10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2016

☐ 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)

6363 North State Highway 161, Suite 310, Irving, Texas	75038
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 972-476-1000

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 ☒   No ☐

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	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(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  ☐  No  ☒

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).  ☒

As of August 15, 2016, there were 96,759,070 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 as of June 30, 2016 (unaudited) and December 31, 2015	1
Consolidated Statements of Operations for the three and six months ended June 30, 2016 and 2015 (unaudited)	2
Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015 (unaudited)	3
Notes to Unaudited Consolidated Financial Statements	4
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
Overview	11
Results of Operations	12
Liquidity and Capital Resources	13
Significant Accounting Policies	13
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4. CONTROLS AND PROCEDURES	15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	15
ITEM 1A. RISK FACTORS	15
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. MINE SAFETY DISCLOSURE
ITEM 5. OTHER INFORMATION	15
ITEM 6. EXHIBITS	16

Excel Corporation and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

	June 30,			December 31,
	2016			2015
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents		252,939		$	362,130
Accounts receivable		1,164,066			1,016,141
Prepaid expenses		6,493			43,074
Other current assets		174,913			83,545
Current assets held for sale		-			167,406
Total current assets		1,598,411			1,672,296
Other Assets
Fixed assets, net of depreciation		169,730			184,960
Goodwill		7,914,269			7,914,269
Note receivable		675,000			675,000
Equity investment		188,140			164,790
Residual portfolios		2,328,966			2,505,164
Other long term assets		516,762			593,893
Other assets held for sale		-			302,898
Total other assets		11,792,867			12,340,974
Total assets		13,391,278		$	14,013,270
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable		704,183		$	1,374,878
Accrued compensation		1,877,660			1,508,531
Other accrued liabilities		1,276,834			839,308
Notes payable - current portion		8,998,547			8,984,544
Accrued costs of disposal of discontinued operations		400,000			-
Total current liabilities		13,257,224			12,707,261
Long-term Liabilities
Notes payable - long term portion		-			226,733
Other long term liabilities		719,988			41,692
Total long-term liabilities		719,988			268,425
Commitments and contingencies
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $.0001 par value, 10,000,000 shares authorized, none issued and outstanding		-			-
Series A preferred stock, $.001 par value 0 and 2 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively.		-			-
Series B preferred stock, $.0001 par value 4,600,000 and 0 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively.		460			-
Common stock, $.0001 par value, 200,000,000 shares authorized 96,759,070 and 98,259,070 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively.		9,676			9,826
Additional paid-in capital		4,770,503			4,428,391
Accumulated deficit		(5,366,573	)		(3,400,633	)
Total stockholders' equity (deficit)		(585,934	)		1,037,584
Total Liabilities and Stockholders' Equity (Deficit)		13,391,278		$	14,013,270

See notes to unaudited consolidated financial statements.

1

Excel Corporation and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
Revenues
Transaction and processing fees	$	4,390,222		$	1,060,225		$	8,356,075		$	2,213,934
Merchant cash advance revenue and other		56,069			-			109,874			-
Total revenues		4,446,291			1,060,225			8,465,949			2,213,934
Costs and expenses
Processing and servicing costs		2,159,790			142,263			4,169,799			-
Salaries and wages		841,138			338,925			1,816,973			672,678
Other selling general and administrative expenses		500,215			239,764			989,137			667,013
Total costs and expenses		3,501,143			720,952			6,975,909			1,339,691
Income from operations		945,148			339,273			1,490,040			874,243
Interest expense, net		278,039			67,695			606,655			146,600
Net income from continuing operations before income taxes		667,109			271,578			883,385			727,643
Income tax expense (benefit)
Current		246,830			100,484			326,852			269,228
Deferred		(246,830	)		(100,484	)		(326,852	)		(269,228	)
Income tax expense		-			-			-			-
Net income from continuing operations	$	667,109		$	271,578		$	883,385		$	727,643
Loss from discontinued operations, net of tax	$	(661,655	)	$	(415,053	)	$	(2,008,684	)	$	(1,395,058	)
Loss on disposal of operations		-			-			(840,641	)		-
Net income (loss)	$	5,454		$	(143,475	)	$	(1,965,940	)	$	(667,415	)
Net income (loss) per share
Basic & diluted, continuing operations	$	0.007		$	0.003		$	0.009		$	0.007
Basic & Diluted, discontinued operations		(0.007	)		(0.004	)		(0.029	)		(0.014	)
Basic & Diluted, Total		0.000			(0.001	)		(0.020	)		(0.007	)
Weighted average shares outstanding basic & diluted		96,759,070			97,918,411			96,907,422			97,590,562

See notes to unaudited consolidated financial statements.

2

Excel Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended
	June 30,
	2016			2015
Operating activities:
Net loss	$	(1,965,940	)	$	(667,415	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		243,998			49,004
Stock based compensation		112,423			147,575
Income in investment accounted for under the equity method		(23,350	)		-
Loss on disposal of operations		840,641			-
Changes in operating assets and liabilities:
Decrease (increase)
Accounts receivable		(147,925	)		139,642
Inventory		-			4,311
Other current assets		(91,368	)		-
Prepaid expenses		36,581			25,456
Other long term assets		77,131			4,583
Increase (decrease)
Accounts payable		(670,695	)		47,247
Accrued compensation		369,129			98,127
Other accrued liabilities		437,525			397,878
Other long-term liabilities		678,296			261
Net cash provided by (used in) operating activities		(103,554	)		246,669
Cash flows from investing activities:
Purchase of property and equipment		(22,907	)		(148,656	)
Net cash used in investing activities		(22,907	)		(148,656	)
Cash flows from financing activities:
Issuance of notes		230,000			100,000
Issuance of preferred stock		(212,730	)		-
Note and debt payments		-			(368,145	)
Net cash provided by (used in) financing activities		17,270			(268,145	)
Net decrease in cash	$	(109,191	)	$	(170,132	)
Cash - Beginning	$	362,130		$	326,788
Cash - Ending	$	252,939		$	156,656
Supplemental disclosure of cash flow information
Cash paid for interest		606,655			67,695

See notes to unaudited consolidated financial statements.

3

Excel Corporation and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2016

Unaudited

1. ORGANIZATION AND OPERATIONS

Excel Corporation (the “Company”) was organized on November 13, 2010 as a Delaware corporation. The Company has three wholly owned subsidiaries, Excel Business Solutions, Inc. (d/b/a eVance Capital), Payprotec Oregon, LLC (d/b/a Securus Payments), (“Securus”), and eVance Processing Inc. (“eVance”).

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

Prior to the acquisition of Securus in April of 2014, we were considered a developmental stage company as defined by FASB ASC 915-205-45-6. With the acquisition of Securus, we ceased to be a development stage company.

On November 30, 2015, eVance entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Calpian, Inc. (“Calpian”), Calpian Residual Acquisition, LLC (“CRA”) and Calpian Commerce, Inc., a wholly owned subsidiary of Calpian (“CCI,” and collectively with Calpian and CRA, the “Sellers”). Pursuant to the Purchase Agreement, eVance acquired substantially all of the U.S. assets and operations of the Sellers. In consideration for the acquired assets, eVance assumed certain of the Sellers’ liabilities, including an aggregate of $9,000,000 of notes payable and certain of the Sellers’ outstanding contractual obligations. 

On April 12, 2016, eVance entered into an agreement with the Sellers and a cancellation of securities acknowledgement with one of eVance’s note-holders whereby the noteholder cancelled their note in the amount of $720,084 and Calpian issued eVance a note in the amount of $675,000 in exchange for eVance and the Sellers mutually waiving any claims either party has or could have under the Purchase Agreement against one another. The $675,000 note bears simple interest of 12% per annum payable monthly and matures on November 30, 2017. As part of the Purchase Agreement, eVance acquired several residual portfolios including the supporting contracts (residual purchase agreements). eVance, as successor under one of these residual purchase agreements, has sued a third party for breach of contract on the residual purchase agreement between the third party and Seller and has claimed damages in excess of $1,500,000. eVance has agreed to apply any recovery from such litigation (less costs) against the principal balance of the $675,000 note up to a maximum of $675,000. The Company reflected the reduction in the assumed debt by $720,084 as a reduction in goodwill and a reduction in the debt assumed. In addition, the noteholder returned a warrant to purchase 360,042 shares of the Company’s common stock. As a result of this agreement, the $9,000,000 of notes payable was reduced to $8,279,916.

