common stock at .07 per share, Shares	1,628,570		1,428,570
Issuance of common stock at .25 per share			20	49,980
Issuance of common stock at .25 per share, Shares			200,000
Net income (loss)	(321,556)				(201,556)
Balances at Mar. 31, 2014	$ (375,161)		$ 6,869	$ 1,160,784	$ (1,662,814)
Balances (in shares) at Mar. 31, 2014			68,693,462

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Summary Of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform with generally accepted accounting principles (GAAP).  In the opinion of management, the accompanying consolidated financial statements of the Company contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the consolidated balance sheets as of March 31, 2014 and March 31, 2013, the consolidated statements of operations and comprehensive income for the three months ended ended March 31, 2014 and 2013, and the consolidated statements of cash flows for the three months ended March 31, 2014 and 2013.  The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”).  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results of operations to be expected for the full fiscal year.  These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Revenue Recognition

The Company’s revenue consists mainly of fees from licenses issued and merchant acquirer fees.  License 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.

Merchant acquirer revenue is primarily comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, for payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions.  Fees are calculated on either a percentage of the dollar volume of the transaction or a fixed fee or a hybrid of the two and are recognized at the time of the transaction.

As part of being a merchant acquirer, the Company does also receive fees for management of potential acquired portfolios, as well as subsidy payments to aid the company in growth for a period.  Typically these are negotiated through a contract.

In addition, the Company may also receive payment for brokering deals between a funder and a merchant where the funder purchases a portion of the merchant’s future receivables.  The commission the Company receives is typically calculated as a percentage on the profit the funder makes from such purchase.

The company also leases credit card terminals to merchants.  These leases are not held by the company, but instead are sold to a third party lessor.  Revenue for the sale of leases is recognized when the third party lessor accepts the lease.

Cash and Cash Equivalents

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

Loss per share is based on the weighted average number of common shares.  Diluted loss per share was not presented, as the company as of March 31, 2014 has no options which would have a dilutive effect on earnings.

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.

Material estimates that are particularly susceptible to significant change relate to the evaluation of deferred tax assets.

Reclassification

Certain amounts as of the three months ended March 31, 2013 have been reclassified to conform to the current year’s presentation. These changes have no effect on the company’s results of operations or financial position.

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Stock Options (Details) (USD $)	0 Months Ended
	Nov. 13, 2010	Apr. 11, 2013
Stock Options (Textual)
Maximum shares of common stock company can issue over the term of the plan	4,000,000
Description of stock options to be issued under stock option plan	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.
Percentage of fair market value on which shares will be issued	110.00%
Term of the options, Description	No option shall have a term in excess of 10 years from the date of the grant.
Stock options granted to Mr. Rob Stone		250,000
Exercise price of stock options granted to Mr. Rob Stone		$ 0.30

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Issuance Of Stock

3 Months Ended

Mar. 31, 2014

Issuance Of Stock [Abstract]

ISSUANCE OF STOCK

13.       ISSUANCE OF STOCK

In 2014, during the quarter ended March 31, 2014, the company raised $150,000 through the issuance of 1,628,570 shares of its Common Stock.