UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C.
20549



FORM 10-Q



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



For the quarterly period ended June 30,
2012



OR



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



For the transition period from ______
to ________



Commission File Number: 333-173702



Excel Corporation

(Exact name of registrant as specified in
its charter)



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



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



212-391-4600

(Registrant’s telephone number, including
area code)



N/A

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



___________________

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



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



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



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



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



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











Excel Corporation



QUARTERLY REPORT ON FORM 10-Q



TABLE OF CONTENTS



|                               |                                                                                                                                                                                         |    | Page 
|------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | -----
|PART I - FINANCIAL INFORMATION |                                                                                                                                                                                         |   
|                               |                                                                                                                                                                                         |    |      
|Item 1.                        | Financial Statements                                                                                                                                                                    |    |      
|                               |                                                                                                                                                                                         |    |      
|                               | Consolidated Balance Sheet as of June 30, 2012 (unaudited) and December 31, 2011                                                                                                        |    | 5    
|                               |                                                                                                                                                                                         |    |      
|                               | Consolidated Statements of Operations for the three and six months ending June 30, 2012 and 2011 (unaudited) and from inception on November 13, 2010 through March 31, 2012 (unaudited) |    | 6    
|                               |                                                                                                                                                                                         |    |      
|                               | Consolidated Statement of Stockholders Equity for the six months ended June 30, 2012 (unaudited)                                                                                        |    | 7    
|                               |                                                                                                                                                                                         |    |      
|                               | Consolidated Statements of Cash Flows for the six-month period ended June 30, 2012 and 2011 (unaudited) and from inception on November 13, 2010 through June 30, 2012 (unaudited)       |    | 8-9  
|                               |                                                                                                                                                                                         |    |      
|                               | Notes to Unaudited Consolidated Financial Statements                                                                                                                                    |    | 10-17
|                               |                                                                                                                                                                                         |    |      
|Item 2.                        | Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                                                                   |    | 18   
|                               |                                                                                                                                                                                         |    |      
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risks                                                                                                                             |    | 19   
|                               |                                                                                                                                                                                         |    |      
|Item 4.                        | Controls and Procedures                                                                                                                                                                 |    | 19   
|                               |                                                                                                                                                                                         |    |      
|PART II - OTHER INFORMATION    |                                                                                                                                                                                         |   
|                               |                                                                                                                                                                                         |    |      
|Item 5.                        | Other Information                                                                                                                                                                       |    | 19   
|                               |                                                                                                                                                                                         |    |      
|Item 6.                        | Exhibits                                                                                                                                                                                |    | 19   
|                               |                                                                                                                                                                                         |    |      
|Signatures                     |                                                                                                                                                                                         | 20
|                               |                                                                                                                                                                                         |   
|Exhibit Index                  |                                                                                                                                                                                         | 21



2







Excel Corporation
and Subsidiary



(A Development
Stage Company)



June 30,
2012



3







Excel Corporation and Subsidiary

A Development Stage Company

June 30, 2012



Contents



|                                                                                                                                                  | Page 
|------------------------------------------------------------------------------------------------------------------------------------------------- | -----
|                                                                                                                                                  |      
|Financial Statements                                                                                                                              |      
|                                                                                                                                                  |      
|Consolidated Balance Sheet at June 30, 2012 (unaudited) and December 31, 2011                                                                     | 5    
|                                                                                                                                                  |      
|Consolidated Statements of Operations                                                                                                             |      
|For the three and six months ending June 30, 2012 and 2011 (unaudited) and from inception on November 13, 2010 through March 31, 2012 (unaudited) | 6    
|                                                                                                                                                  |      
|Consolidated Statement of Stockholders' Equity                                                                                                    |      
|For the six months ending June 30, 2012 (unaudited)                                                                                               | 7    
|                                                                                                                                                  |      
|Consolidated Statement of Cash Flows                                                                                                              |      
|For the six months ending June 30, 2012 and 2011 (unaudited) and from inception on November 13, 2010 through June 30, 2012 (unaudited)            | 8-9  
|                                                                                                                                                  |      
|Notes to Unaudited Consolidated Financial Statements                                                                                              | 10-17



4







Excel Corporation and Subsidiary

(A Development Stage Company)