On April 30, 2016, Securus entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Chyp LLC (“Chyp”). In connection with the Purchase Agreement, Chyp executed a three-year preferred marketing agreement with eVance. Chyp acquired substantially all of the operations of Securus including its sales and marketing operations located in Portland Oregon and West Palm Beach Florida. Securus retained its approximately 5,000 merchants and related merchant processing residual portfolio.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited 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. In the opinion of management, these unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods. These unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

4

Excel Corporation and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2016

Unaudited

3. 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, Accounts Payable, Accrued Compensation, Other Accrued Liabilities, and Income Taxes Payable.

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.

Note Receivable, Other Long Term Assets, Notes Payable, and Other Long Term Liabilities.

The carrying amounts approximate the fair value as the notes bear interest rates that are consistent with current market rates.

4. RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Topic 606 (“ASU 2014-09”) which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Revenue recorded under ASU 2014-09 will depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for the Company’s fiscal year beginning January 1, 2018 and early adoption is not permitted. Management does not expect the adoption of this guidance to have a material impact on the Company’s financial statements.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 eliminates the requirement to bifurcate deferred taxes between current and noncurrent on the balance sheet and requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet. ASU 2015-17 may be applied retrospectively or prospectively and early adoption is permitted. The Company does not believe that this standard will have a material impact on its financial position.

In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes the previous leases standard, Leases (Topic 840). The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently evaluating the potential effect of this standard on its consolidated financial statements.

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.

5

Excel Corporation and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2016

Unaudited

5. DISCONTINUED OPERATIONS

On April 30, 2016, Securus entered into the Purchase Agreement with Chyp. In connection with the Purchase Agreement, Chyp executed a three year preferred marketing agreement with eVance.

Chyp acquired substantially all of the operations of Securus including its sales and marketing operations located in Portland Oregon and West Palm Beach Florida. Securus retained its approximately 5,000 merchants and related merchant processing residual portfolio. Securus also retained substantially all of its liabilities, including but not limited to, its note payable with Blue Acre Ventures (BAV), trade payables as well as liabilities to merchants.

Pursuant to the Purchase Agreement, Securus will provide financial assistance to Chyp in the form of a forgivable loan to support the transition of Securus’ operations to Chyp. Securus will advance Chyp $75,000 per month for six months and $50,000 in the seventh and eighth months for a total of $550,000. Accordingly, Chyp has executed a $550,000 promissory note (the “Chyp Note”) in favor of Securus. The Chyp Note bears an interest rate of 12% per annum with both the principal and interest due on May 1, 2017. If Chyp is in material compliance with this Purchase Agreement and related agreements until May 1, 2017, Securus will forgive the Chyp Note. Securus will also reimburse Chyp for commissions payable to Chyp employees and agents on Securus’ residual portfolio as if those agents and employees were still employed by Securus. Chyp is owned by Steven Lemma and Mychol Robirds who are former executives of Securus.

We accounted for the sale of the Securus operations to Chyp in accordance with ASC 205-20-45-1 and have classified the assets and operations sold to Chyp as discontinued operations. The Company recorded a loss on disposal of $840,641 related to the transaction. The charge includes a $290,641 write-off of the net assets acquired by Chyp and $550,000 for the financial assistance to be provided to Chyp during 2016.

A summary of results of discontinued operations is as follows:

	Six Months Ended June 30,
	2016			2015
Revenues	$	2,027,113		$	5,717,322
Operating expenses		(4,035,797	)		(7,112,380	)
Pre-tax loss from discontinued operations		(2,008,684	)		(1,395,058	)
Loss from discontinued operations, net of tax	$	(2,008,684	)	$	(1,395,058	)

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 June 30, 2016 and June 30, 2015, the Company had available unused operating loss carryforwards of $2,680,500 and $2,376,158, respectively, which generated a deferred tax benefits of $991,785 and $879,178, respectively. The Company had a 100% valuation allowance on the deferred tax assets at June 30, 2016. 

6

Excel Corporation and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2016

Unaudited

6. INCOME TAXES (Continued)

The Company’s provision for income taxes for the three and six months ended June 30, 2016 and 2015 consists of the following:

	Six months Ended June 30, 2016									Six months Ended June 30, 2015
Income Tax Expense	Continuing Operations			Discontinued Operations			Total			Continuing Operations			Discontinued Operations			Total
Current	$	326,852		$	(743,213	)	$	(416,361	)	$	269,228		$	(516,171	)	$	(246,943	)
Deferred		(326,852	)		743,213			416,361			(269,228	)		516,171			246,943
Total	$	-		$	-		$	-		$	-		$	-		$	-

	Three months Ended June 30, 2016									Three months Ended June 30, 2015
Income Tax Expense	Continuing Operations			Discontinued Operations			Total			Continuing Operations			Discontinued Operations			Total
Current	$	246,830		$	(244,813	)	$	2,017		$	100,484		$	(153,570	)	$	(53,086	)
Deferred		(246,830	)		244,813			(2,017	)		(100,484	)		153,570			53,086
Total	$	-		$	-		$	-		$	-		$	-		$	-

The Company accounts for uncertainties in income taxes in accordance with FASB ASC Topic 740 “Accounting for Uncertainty in Income Taxes”. The Company has determined that there are no significant uncertain tax positions requiring recognition in its financial statements.

In the event the Company is assessed for interest and/or penalties by taxing authorities, such assessed amounts will be classified in the financial statements as income tax expense. Tax years 2013 through 2015 remain subject to examination by Federal and state taxing authorities. 

7. STOCKHOLDERS’ EQUITY

On April 21, 2014 the Company issued two shares of Series A Preferred Stock to the two previous members of Securus. As long as a former member holds at least 9,000,000 shares of the Company’s common stock, then the member has the right to exchange his share of preferred stock for a 24.5% share of the membership interests of Securus upon a change of control in Securus (as defined). In connection with the transaction with Chyp on April 30, 2016, the Company acquired the two shares of Series A Preferred Stock.

On November 30, 2015, in connection with its acquisition of the U.S. assets and operations of Calpian Inc., the Company issued warrants to purchase an aggregate of 5,452,458 shares of the Company’s common stock at an exercise price of $0.05 per share, subject to adjustments. The warrants expire on November 30, 2025.

We estimate the fair value of warrants and stock options when issued or vested using the Black-Scholes options pricing model and subsequent changes in fair value are not recognized. Option pricing models require the input of highly subjective assumptions. We determined, using the Black-Scholes options pricing model, that these warrants have no current value, based on a maturity date of five years, a risk-free interest rate of 2.230%, and a calculated volatility rate of 8.530%, using historical stock prices of the Company.

On June 1, 2015, the Company issued 2,000,000 shares of its Common Stock to an executive in connection with the executive’s employment and the use of certain trade names and brands owned by the executive. 500,000 shares vested upon grant and an additional 500,000 shares were scheduled to vest on June 1, 2016, June 1, 2017, and June 1, 2018. The Company terminated the executive’s employment in January 2016, and the shares subject to vesting (1,500,000) were forfeited. The executive is currently disputing the forfeiture of these shares.

On March 18, 2016, the Company issued 2,300,000 Shares of Series B Convertible Preferred Stock (“Series B Shares”) to each of Thomas A. Hyde Jr. and Robert L. Winspear (each a “Holder” and collectively the “Holders”) at a price of $0.05 per share pursuant to subscription agreements between the Company and the Holders. Mr. Hyde is the President, Chief Executive Officer and a Director of the Company. Mr. Winspear is the Chief Financial Officer of the Company.