Consolidated Balance Sheet



|                                                                                                |  | June 30,    |           |   | December 31, |  
|----------------------------------------------------------------------------------------------- |  | ----------- | --------- | - | ------------ | -
|                                                                                                |  | 2012        |           |   | 2011         |  
|                                                                                                |  | (Unaudited) |           |   |              |  
|ASSETS                                                                                          |  |             |           |   |              |  
|                                                                                                |  |             |           |   |              |  
|CURRENT ASSETS                                                                                  |  |             |           |   |              |  
|Cash and cash equivalents                                                                       |  | $           | 1,730,364 |   |              | $
|                                                                                                |  |             |           |   |              |  
|OTHER ASSETS                                                                                    |  |             |           |   |              |  
|License agreements                                                                              |  |             | 200,000   |   |              |  
|                                                                                                |  |             |           |   |              |  
|Total assets                                                                                    |  |             | 1,930,364 |   |              |  
|                                                                                                |  |             |           |   |              |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                            |  |             |           |   |              |  
|                                                                                                |  |             |           |   |              |  
|LIABILITIES                                                                                     |  |             |           |   |              |  
|Accounts payable                                                                                |  |             | 14,478    |   |              |  
|Accrued expenses                                                                                |  |             | 94,805    |   |              |  
|Note payable                                                                                    |  |             | 120,000   |   |              |  
|Corporate taxes payable                                                                         |  |             | 149       |   |              |  
|                                                                                                |  |             | 229,432   |   |              |  
|                                                                                                |  |             |           |   |              |  
|STOCKHOLDERS’ EQUITY                                                                            |  |             |           |   |              |  
|Preferred stock, $.0001 par value, 10,000,000 shares authorized, none issued and outstanding    |  |             |           |   |              |  
|Common stock, $.0001 par value, 200,000,000 shares authorized 30,486,000 issued and outstanding |  |             | 3,049     |   |              |  
|Additional paid-in capital                                                                      |  |             | 575,267   |   |              |  
|Deficit accumulated during the developmental stage                                              |  |             | (202,384  | ) |              |  
|Total stockholders’ equity                                                                      |  |             | 375,932   |   |              |  
|                                                                                                |  |             |           |   |              |  
|Accumulated minority interest                                                                   |  |             | 1,325,000 |   |              |  
|                                                                                                |  |             |           |   |              |  
|Total Equity                                                                                    |  |             | 1,700,932 |   |              |  
|                                                                                                |  |             |           |   |              |  
|Total Liabilities and Stockholders’ Equity                                                      |  | $           | 1,930,364 |   |              | $



See notes to the unaudited consolidated
financial statements.



5







Excel Corporation and Subsidiary

(A Development Stage Company)

Consolidated Statement of Operations

(Unaudited)



|                                              |  |                    |          |   |                  |   |         |                   |  |   |          |   |  | From Inception |        
|--------------------------------------------- |  | ------------------ | -------- | - | ---------------- | - | ------- | ----------------- |  | - | -------- | - |  | -------------- | -------
|                                              |  | Three Months Ended |          |   | Six Months Ended |   |         | November 13, 2010 | 
|                                              |  | June 30,           |          |   | June 30,         |   |         | through           | 
|                                              |  | 2012               |          |   | 2011             |   |         | 2012              |  |   | 2011     |   |  | June 30, 2011  |        
|                                              |  |                    |          |   |                  |   |         |                   |  |   |          |   |  |                |        
|REVENUES                                      |  |                    |          |   |                  |   |         |                   |  |   |          |   |  |                |        
|Less: Cost of sales                           |  | $                  |          |   |                  | $ |         |                   |  | $ |          |   |  | $              |        
|Gross profit                                  |  |                    | -0-      |   |                  |   | -0-     |                   |  |   | -0-      |   |  |                | -0-    
|                                              |  |                    |          |   |                  |   |         |                   |  |   |          |   |  |                |        
|EXPENSES                                      |  |                    |          |   |                  |   |         |                   |  |   |          |   |  |                |        
|Filing fees                                   |  |                    | 1,317    |   |                  |   | 3,260   |                   |  |   | 2,317    |   |  |                | 4,660  
|Edgar filing fees                             |  |                    |          |   |                  |   |         |                   |  |   | 2,175    |   |  |                |        
|Advertising                                   |  |                    | 26,910   |   |                  |   |         |                   |  |   | 38,382   |   |  |                |        
|Telephone                                     |  |                    | 150      |   |                  |   |         |                   |  |   | 986      |   |  |                |        
|Outside services                              |  |                    | 57,378   |   |                  |   |         |                   |  |   | 99,549   |   |  |                |        
|Transfer agent fees                           |  |                    | 362      |   |                  |   |         |                   |  |   | 2,437    |   |  |                |        
|Legal and accounting                          |  |                    | 44,280   |   |                  |   |         |                   |  |   | 141,088  |   |  |                |        
|Automobile                                    |  |                    | 854      |   |                  |   |         |                   |  |   | 1,731    |   |  |                |        
|Bank charges                                  |  |                    | 50       |   |                  |   |         |                   |  |   | 163      |   |  |                |        
|Miscellaneous                                 |  |                    | 1,500    |   |                  |   |         |                   |  |   | 1,500    |   |  |                |        
|Total expenses                                |  |                    | 132,801  |   |                  |   | 3,260   |                   |  |   | 290,328  |   |  |                | 4,660  
|                                              |  |                    |          |   |                  |   |         |                   |  |   |          |   |  |                |        
|Net loss before other income and income taxes |  |                    | (132,801 | ) |                  |   | (3,260  | )                 |  |   | (290,328 | ) |  |                | (4,660 
|                                              |  |                    |          |   |                  |   |         |                   |  |   |          |   |  |                |        
|OTHER INCOME                                  |  |                    |          |   |                  |   |         |                   |  |   |          |   |  |                |        
|Gain on sale of note receivable               |  |                    | 154,985  |   |                  |   |         |                   |  |   | 154,985  |   |  |                |        
|                                              |  |                    |          |   |                  |   |         |                   |  |   |          |   |  |                |        
|Net income (loss) before income taxes         |  |                    | 22,184   |   |                  |   | (3,260  | )                 |  |   | (135,343 | ) |  |                |        
|                                              |  |                    |          |   |                  |   |         |                   |  |   |          |   |  |                |        
|INCOME TAXES                                  |  |                    |          |   |                  |   |         |                   |  |   |          |   |  |                |        
|Current                                       |  |                    |          |   |                  |   |         |                   |  |   |          |   |  |                |        
|Deferred                                      |  |                    |          |   |                  |   |         |                   |  |   |          |   |  |                |        
|Total income taxes                            |  |                    | -0-      |   |                  |   | -0-     |                   |  |   | -0-      |   |  |                | -0-    
|                                              |  |                    |          |   |                  |   |         |                   |  |   |          |   |  |                |        
|Net Income (Loss)                             |  | $                  | 22,184   |   |                  | $ | (3,260  | )                 |  | $ | (135,343 | ) |  | $              | (4,660 
|                                              |  |                    |          |   |                  |   |         |                   |  |   |          |   |  |                |        
|(Loss) per common share                       |  |                    | .00073   |   |                  |   | (.00011 | )                 |  |   | (.00444  | ) |  |                | (.00016



See notes to the unaudited consolidated
financial statements.



6







Excel Corporation

(A Development Stage Company)

Consolidated Statement of Stockholders’
Equity

For the Six Months Ended June 30, 2012

(Unaudited)



|                   |  |                 |  |  |              |   |  |         |  |  |             |  |  |            |       |  | Deficit     |  
|------------------ |  | --------------- |  |  | ------------ | - |  | ------- |  |  | ----------- |  |  | ---------- | ----- |  | ----------- | -
|                   |  |                 |  |  |              |   |  |         |  |  |             |  |  |            |       |  | Accumulated |  
|                   |  |                 |  |  |              |   |  |         |  |  |             |  |  | Additional |       |  | During the  |  
|                   |  | Preferred Stock |  |  | Common Stock |   |  | Paid-In |  |  | Development | 
|                   |  | Shares          |  |  | Amount       |   |  | Shares  |  |  | Amount      |  |  | Capital    |       |  | Stage       |  
|                   |  |                 |  |  |              |   |  |         |  |  |             |  |  |            |       |  |             |  
|Balance -          |  |                 |  |  |              |   |  |         |  |  |             |  |  |            |       |  |             |  
|December 31, 2011  |  |                 |  |  |              | $ |  |         |  |  | 30,486,000  |  |  | $          | 3,049 |  |             | $
|                   |  |                 |  |  |              |   |  |         |  |  |             |  |  |            |       |  |             |  
|Net loss -         |  |                 |  |  |              |   |  |         |  |  |             |  |  |            |       |  |             |  
|January 1, 2012 to |  |                 |  |  |              |   |  |         |  |  |             |  |  |            |       |  |             |  
|June 30, 2012      |  |                 |  |  |              |   |  |         |  |  |             |  |  |            |       |  |             |  
|                   |  |                 |  |  |              |   |  |         |  |  |             |  |  |            |       |  |             |  
|Balance -          |  |                 |  |  |              |   |  |         |  |  |             |  |  |            |       |  |             |  
|June 30, 2012      |  |                 |  |  |              | $ |  |         |  |  | 30,486,000  |  |  | $          | 3,049 |  |             | $