7

Excel Corporation and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2016

Unaudited

7. STOCKHOLDERS’ EQUITY (Continued)

The Series B Shares are convertible into shares of the Company’s common stock par value $0.0001 (“Common Stock”) on a ratio of 1-to-1, subject to adjustment for stock splits and stock dividends. The Series B Shares rank senior to the Common Stock and other preferred shares and carry a liquidation preference of $.05 per share. Holders of the Series B Shares are entitled to receive dividends declared on the Company’s Common Stock on an as converted basis. Each Series B Share entitles the Holder thereof to 20 votes per share on all matters subject to voting by holders of the Company’s Common Stock. The issuance of a total of 4,600,000 shares of Series B Shares, entitles the Holders thereof to vote a combined 92,000,000 shares. Under the terms of the Series B Shares, the Company has the right to require a Holder to convert the Series B Shares into Common Stock at any time after the Holder resigns, is terminated or otherwise ceases to be an officer of the Company. In addition, the Company has the right at any time after July 18, 2016 to repurchase and retire all but not less than all of the Series B Preferred Stock for $0.05 per share provided that it gives notice to the Holder of the Company’s intent to redeem the shares and the Holder does not elect to convert the Series B Shares into Common Stock in lieu of the redemption.

In connection with the issuance of the Series B Shares, the Company and the Holders executed a Stockholders Agreement (the “Agreement”) whereby the Holders agreed to not to initiate directly or indirectly any stockholder vote or action, by written consent or otherwise, to increase the size or structure of the Company’s board of directors or remove any existing director, nor initiate directly or indirectly any stockholder vote or action by written consent or otherwise, to affect Holders’ executive compensation, bonus criteria and amounts, or other similar action. The Holders also agreed to convert the Series B Shares immediately upon termination, whether voluntary or involuntary, or upon their resignation for any reason.

8. ACQUISITIONS

Pro Forma Financial Information

The information that follows provides supplemental information about pro forma revenues and net income (loss) attributable to the Company as if the acquisition of Calpian’s US assets had been consummated as of January 1, 2015. Such information is unaudited and is based on estimates and assumptions which the Company believes are reasonable.

These results are not necessarily indicative of the consolidated statements of operations in future periods or the results that would have actually been realized had the Company and Calpian been a combined entity during 2015.

Selected Pro Forma Financial Information	Excel			Calpian US Operations			Pro Forma
Revenues	$	2,213,934		$	6,390,257		$	8,604,191
Net income attributable to the Company	$	(667,415	)	$	(341,819	)	$	(1,009,234	)
Net loss attributable to the Company per common share - basic and diluted	$	(0.007	)	$	(0.003	)	$	(0.010	)

9. PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of June 30, 2016 and December 31, 2015:

	June 30, 2016			December 31, 2015
Computer software	$	38,604		$	35,595
Equipment		137,723			123,074
Furniture & fixtures		43,266			33,336
Leasehold improvements		3,471			3,471
Total cost		223,064			195,476
Less accumulated depreciation and amortization		(53,334	)		(10,516	)
Property and equipment – net	$	169,730		$	184,960

8

Excel Corporation and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2016

Unaudited

10. LEASES

The Company executed a lease for its corporate offices in Irving Texas. The lease began on November 1, 2014 and has a term of 63 months with monthly payments ranging from $0 to $6,428.

eVance leases its Georgia office facilities under an operating lease expiring in November 2019. Monthly lease payments range from $0 to $9,046 throughout the term of the lease.

Total rent expense for the six months ended June 30, 2016 was $167,969, compared to $202,808 for the three months ended June 30, 2015.

The future minimum lease payments required under long-term operating leases as of June 30, 2016 are as follows:

2016	$	36,504
2017		147,278
2018		162,048
2019 and after		182,960
Total	$	528,790

11. CONTINGENCIES

Real American Capital Corporations filed a lawsuit against the Company in October 2015 claiming default under a note. The plaintiff seeks damages of $120,000 plus interest and other costs. The Company intends to defend this matter vigorously. The Company is also subject to various other claims and actions arising in the normal course of business, none of which are expected to have a material impact on the financial position or results of operations of the Company.

12. NOTES PAYABLE

The following summarizes the Company’s current outstanding notes payable:

	June 30, 2016			December 31, 2015
Note payable to BAV, due in monthly installments of $48,333 through May 2017, including simple interest at 15%, secured by the Company’s residual portfolio	$	468,631		$	681,361
Note payable to SME Funding LLC, due December 1, 2016, bearing simple interest at 12%, secured by the Company’s residual portfolio		500,000			500,000
Notes payable due December 1, 2016, bearing interest at 12%, secured by the assets of eVance		8,029,916			8,029,916
Total		8,998,547			9,211,277
Less current portion		(8,998,547	)		(8,984,544	)
Long-term portion of notes payable	$	-		$	226,733

9

Excel Corporation and Subsidiaries

Notes to Consolidated Financial Statements

June 30, 2016

Unaudited

12. NOTES PAYABLE (Continued)

Future maturities of notes as of June 30, 2016 are as follows:

2016		8,904,931
2017		93,616
Total	$	8,998,547

13. RELATED PARTY TRANSACTIONS

On February 15, 2016, SME Funding LLC purchased $35,000 of the Company’s monthly residuals for $700,000 cash, pursuant to a residual purchase agreement (“RPA”). Under the terms of the RPA, the Company is obliged to maintain the residual at $35,000 for a period of 20 months. In addition, the Company has the right to repurchase the residuals for $770,000 until October 17, 2017. As a result of the repurchase option, the Company accounted for the transaction as a liability and not as a sale. The $700,000 is included in other long-term liabilities on the accompanying balance sheet.

10

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

The following discussion and analysis of our results of operations and financial condition for the three and six months ended June 30, 2016 and 2015 should be read in conjunction with our interim financial statements and the notes to those financial statements that are included elsewhere in this quarterly report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the “Risk Factors,” “Cautionary Notice Regarding Forward-Looking Statements” and “Description of Business” sections and included in our Annual Report on Form 10-K for the year ended December 31, 2015. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “predict,” and similar expressions to identify forward-looking statements. Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within the bounds of our knowledge of our business, our actual results could differ materially from those discussed in these statements. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future.

Current Overview

We sell integrated financial and transaction processing services to small and medium sized businesses throughout the United States. We provide these services through our wholly-owned subsidiaries, Securus and eVance. Securus operates as a national retail ISO and MSP with approximately 5,000 merchants across the country using First Data Corporation as its primary processing partner. eVance utilizes multiple processing partners including TSYS, Cynergy, Elavon, First Data Corporation and others. These relationships allow us to provide rapid clearing of payments, using traditional credit card terminals, POS systems and mobile applications, including Apple Pay, Samsung Pay and Android Pay. Our merchant account solutions, combined with the latest mobile site and cloud based technologies, are designed to meet the unique needs of our over 10,000 merchant customers across the U.S.

Through our eVance subsidiary, we provide an integrated suite of third-party merchant payment processing services and related proprietary software enabling products that deliver credit and debit card-based internet payments processing solutions to small and mid-sized merchants operating in physical “brick and mortar” business environments, on the internet and in retail settings requiring both wired and wireless mobile payment solutions. We operate as a wholesale ISO generating individual merchant processing contracts in exchange for future residual payments. As a wholesale ISO, eVance takes greater responsibility in the approval and monitoring of merchants than do retail ISOs and we receive additional consideration for this service and risk. eVance also intends to acquire merchant debit and credit processing residual revenue streams paid by transaction processors to ISOs. eVance’ s U.S. merchant residual portfolios, comprise over 5,000 traditional retail and e-commerce merchant accounts, and several residual revenue portfolios.

On April 30, 2016, Securus entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Chyp LLC (“Chyp”). In connection with the Purchase Agreement, Chyp executed a three-year preferred marketing agreement with eVance.

Chyp acquired substantially all of the operations of Securus including its sales and marketing operations located in Portland Oregon and West Palm Beach Florida. Securus retained its approximately 5,000 merchants and related merchant processing residual portfolio. Securus also retained substantially all of its liabilities, including but not limited to, its note payable with Blue Acre Ventures, trade payables as well as liabilities to merchants.

During 2015, we began selling merchant cash advances through our Excel Business Solutions Inc. subsidiary, marketed as “eVance Capital” and “Securus Cash and Capital.” We sell alternative financing and working capital solutions to small and medium sized businesses utilizing a variety of third-party funding sources. We do not provide capital directly or take credit risk. We earn commissions from third-party capital funders by placing their financial products with our merchant customers. This portion of our business does not yet represent a significant portion of our revenues, costs, or assets.