See notes to the unaudited consolidated
financial statements.



7







Excel Corporation

(A Development Stage Company)

Consolidated Statement of Cash Flows

(Unaudited)



|                                                                            |  |                  |           |   |               |   |        | From Inception on | 
|--------------------------------------------------------------------------- |  | ---------------- | --------- | - | ------------- | - | ------ | ----------------- | 
|                                                                            |  |                  |           |   |               |   |        | November 13, 2010 | 
|                                                                            |  | Six Months Ended |           |   | through       |  
|                                                                            |  | June 30, 2012    |           |   | June 30, 2011 |   |        | June 30, 2012     | 
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |  |                  |           |   |               |   |        |                   | 
|Net loss                                                                    |  | $                | (135,343  | ) |               | $ | (4,660 | )                 | 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                  |           |   |               |   |        |                   | 
|Changes in operating assets and liabilities:                                |  |                  |           |   |               |   |        |                   | 
|Decrease in taxes payable                                                   |  |                  | (2,751    | ) |               |   |        |                   | 
|Decrease in accounts payable                                                |  |                  | (24,405   | ) |               |   |        |                   | 
|Increase in accrued expenses                                                |  |                  | 94,805    |   |               |   |        |                   | 
|Net cash (used in) operating activities                                     |  |                  | (67,694   | ) |               |   | (4,660 | )                 | 
|                                                                            |  |                  |           |   |               |   |        |                   | 
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                  |           |   |               |   |        |                   | 
|Increase in minority interest                                               |  |                  | 1,325,000 |   |               |   |        |                   | 
|Issuance of common stock                                                    |  |                  |           |   |               |   |        |                   | 
|Increase in additional paid in capital                                      |  |                  |           |   |               |   |        |                   | 
|Increase in note payable                                                    |  |                  |           |   |               |   |        |                   | 
|Net cash provided by financing activities                                   |  |                  | 1,325,000 |   |               |   | -0-    |                   | 
|                                                                            |  |                  |           |   |               |   |        |                   | 
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                  |           |   |               |   |        |                   | 
|Increase in licensing agreement                                             |  |                  |           |   |               |   |        |                   | 
|Net cash (used in) provided by investing activities                         |  |                  | -0-       |   |               |   | -0-    |                   | 
|                                                                            |  |                  |           |   |               |   |        |                   | 
|Net Increase (Decrease) in Cash and Cash Equivalents                        |  |                  | 1,257,306 |   |               |   | (4,660 | )                 | 
|                                                                            |  |                  |           |   |               |   |        |                   | 
|Cash and Cash Equivalents – Beginning of Period                             |  |                  | 473,058   |   |               |   | 40,722 |                   | 
|                                                                            |  |                  |           |   |               |   |        |                   | 
|Cash and Cash Equivalents – End of Period                                   |  | $                | 1,730,364 |   |               | $ | 36,062 |                   | 



8







Excel Corporation

(A Development Stage Company)

Consolidated Statement of Cash Flows

(Unaudited)



(Continued)



|                                                                      |  |                  |       |  |               |   |      | From Inception on | 
|--------------------------------------------------------------------- |  | ---------------- | ----- |  | ------------- | - | ---- | ----------------- | 
|                                                                      |  |                  |       |  |               |   |      | November 13, 2010 | 
|                                                                      |  | Six Months Ended |       |  | through       |  
|                                                                      |  | June 30, 2012    |       |  | June 30, 2011 |   |      | June 30, 2012     | 
|                                                                      |  |                  |       |  |               |   |      |                   | 
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                      |  |                  |       |  |               |   |      |                   | 
|Cash paid for:                                                        |  |                  |       |  |               |   |      |                   | 
|Taxes                                                                 |  | $                | 2,751 |  |               | $ | -0-  |                   | 
|Interest                                                              |  | $                | -0-   |  |               | $ | -0-  |                   | 
|                                                                      |  |                  |       |  |               |   |      |                   | 
|SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES |  |                  |       |  |               |   |      |                   | 
|For the period ended June 30, 2012                                    |  |                  | NONE  |  |               |   | NONE |                   | 



See notes to the unaudited consolidated
financial statements.