We are actively seeking acquisition opportunities in related industries including, but not limited to, merchant services and merchant cash advance companies. Although management believes that there are acquisition opportunities, there can be no assurance that the Company will be able to complete any such transactions.

11

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with GAAP requires us 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.

Results of Operations

On November 30, 2015, eVance acquired substantially all of the US operations of Calpian Inc. As a result of this acquisition, operating results for the three months ended June 30, 2016 and 2015 are not comparable. Virtually all of the changes in the results of operations are due to the acquisition of Calpian’s US assets by eVance.

Revenues

During the three months ended June 30, 2016, we had revenues of $4,446,291 compared to revenues of $1,060,225 for the three months ended June 30, 2015. For the six months ended June 30, 2016 we had revenues of $8,465,949 as compared to revenues of $2,213,934 for the six months ended June 30, 2015.

Costs and Expenses

Our operating costs and expenses were $3,501,143 for the three months ended June 30, 2016 as compared to $720,952 for the three months ended June 30, 2015. Processing and servicing costs were $2,159,790 or 48.6% of total revenue for the three months ended June 30, 2016 and $4,169,799 or 49.3% of total revenue for the six months ended June 30, 2016. Corporate overhead accounted for $554,357 and $1,287,210 of total costs and expenses for the three and six months ended June 30, 2016 respectively, as compared to $580,731 and $1,058,359 for the three and six months ended June 30, 2015.

12

Interest expense

Interest expense net of interest income was $278,039 for the three months ended June 30, 2016 as compared to $67,695 for the three months ended June 30, 2015. For the six months ended June 30, 2016 and 2015, net interest expense was $606,655 and $146,600, respectively. The increase was due primarily to the debt assumed by eVance’s purchase of Calpian’s US assets. 

Net income from continuing operations

Net income from continuing operations was $667,109 and $271,578 for the three months ended June 30, 2016 and 2015, respectively. Net income from continuing operations was $883,385 and 727,643 for the six months ended June 30, 2016 and 2015, respectively. The increase in income in both periods was due to both higher processing revenues by Securus and the additional income generated by the acquisition of eVance in November of 2015.

Loss on discontinued operations includes the results of the Securus operations sold to Chyp LLC through April 30, 2016

Liquidity and Capital Resources

The following summarizes our cash flows:

	Six months ended June 30,
	2016			2015
Net cash provided by (used in) operating activities	$	(103,554	)	$	246,669
Net cash used in investing activities		(22,907	)		(148,656	)
Net cash provided by (used in) financing activities		17,270			(268,145	)
Net  decrease in cash	$	(109,191	)	$	(170,132	)

Net cash used in operating activities for the six months ended June 30, 2016 was $103,554 as compared with net cash provided by operating activities $246,669 in 2015. Net losses from discontinued operations were partially offset by improvement in continuing operations. Net losses for the three months ended June 30, 2016 were partially offset by changes in working capital.

Net cash used in investing activities was $22,907 for the six months ended June 30, 2016 as compared to $148,656 used in investing activities for the six months ended June 30, 2015. The higher capital expenditures in 2015 were primarlily for computer software.

Net cash provided by financing activities was $17,270 for the six months ended June 30, 2016 as compared to $268,145 used in financing activities for the six months ended June 30, 2015. The improvement was due to the issuance of the Class B Convertible Preferred Stock.

As of June 30, 2016, we had cash and cash equivalents of $252,939, total current assets of $1,598,411 and total current liabilities of $13,257,224.

The Company is currently seeking to refinance the debt assumed in connection with its acquisition of Calpian’s US assets to obtain additional capital to fund our growth, including potential acquisitions of residual portfolios and for general corporate purposes. There can be no assurance that the Company will be able to refinance its existing debt or obtain additional capital on terms that are acceptable to the Company, or at all.

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.

13

Revenue Recognition

The Company receives a percentage of recurring monthly transaction related fees comprised of credit and debit card fees charged to merchants, net of association fees, otherwise known as Interchange, as well as certain service charges and convenience fees, 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. In the case of “wholesale” residual revenue in which the Company bears risk of chargebacks and performs underwriting on the merchants, the Company records the full discount charged to the merchant as revenue and the related interchange and other processing fees as expenses. In cases of residual revenue where the Company is not responsible for merchant underwriting and has no chargeback liability, the Company records the amount it receives from the processor net of interchange and other processing fees as revenue. 

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. Restricted cash is not included as cash and cash equivalents.

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.

Earnings Per Share

Basic earnings per share is computed by dividing net income (loss) available for common stock by the weighted average number of common shares outstanding during the period. Fully diluted earnings per share is the same as basic earnings per share as the Company had no material common stock equivalents outstanding during the periods presented.

14

Recent Accounting Pronouncements

Management does not currently 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 June 30, 2016 and found them to be 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 June 30, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 for the year ended December 31, 2015 filed with the SEC on April 13, 2016. 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 for the year ended December 31, 2015, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

ITEM 5. OTHER INFORMATION

None

15

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
2.01	Definitive Purchase Agreement, dated April 30, 2016, between Payprotec Oregon LLC and Chyp LLC is incorporated herein by reference to exhibit 2.01 of the Company’s Current Report on Form 8-K dated April 30, 2016
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.

16

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: August 15, 2016	/s/ Thomas A. Hyde, Jr.
	Thomas A. Hyde, Jr. Chief Executive Officer (Principal executive officer)

Dated: August 15, 2016	/s/ Robert L. Winspear
	Robert L. Winspear Chief Financial Officer (Principal financial and accounting officer)

17

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: August 15, 2016

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: August 15, 2016

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 June 30, 2016, (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: August 15, 2016

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 June 30, 2016, (the “Report”), I, Robert L. Winspear, the 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: August 15, 2016

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.

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Aug. 15, 2016
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	Jun. 30, 2016
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2016
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		96,759,070

XML

Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Current Assets
Cash and cash equivalents	$ 252,939	$ 362,130
Accounts receivable	1,164,066	1,016,141
Prepaid expenses	6,493	43,074
Other current assets	174,913	83,545
Current assets held for sale		167,406
Total current assets	1,598,411	1,672,296
Other Assets
Fixed assets, net of depreciation	169,730	184,960
Goodwill	7,914,269	7,914,269
Note receivable	675,000	675,000
Equity investment	188,140	164,790
Residual portfolios	2,328,966	2,505,164
Other long term assets	516,762	593,893
Other assets held for sale		302,898
Total other assets	11,792,867	12,340,974
Total assets	13,391,278	14,013,270
Current Liabilities
Accounts payable	704,183	1,374,878
Accrued compensation	1,877,660	1,508,531
Other accrued liabilities	1,276,834	839,308
Notes payable - current portion	8,998,547	8,984,544
Accrued costs of disposal of discontinued operations	400,000
Total current liabilities	13,257,224	12,707,261
Long-term Liabilities
Notes payable - long term portion		226,733
Other long term liabilities	719,988	41,692
Total long-term liabilities	719,988	268,425
Commitments and contingencies
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, value
Common stock, $.0001 par value, 200,000,000 shares authorized 96,759,070 and 98,259,070 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively.	9,676	9,826
Additional paid-in capital	4,770,503	4,428,391
Accumulated deficit	(5,366,573)	(3,400,633)
Total stockholders' equity (deficit)	(585,934)	1,037,584
Total Liabilities and Stockholders' Equity (Deficit)	13,391,278	14,013,270
Series A Preferred Stock
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, value
Total stockholders' equity (deficit)
Series B Preferred Stock
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, value	460
Total stockholders' equity (deficit)

XML

Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares	Jun. 30, 2016	Dec. 31, 2015
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	96,759,070	98,259,070
Common stock, shares outstanding	96,759,070	98,259,070
Series A Preferred Stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	2
Preferred stock, shares outstanding	0	2
Series B Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	4,600,000	0
Preferred stock, shares outstanding	4,600,000	0

XML

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Revenues
Transaction and processing fees	$ 4,390,222	$ 1,060,225	$ 8,356,075	$ 2,213,934
Merchant cash advance revenue and other	56,069		109,874
Total revenues	4,446,291	1,060,225	8,465,949	2,213,934
Costs and expenses
Processing and servicing costs	2,159,790	142,263	4,169,799
Salaries and wages	841,138	338,925	1,816,973	672,678
Other selling general and administrative expenses	500,215	239,764	989,137	667,013
Total costs and expenses	3,501,143	720,952	6,975,909	1,339,691
Income from operations	945,148	339,273	1,490,040	874,243
Interest expense, net	278,039	67,695	606,655	146,600
Net income from continuing operations before income taxes	667,109	271,578	883,385	727,643
Income tax expense (benefit)
Current	246,830	100,484	326,852	269,228
Deferred	(246,830)	(100,484)	(326,852)	(269,228)
Income tax expense
Net income from continuing operations	667,109	271,578	883,385	727,643
Loss from discontinued operations, net of tax	(661,655)	(415,053)	(2,008,684)	(1,395,058)
Loss on disposal of operations			(840,641)
Net income (loss)	$ 5,454	$ (143,475)	$ (1,965,940)	$ (667,415)
Net income (loss) per share
Basic & diluted, continuing operations	$ 0.007	$ 0.003	$ 0.009	$ 0.007
Basic & Diluted, discontinued operations	(0.007)	(0.004)	(0.029)	(0.014)
Basic & Diluted, Total	$ 0.000	$ (0.001)	$ (0.020)	$ (0.007)
Weighted average shares outstanding basic & diluted	96,759,070	97,918,411	96,907,422	97,590,562

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Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Operating activities:
Net loss	$ (1,965,940)	$ (667,415)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	243,998	49,004
Stock based compensation	112,423	147,575
Income in investment accounted for under the equity method	(23,350)
Loss on disposal of operations	840,641
Decrease (increase)
Accounts receivable	(147,925)	139,642
Inventory		4,311
Other current assets	(91,368)
Prepaid expenses	36,581	25,456
Other long term assets	77,131	4,583
Increase (decrease)
Accounts payable	(670,695)	47,247
Accrued compensation	369,129	98,127
Other accrued liabilities	437,525	397,878
Other long-term liabilities	678,296	261
Net cash provided by (used in) operating activities	(103,554)	246,669
Cash flows from investing activities:
Purchase of property and equipment	(22,907)	(148,656)
Net cash used in investing activities	(22,907)	(148,656)
Cash flows from financing activities:
Issuance of notes	230,000	100,000
Issuance of preferred stock	(212,730)
Note and debt payments		(368,145)
Net cash provided by (used in) financing activities	17,270	(268,145)
Net decrease in cash	(109,191)	(170,132)
Cash - Beginning	362,130	326,788
Cash - Ending	252,939	156,656
Supplemental disclosure of cash flow information
Cash paid for interest	$ 606,655	$ 67,695

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Organization and Operations

6 Months Ended

Jun. 30, 2016

Organization and Operations [Abstract]

ORGANIZATION AND OPERATIONS

1. ORGANIZATION AND OPERATIONS

Excel Corporation (the “Company”) was organized on November 13, 2010 as a Delaware corporation. The Company has three wholly owned subsidiaries, Excel Business Solutions, Inc. (d/b/a eVance Capital), Payprotec Oregon, LLC (d/b/a Securus Payments), (“Securus”), and eVance Processing Inc. (“eVance”).

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

Prior to the acquisition of Securus in April of 2014, we were considered a developmental stage company as defined by FASB ASC 915-205-45-6. With the acquisition of Securus, we ceased to be a development stage company.

On November 30, 2015, eVance entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Calpian, Inc. (“Calpian”), Calpian Residual Acquisition, LLC (“CRA”) and Calpian Commerce, Inc., a wholly owned subsidiary of Calpian (“CCI,” and collectively with Calpian and CRA, the “Sellers”). Pursuant to the Purchase Agreement, eVance acquired substantially all of the U.S. assets and operations of the Sellers. In consideration for the acquired assets, eVance assumed certain of the Sellers’ liabilities, including an aggregate of $9,000,000 of notes payable and certain of the Sellers’ outstanding contractual obligations. 

On April 12, 2016, eVance entered into an agreement with the Sellers and a cancellation of securities acknowledgement with one of eVance’s note-holders whereby the noteholder cancelled their note in the amount of $720,084 and Calpian issued eVance a note in the amount of $675,000 in exchange for eVance and the Sellers mutually waiving any claims either party has or could have under the Purchase Agreement against one another. The $675,000 note bears simple interest of 12% per annum payable monthly and matures on November 30, 2017. As part of the Purchase Agreement, eVance acquired several residual portfolios including the supporting contracts (residual purchase agreements). eVance, as successor under one of these residual purchase agreements, has sued a third party for breach of contract on the residual purchase agreement between the third party and Seller and has claimed damages in excess of $1,500,000. eVance has agreed to apply any recovery from such litigation (less costs) against the principal balance of the $675,000 note up to a maximum of $675,000. The Company reflected the reduction in the assumed debt by $720,084 as a reduction in goodwill and a reduction in the debt assumed. In addition, the noteholder returned a warrant to purchase 360,042 shares of the Company’s common stock. As a result of this agreement, the $9,000,000 of notes payable was reduced to $8,279,916.

On April 30, 2016, Securus entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Chyp LLC (“Chyp”). In connection with the Purchase Agreement, Chyp executed a three-year preferred marketing agreement with eVance. Chyp acquired substantially all of the operations of Securus including its sales and marketing operations located in Portland Oregon and West Palm Beach Florida. Securus retained its approximately 5,000 merchants and related merchant processing residual portfolio.

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2016

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited 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. In the opinion of management, these unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods. These unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Reclassification

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2016

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

3. 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, Accounts Payable, Accrued Compensation, Other Accrued Liabilities, and Income Taxes Payable.

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.

Note Receivable, Other Long Term Assets, Notes Payable, and Other Long Term Liabilities.

The carrying amounts approximate the fair value as the notes bear interest rates that are consistent with current market rates.

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Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2016

Recent Accounting Pronouncements [Abstract]

RECENT ACCOUNTING PRONOUNCEMENTS

4. RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Topic 606 (“ASU 2014-09”) which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. Revenue recorded under ASU 2014-09 will depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for the Company’s fiscal year beginning January 1, 2018 and early adoption is not permitted. Management does not expect the adoption of this guidance to have a material impact on the Company’s financial statements.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. ASU 2015-17 eliminates the requirement to bifurcate deferred taxes between current and noncurrent on the balance sheet and requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet. ASU 2015-17 may be applied retrospectively or prospectively and early adoption is permitted. The Company does not believe that this standard will have a material impact on its financial position.

In February 2016, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract. The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. ASU 2016-02 supersedes the previous leases standard, Leases (Topic 840). The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently evaluating the potential effect of this standard on its consolidated financial statements.

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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Discontinued Operations

6 Months Ended

Jun. 30, 2016

Discontinued Operations [Abstract]

DISCONTINUED OPERATIONS

5. DISCONTINUED OPERATIONS

On April 30, 2016, Securus entered into the Purchase Agreement with Chyp. In connection with the Purchase Agreement, Chyp executed a three year preferred marketing agreement with eVance.

Chyp acquired substantially all of the operations of Securus including its sales and marketing operations located in Portland Oregon and West Palm Beach Florida. Securus retained its approximately 5,000 merchants and related merchant processing residual portfolio. Securus also retained substantially all of its liabilities, including but not limited to, its note payable with Blue Acre Ventures (BAV), trade payables as well as liabilities to merchants.

Pursuant to the Purchase Agreement, Securus will provide financial assistance to Chyp in the form of a forgivable loan to support the transition of Securus’ operations to Chyp. Securus will advance Chyp $75,000 per month for six months and $50,000 in the seventh and eighth months for a total of $550,000. Accordingly, Chyp has executed a $550,000 promissory note (the “Chyp Note”) in favor of Securus. The Chyp Note bears an interest rate of 12% per annum with both the principal and interest due on May 1, 2017. If Chyp is in material compliance with this Purchase Agreement and related agreements until May 1, 2017, Securus will forgive the Chyp Note. Securus will also reimburse Chyp for commissions payable to Chyp employees and agents on Securus’ residual portfolio as if those agents and employees were still employed by Securus. Chyp is owned by Steven Lemma and Mychol Robirds who are former executives of Securus.