9







Excel Corporation and Subsidiary

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial
Statements

June 30, 2012



| | 1. | ORGANIZATION AND OPERATIONS
| | -- | ---------------------------



Excel Corporation (the “Company”) was
organized November 13, 2010 as a Delaware corporation. The Company owns 100% of the common stock of XL Fashions, Inc. (subsidiary).
The Company is considered a development stage company as defined by FASB ASC 915-  205-45-6. The Company is currently
devoting substantially all of its efforts in acquiring, developing and licensing brands in a broad range of product categories.
The Company also intends to acquire, develop and license select brands where the brand name can be leveraged into new categories.
The Company’s objective is to develop a diversified portfolio of iconic consumer brands by issuing licenses and then
organically growing the existing portfolio, licensing new brands and entering into joint ventures or other partnerships with
the goal of leveraging the experience of management in the license of branded merchandise.



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



| | 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| | -- | ------------------------------------------





Basis of Presentation



The accompanying
unaudited financial statements have been prepared in accordance with instructions for Form 10Q and, therefore, do not include all
disclosures necessary for a complete presentation of the financial statements in conformity with accounting principles generally
accepted in the United States of America (GAAP).  However, all adjustments that are, in the opinion of management necessary
for the fair presentation of the interim financial statements have been included.  Such adjustments were of a normal
recurring nature.  The results of operations for the six month period ended June 30, 2012 are not necessarily indicative
of the results that may be expected for the entire year or any other interim period. For additional information, refer to the consolidated
financial statements and footnotes thereto of Excel Corporation and Subsidiary (the “Company”) included in the Company’s
annual report on Form 10-K for the year ended December 31, 2011.





Basis of Consolidation



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



| |  | Accounting Method
| |  | -----------------



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



| |  | Revenue Recognition
| |  | -------------------



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



10







Excel Corporation and Subsidiary

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial
Statements

June 30, 2012



| | 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
| | -- | ------------------------------------------------------



Cash and Cash Equivalents



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



Income Taxes



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



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



| |  | Loss Per Share
| |  | --------------



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



| |  | Use of Estimates in the Preparation of Financial Statements
| |  | -----------------------------------------------------------



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



11







Excel Corporation and Subsidiary

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial
Statements

June 30, 2012



| | 3. | RECENT ACCOUNTING PRONOUNCEMENTS
| | -- | --------------------------------



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



| | 4. | FAIR VALUE MEASUREMENTS
| | -- | -----------------------



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



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



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



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



| |  | Level 3: Level 3 inputs are unobservable inputs.
| |  | ------------------------------------------------



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



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



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

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



12







Excel Corporation and Subsidiary

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial
Statements

June 30, 2012



| | 4. | FAIR VALUE MEASUREMENTS (Continued)
| | -- | -----------------------------------



License Agreements and Note Payable



The carrying amounts approximate the fair value.



| | 5. | 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, 2012, the Company
has available unused operating loss carryforwards of approximately $67,000 which may be applied against future taxable income
which expires in various years between 2025 and 2026.



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



| | 6. | STOCKHOLDERS' EQUITY
| | -- | --------------------

At June 30, 2012, the Company had 200,000,000 shares
of common stock authorized par value $.0001 and 10,000,000 shares of preferred stock authorized par value $.0001.



| | 7. | STOCK OPTIONS
| | -- | -------------

| |  | Under the Company's stock option plan, the Company may grant incentive and non statutory options to employees, non employee
members of the Board and consultants and other independent advisors who provide services to the Corporation. The maximum shares
of common stock which may be issued over the term of the plan shall not exceed 4,000,000 shares. Awards under this plan are made
by the Board of Directors or a committee of the Board. Options under the plan are to be issued at the market price of the stock
on the day of the grant except to those issued to 10% or more stockholders which shall be issued at 110% of the fair market value
on the day of the grant. Each option exercisable at such time or times, during such period and for such numbers of shares shall
be determined by the Plan Administrator. However, no option shall have a term in excess of 10 years from the date of the grant.
As of March 31, 2012, no options have been issued.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13