We accounted for the sale of the Securus operations to Chyp in accordance with ASC 205-20-45-1 and have classified the assets and operations sold to Chyp as discontinued operations. The Company recorded a loss on disposal of $840,641 related to the transaction. The charge includes a $290,641 write-off of the net assets acquired by Chyp and $550,000 for the financial assistance to be provided to Chyp during 2016.

A summary of results of discontinued operations is as follows:

	Six Months Ended  June 30,
	2016			2015
Revenues	$	2,027,113		$	5,717,322
Operating expenses		(4,035,797	)		(7,112,380	)
Pre-tax loss from discontinued operations		(2,008,684	)		(1,395,058	)
Loss from discontinued operations, net of tax	$	(2,008,684	)	$	(1,395,058	)

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Income Taxes

6 Months Ended

Jun. 30, 2016

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 June 30, 2016 and June 30, 2015, the Company had available unused operating loss carryforwards of $2,680,500 and $2,376,158, respectively, which generated a deferred tax benefits of $991,785 and $879,178, respectively. The Company had a 100% valuation allowance on the deferred tax assets at June 30, 2016. 

The Company’s provision for income taxes for the three and six months ended June 30, 2016 and 2015 consists of the following:

	Six months Ended June 30, 2016									Six months Ended June 30, 2015
Income Tax Expense	Continuing Operations			Discontinued Operations			Total			Continuing Operations			Discontinued Operations			Total
Current	$	326,852		$	(743,213	)	$	(416,361	)	$	269,228		$	(516,171	)	$	(246,943	)
Deferred		(326,852	)		743,213			416,361			(269,228	)		516,171			246,943
Total	$	-		$	-		$	-		$	-		$	-		$	-

	Three months Ended June 30, 2016									Three months Ended June 30, 2015
Income Tax Expense	Continuing Operations			Discontinued Operations			Total			Continuing Operations			Discontinued Operations			Total
Current	$	246,830		$	(244,813	)	$	2,017		$	100,484		$	(153,570	)	$	(53,086	)
Deferred		(246,830	)		244,813			(2,017	)		(100,484	)		153,570			53,086
Total	$	-		$	-		$	-		$	-		$	-		$	-

The Company accounts for uncertainties in income taxes in accordance with FASB ASC Topic 740 “Accounting for Uncertainty in Income Taxes”. The Company has determined that there are no significant uncertain tax positions requiring recognition in its financial statements.

In the event the Company is assessed for interest and/or penalties by taxing authorities, such assessed amounts will be classified in the financial statements as income tax expense. Tax years 2013 through 2015 remain subject to examination by Federal and state taxing authorities.

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Stockholders' Equity

6 Months Ended

Jun. 30, 2016

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

7. STOCKHOLDERS’ EQUITY

On April 21, 2014 the Company issued two shares of Series A Preferred Stock to the two previous members of Securus. As long as a former member holds at least 9,000,000 shares of the Company’s common stock, then the member has the right to exchange his share of preferred stock for a 24.5% share of the membership interests of Securus upon a change of control in Securus (as defined). In connection with the transaction with Chyp on April 30, 2016, the Company acquired the two shares of Series A Preferred Stock.

On November 30, 2015, in connection with its acquisition of the U.S. assets and operations of Calpian Inc., the Company issued warrants to purchase an aggregate of 5,452,458 shares of the Company’s common stock at an exercise price of $0.05 per share, subject to adjustments. The warrants expire on November 30, 2025.

We estimate the fair value of warrants and stock options when issued or vested using the Black-Scholes options pricing model and subsequent changes in fair value are not recognized. Option pricing models require the input of highly subjective assumptions. We determined, using the Black-Scholes options pricing model, that these warrants have no current value, based on a maturity date of five years, a risk-free interest rate of 2.230%, and a calculated volatility rate of 8.530%, using historical stock prices of the Company.

On June 1, 2015, the Company issued 2,000,000 shares of its Common Stock to an executive in connection with the executive’s employment and the use of certain trade names and brands owned by the executive. 500,000 shares vested upon grant and an additional 500,000 shares were scheduled to vest on June 1, 2016, June 1, 2017, and June 1, 2018. The Company terminated the executive’s employment in January 2016, and the shares subject to vesting (1,500,000) were forfeited. The executive is currently disputing the forfeiture of these shares.

On March 18, 2016, the Company issued 2,300,000 Shares of Series B Convertible Preferred Stock (“Series B Shares”) to each of Thomas A. Hyde Jr. and Robert L. Winspear (each a “Holder” and collectively the “Holders”) at a price of $0.05 per share pursuant to subscription agreements between the Company and the Holders. Mr. Hyde is the President, Chief Executive Officer and a Director of the Company. Mr. Winspear is the Chief Financial Officer of the Company.

The Series B Shares are convertible into shares of the Company’s common stock par value $0.0001 (“Common Stock”) on a ratio of 1-to-1, subject to adjustment for stock splits and stock dividends. The Series B Shares rank senior to the Common Stock and other preferred shares and carry a liquidation preference of $.05 per share. Holders of the Series B Shares are entitled to receive dividends declared on the Company’s Common Stock on an as converted basis. Each Series B Share entitles the Holder thereof to 20 votes per share on all matters subject to voting by holders of the Company’s Common Stock. The issuance of a total of 4,600,000 shares of Series B Shares, entitles the Holders thereof to vote a combined 92,000,000 shares. Under the terms of the Series B Shares, the Company has the right to require a Holder to convert the Series B Shares into Common Stock at any time after the Holder resigns, is terminated or otherwise ceases to be an officer of the Company. In addition, the Company has the right at any time after July 18, 2016 to repurchase and retire all but not less than all of the Series B Preferred Stock for $0.05 per share provided that it gives notice to the Holder of the Company’s intent to redeem the shares and the Holder does not elect to convert the Series B Shares into Common Stock in lieu of the redemption.

In connection with the issuance of the Series B Shares, the Company and the Holders executed a Stockholders Agreement (the “Agreement”) whereby the Holders agreed to not to initiate directly or indirectly any stockholder vote or action, by written consent or otherwise, to increase the size or structure of the Company’s board of directors or remove any existing director, nor initiate directly or indirectly any stockholder vote or action by written consent or otherwise, to affect Holders’ executive compensation, bonus criteria and amounts, or other similar action. The Holders also agreed to convert the Series B Shares immediately upon termination, whether voluntary or involuntary, or upon their resignation for any reason.

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Acquisitions

6 Months Ended

Jun. 30, 2016

Acquisitions [Abstract]

ACQUISITIONS

8. ACQUISITIONS

Pro Forma Financial Information

The information that follows provides supplemental information about pro forma revenues and net income (loss) attributable to the Company as if the acquisition of Calpian’s US assets had been consummated as of January 1, 2015. Such information is unaudited and is based on estimates and assumptions which the Company believes are reasonable.

These results are not necessarily indicative of the consolidated statements of operations in future periods or the results that would have actually been realized had the Company and Calpian been a combined entity during 2015.

Selected Pro Forma Financial Information	Excel			Calpian US Operations			Pro Forma
Revenues	$	2,213,934		$	6,390,257		$	8,604,191
Net income attributable to the Company	$	(667,415	)	$	(341,819	)	$	(1,009,234	)
Net loss attributable to the Company per common share - basic and diluted	$	(0.007	)	$	(0.003	)	$	(0.010	)

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Property and Equipment

6 Months Ended

Jun. 30, 2016

Property and Equipment [Abstract]

PROPERTY AND EQUIPMENT

9. PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of June 30, 2016 and December 31, 2015:

	June 30, 2016			December 31, 2015
Computer software	$	38,604		$	35,595
Equipment		137,723			123,074
Furniture & fixtures		43,266			33,336
Leasehold improvements		3,471			3,471
Total cost		223,064			195,476
Less accumulated depreciation and amortization		(53,334	)		(10,516	)
Property and equipment – net	$	169,730		$	184,960

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Leases

6 Months Ended

Jun. 30, 2016

Leases [Abstract]

LEASES

10. LEASES

The Company executed a lease for its corporate offices in Irving Texas. The lease began on November 1, 2014 and has a term of 63 months with monthly payments ranging from $0 to $6,428.

eVance leases its Georgia office facilities under an operating lease expiring in November 2019. Monthly lease payments range from $0 to $9,046 throughout the term of the lease.

Total rent expense for the six months ended June 30, 2016 was $167,969, compared to $202,808 for the three months ended June 30, 2015.

The future minimum lease payments required under long-term operating leases as of June 30, 2016 are as follows:

2016	$	36,504
2017		147,278
2018		162,048
2019 and after		182,960
Total	$	528,790

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Contingencies

6 Months Ended

Jun. 30, 2016

Contingencies [Abstract]

CONTINGENCIES

11. CONTINGENCIES

Real American Capital Corporations filed a lawsuit against the Company in October 2015 claiming default under a note. The plaintiff seeks damages of $120,000 plus interest and other costs. The Company intends to defend this matter vigorously. The Company is also subject to various other claims and actions arising in the normal course of business, none of which are expected to have a material impact on the financial position or results of operations of the Company.

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Notes Payable

6 Months Ended

Jun. 30, 2016

Notes Payable [Abstract]

NOTES PAYABLE

12. NOTES PAYABLE

The following summarizes the Company’s current outstanding notes payable:

	June 30, 2016			December 31, 2015
Note payable to BAV, due in monthly installments of $48,333 through May 2017, including simple interest at 15%, secured by the Company’s residual portfolio	$	468,631		$	681,361
Note payable to SME Funding LLC, due December 1,2016, bearing simple interest at 12%, secured by the Company’s residual portfolio		500,000			500,000
Notes payable due December 1, 2016, bearing interest at 12%, secured by the assets of eVance		8,029,916			8,029,916
Total		8,998,547			9,211,277
Less current portion		(8,998,547	)		(8,984,544	)
Long-term portion of notes payable	$	-		$	226,733

Future maturities of notes as of June 30, 2016 are as follows:

2016		8,904,931
2017		93,616
Total	$	8,998,547

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Related Party Transactions

6 Months Ended

Jun. 30, 2016

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

13. RELATED PARTY TRANSACTIONS

On February 15, 2016, SME Funding LLC purchased $35,000 of the Company’s monthly residuals for $700,000 cash, pursuant to a residual purchase agreement (“RPA”). Under the terms of the RPA, the Company is obliged to maintain the residual at $35,000 for a period of 20 months. In addition, the Company has the right to repurchase the residuals for $770,000 until October 17, 2017. As a result of the repurchase option, the Company accounted for the transaction as a liability and not as a sale. The $700,000 is included in other long-term liabilities on the accompanying balance sheet.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2016

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying unaudited 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. In the opinion of management, these unaudited consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results of the interim periods. These unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

Reclassification

Reclassification

Certain prior period amounts have been reclassified to conform to the current period’s presentation.

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Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2016

Discontinued Operations [Abstract]

Schedule of discontinued operations

	Six Months Ended  June 30,
	2016			2015
Revenues	$	2,027,113		$	5,717,322
Operating expenses		(4,035,797	)		(7,112,380	)
Pre-tax loss from discontinued operations		(2,008,684	)		(1,395,058	)
Loss from discontinued operations, net of tax	$	(2,008,684	)	$	(1,395,058	)

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2016

Income Taxes [Abstract]

Schedule of provision for income taxes

	Six months Ended June 30, 2016									Six months Ended June 30, 2015
Income Tax Expense	Continuing Operations			Discontinued Operations			Total			Continuing Operations			Discontinued Operations			Total
Current	$	326,852		$	(743,213	)	$	(416,361	)	$	269,228		$	(516,171	)	$	(246,943	)
Deferred		(326,852	)		743,213			416,361			(269,228	)		516,171			246,943
Total	$	-		$	-		$	-		$	-		$	-		$	-

	Three months Ended June 30, 2016									Three months Ended June 30, 2015
Income Tax Expense	Continuing Operations			Discontinued Operations			Total			Continuing Operations			Discontinued Operations			Total
Current	$	246,830		$	(244,813	)	$	2,017		$	100,484		$	(153,570	)	$	(53,086	)
Deferred		(246,830	)		244,813			(2,017	)		(100,484	)		153,570			53,086
Total	$	-		$	-		$	-		$	-		$	-		$	-

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Acquisitions (Tables)

6 Months Ended

Jun. 30, 2016

Acquisitions [Abstract]

Schedule of selected proforma financial information

Selected Pro Forma Financial Information	Excel			Calpian US Operations			Pro Forma
Revenues	$	2,213,934		$	6,390,257		$	8,604,191
Net income attributable to the Company	$	(667,415	)	$	(341,819	)	$	(1,009,234	)
Net loss attributable to the Company per common share - basic and diluted	$	(0.007	)	$	(0.003	)	$	(0.010	)

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Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2016

Property and Equipment [Abstract]

Schedule of property and equipment

	June 30, 2016			December 31, 2015
Computer software	$	38,604		$	35,595
Equipment		137,723			123,074
Furniture & fixtures		43,266			33,336
Leasehold improvements		3,471			3,471
Total cost		223,064			195,476
Less accumulated depreciation and amortization		(53,334	)		(10,516	)
Property and equipment – net	$	169,730		$	184,960

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Leases (Tables)

6 Months Ended

Jun. 30, 2016

Leases [Abstract]

Schedule of future minimum lease payments

2016	$	36,504
2017		147,278
2018		162,048
2019 and after		182,960
Total	$	528,790

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Notes Payable (Tables)

6 Months Ended

Jun. 30, 2016

Notes Payable [Abstract]

Schedule of notes payable

	June 30, 2016			December 31, 2015
Note payable to BAV, due in monthly installments of $48,333 through May 2017, including simple interest at 15%, secured by the Company’s residual portfolio	$	468,631		$	681,361
Note payable to SME Funding LLC, due December 1,2016, bearing simple interest at 12%, secured by the Company’s residual portfolio		500,000			500,000
Notes payable due December 1, 2016, bearing interest at 12%, secured by the assets of eVance		8,029,916			8,029,916
Total		8,998,547			9,211,277
Less current portion		(8,998,547	)		(8,984,544	)
Long-term portion of notes payable	$	-		$	226,733

Schedule of future maturities

2016		8,904,931
2017		93,616
Total	$	8,998,547

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Organization and Operations (Details)		6 Months Ended
	Apr. 12, 2016 USD ($)	Jun. 30, 2016 USD ($) Subsidiary Merchants	Nov. 30, 2015 USD ($)	Feb. 17, 2015	Apr. 21, 2014
Organization and Operations (Textual)
Number of wholly owned subsidiaries | Subsidiary		3
Membership interest percentage				90.00%	100.00%
Notes payable			$ 9,000,000
Number of merchants | Merchants		5,000
Bearer simple interest rate	12.00%
Litigation amount	$ 675,000
eVance Processing Inc [Member]
Organization and Operations (Textual)
Notes payable	675,000	$ 8,279,916
Cancellation of securities, value	720,084
Damages claim amount	1,500,000
Warrant purchase to common stock	$ 360,042
Bearer simple interest rate	12.00%
Litigation amount	$ 675,000
Maturity date for re-purchase	Nov. 30, 2017

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Discontinued Operations (Details) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Discontinued Operations [Abstract]
Revenues	$ 2,027,113	$ 5,717,322
Operating expenses	(4,035,797)	(7,112,380)
Pre-tax loss from discontinued operations	(2,008,684)	(1,395,058)
Loss from discontinued operations, net of tax	$ (2,008,684)	$ (1,395,058)

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Discontinued Operations (Details Textual)	3 Months Ended		6 Months Ended
	Jun. 30, 2016 USD ($)	Jun. 30, 2015 USD ($)	Jun. 30, 2016 USD ($) Merchants	Jun. 30, 2015 USD ($)	Apr. 12, 2016
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of merchants | Merchants			5,000
Percentage of interest rate					12.00%
Loss of disposal of operations			$ 840,641
Charges of discontinued operations			$ 550,000
Chyp LlC [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Description of discontinued operations			Pursuant to the Purchase Agreement, Securus will provide financial assistance to Chyp in the form of a forgivable loan to support the transition of Securus' operations to Chyp. Securus will advance Chyp $75,000 per month for six months and $50,000 in the seventh and eighth months for a total of $550,000. Accordingly, Chyp has executed a $550,000 promissory note (the "Chyp Note") in favor of Securus.
Percentage of interest rate	12.00%		12.00%
Charges of discontinued operations			$ 290,641

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Income Taxes (Details ) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Income Tax Expense
Current	$ 246,830	$ 100,484	$ 326,852	$ 269,228
Deferred	(246,830)	(100,484)	(326,852)	(269,228)
Total
Continuing Operations [Member]
Income Tax Expense
Current	246,830	100,484	326,852	269,228
Deferred	(246,830)	(100,484)	(326,852)	(269,228)
Total
Discontinued Operations [Member]
Income Tax Expense
Current	(244,813)	(153,570)	(743,213)	(516,171)
Deferred	244,813	153,570	743,213	516,171
Total

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Income Taxes (Details Textual) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Income Taxes (Textual)
Rate of valuation allowance on the deferred tax benefit	100.00%
Operating loss carryforwards	$ 2,680,500	$ 2,376,158
Deferred tax benefits	$ 991,785	$ 879,178

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Stockholders' Equity (Details) - $ / shares		1 Months Ended	6 Months Ended
	Jun. 01, 2015	Nov. 30, 2015	Jun. 30, 2016	Mar. 18, 2016
Stockholders' Equity (Textual)
Common stock share issued description			Company issued two shares of Series A Preferred Stock to the two previous members of Securus.
Preferred stock exchange description			As long as a former member holds at least 9,000,000 shares of the Company's common stock, then the member has the right to exchange his share of preferred stock for a 24.5% share of the membership interests of Securus upon a change of control in Securus (as defined).
Fair value of maturity date			5 years
Fair value of risk-free interest rate			2.23%
Fair value of volatility rate			8.53%
Shares issued price per share			$ 0.05
Thomas A. Hyde, Jr. [Member]
Stockholders' Equity (Textual)
Issued shares of Series B Convertible preferred stock				2,300,000
Shares issued price per share				$ 0.05
Preferred stock voting rights			Each Series B Share entitles the Holder thereof to 20 votes per share on all matters subject to voting by holders of the Company's Common Stock. The issuance of a total of 4,600,000 shares of Series B Shares, entitles the Holders thereof to vote a combined 92,000,000 shares.
Stock splits description			The Series B Shares are convertible into shares of the Company's common stock par value $0.0001 (''Common Stock'') on a ratio of 1-to-1, subject to adjustment for stock splits and stock dividends.
Number of options granted	2,000,000
Number of options vested	500,000
Number of options forfeited	1,500,000
Thomas A. Hyde, Jr. [Member] | June 1, 2016 [Member]
Stockholders' Equity (Textual)
Number of options vested	500,000
Thomas A. Hyde, Jr. [Member] | June 1, 2017 [Member]
Stockholders' Equity (Textual)
Number of options vested	500,000
Thomas A. Hyde, Jr. [Member] | June 1, 2018 [Member]
Stockholders' Equity (Textual)
Number of options vested	500,000
Chief Financial Officer [Member]
Stockholders' Equity (Textual)
Shares issued price per share				$ 0.05
Calpian Inc
Stockholders' Equity (Textual)
Exercise price		$ 0.05
Common stock shares issued		5,452,458
Warrants expire date		Nov. 30, 2025

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Acquisitions (Details)	6 Months Ended
	Jun. 30, 2015 USD ($) $ / shares
Pro Forma [Member]
Business Acquisition [Line Items]
Revenues	$ 8,604,191
Net income attributable to the Company	$ (1,009,234)
Net loss attributable to the Company per common share - basic and diluted | $ / shares	$ (0.010)
Excel [Member]
Business Acquisition [Line Items]
Revenues	$ 2,213,934
Net income attributable to the Company	$ (667,415)
Net loss attributable to the Company per common share - basic and diluted | $ / shares	$ (0.007)
Calpian US Operations [Member]
Business Acquisition [Line Items]
Revenues	$ 6,390,257
Net income attributable to the Company	$ (341,819)
Net loss attributable to the Company per common share - basic and diluted | $ / shares	$ (0.003)

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Property and Equipment (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Total cost	$ 223,064	$ 195,476
Less accumulated depreciation and amortization	(53,334)	(10,516)
Property and equipment - net	169,730	184,960
Computer software [Member]
Property, Plant and Equipment [Line Items]
Total cost	38,604	35,595
Equipment [Member]
Property, Plant and Equipment [Line Items]
Total cost	137,723	123,074
Furniture & fixtures [Member]
Property, Plant and Equipment [Line Items]
Total cost	43,266	33,336
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Total cost	$ 3,471	$ 3,471

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Leases (Details)	Jun. 30, 2016 USD ($)
Future Minimum Lease Payments
2016	$ 36,504
2017	147,278
2018	162,048
2019 and after	182,960
Total	$ 528,790

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Leases (Details Textual) - USD ($)	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Operating Loss Carryforwards [Line Items]
Rent expense	$ 167,969	$ 202,808
Operating lease term	63 months
Irving Texas [Member]
Operating Loss Carryforwards [Line Items]
Operating lease expiration date	Nov. 01, 2014
Irving Texas [Member] | Maximum [Member]
Operating Loss Carryforwards [Line Items]
Monthly lease payments	$ 6,428
Irving Texas [Member] | Minimum [Member]
Operating Loss Carryforwards [Line Items]
Monthly lease payments	$ 0
Georgia [Member]
Operating Loss Carryforwards [Line Items]
Operating lease expiration date	Nov. 30, 2019
Georgia [Member] | Maximum [Member]
Operating Loss Carryforwards [Line Items]
Monthly lease payments	$ 9,046
Georgia [Member] | Minimum [Member]
Operating Loss Carryforwards [Line Items]
Monthly lease payments	$ 0

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Contingencies (Details)	1 Months Ended
	Oct. 31, 2015 USD ($)
Contingencies (Textual)
Seeking damages	$ 120,000

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Notes Payable (Details) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Notes payable	$ 8,998,547	$ 9,211,277
Less current portion	(8,998,547)	(8,984,544)
Long-term portion of notes payable		226,733
Secured Debt [Member]
Debt Instrument [Line Items]
Notes payable	468,631	681,361
Secured Debt One [Member]
Debt Instrument [Line Items]
Notes payable	500,000	500,000
Secured Debt Two [Member]
Debt Instrument [Line Items]
Notes payable	$ 8,029,916	$ 8,029,916

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Notes Payable (Details 1)	Jun. 30, 2016 USD ($)
Future maturities of notes
2016	$ 8,904,931
2017	93,616
Total	$ 8,998,547

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Notes Payable (Details Textual)	6 Months Ended
	Jun. 30, 2016 USD ($)
Secured Debt [Member]
Notes Payable (Textual)
Monthly installments	$ 48,333
Interest Rate	15.00%
Maturity date for re-purchase	May 31, 2017
Secured Debt One [Member]
Notes Payable (Textual)
Interest Rate	12.00%
Maturity date for re-purchase	Dec. 01, 2016
Secured Debt Two [Member]
Notes Payable (Textual)
Interest Rate	12.00%
Maturity date for re-purchase	Dec. 01, 2016

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Related Party Transactions (Details) - SME Funding LLC [Member] - Residual Purchase Agreement [Member]	1 Months Ended
	Feb. 15, 2016 USD ($)
Related Party Transactions (Textual)
Sale of residual portfolio to SME Funding LLC	$ 35,000
Cash from sale of residual portfolio	$ 700,000
Residual purchase agreement, Description	Under the terms of the RPA, the Company is obliged to maintain the residual at $35,000 for a period of 20 months.
Right to repurchase the residuals	$ 770,000
Other long term liabilities	$ 700,000