Excel Corporation and Subsidiary

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial
Statements

June 30, 2012



| | 8. | LOSS PER SHARE
| | -- | --------------



| |  | Loss per share is based on the weighted average number of common shares. Dilutive loss per share was
not presented as of June 30, 2012 because it would have had an antidilutive effect on earnings.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The following is a reconciliation of the numerators
and denominators of the basic per share calculation for the six months ended June 30, 2012 and for the period November 13, 2010
(date of inception) through June 30, 2012.



|                                                                                                  |  |                  |             |   | November 13, 2010   | 
|------------------------------------------------------------------------------------------------- |  | ---------------- | ----------- | - | ------------------- | 
|                                                                                                  |  |                  |             |   | (date of inception) | 
|                                                                                                  |  | Six Months Ended |             |   | through             | 
|                                                                                                  |  | June 30, 2012    |             |   | June 30, 2012       | 
|Loss from continuing operations available to common stockholders                                  |  |                  | (135,343    | ) |                     | 
|                                                                                                  |  |                  |             |   |                     | 
|Weighted average number of common shares outstanding used in earnings per share during the period |  |                  | (30,486,000 | ) |                     | 
|                                                                                                  |  |                  |             |   |                     | 
|Loss per common share                                                                             |  |                  | (.00444     | ) |                     | 



| | 9. | LICENSING AGREEMENTS
| | -- | --------------------



Stand up to Cancer Agreement

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



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



14







Excel Corporation

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial
Statements

June 30, 2012



| | 9. | LICENSING AGREEMENTS (Continued)
| | -- | --------------------------------



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



Master
License Agreement (Michael Vick)

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



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



Sales Agreement (Billy Martin)

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

| | 1. | All rights, title and interest in and under the trademarks including all claims associated with
the license, the “Trademarks”.
| | -- | ------------------------------------------------------------------------------------------------------------------------------

| | 2. | The right, title and interest of the Seller in the name of Billy Martin’s, the “Name”.
| | -- | --------------------------------------------------------------------------------------

| | 3. | Any goodwill associated with the trademark, the “Goodwill”.
| | -- | -----------------------------------------------------------

| | 4. | Any furniture, furnishings, fixtures, “fixtures and equipment”, as defined in the agreement.
| | -- | --------------------------------------------------------------------------------------------



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

| | 1. | $30,000 due at closing, October 24, 2011. – (Paid)
| | -- | --------------------------------------------------



| | 2. | An additional $120,000 at closing (October 24, 2011) by the execution of a Promissory Note by the
Purchaser to the seller. This note calls for $30,000 payments at zero percent interest (0%) commencing October 17, 2012, and continuing
on the 17th of October of each succeeding year, until Note is paid.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



15







Excel Corporation

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial
Statements

June 30, 2012



| | 9. | LICENSING AGREEMENTS (Continued)
| | -- | --------------------------------



Representation Agreement
(Soupman Inc.)

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



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



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



Licensing Agreement (Camuto
Consulting)

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



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



| | 1) | Commissions payable at six and a half (6.5%) on Royalties earned and received by the Company during
the first term of solicited agreements with eligible Licensees that are executed.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | Commissions payable at five (5%) on Royalties earned and received by the Company during any renewal
term of solicited agreements with eligible Licensees that are executed.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Licensing Agreement (Benedetto
Arts, LLC)

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



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



16







Excel Corporation

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial
Statements

June 30, 2012



| | 10. | NOTE RECEIVABLE
| | --- | ---------------



Assignment Agreement – January
23, 2012

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



As part of the Agreement, Orix
assigned registration rights to XL Fashions requiring e-Fashions to register the securities underlying the warrant. The purchase
price paid by XL for the loan, warrant and related rights was $1,029,880.



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



On April 24, 2012, XL Fashions
initiated a lawsuit against e-Fashions which notified e-Fashions of an event of default under the loan and collected $250,000 which
was due and owed on warrant and related rights that the Company had purchased from Orix (see above).



Loan Assignment Agreement

On June 25, 2012, the Company
(XL Fashions, Inc.) entered into a Loan Assignment Agreement with Seacoast Holdings (e-Fashion Inc.). Pursuant to the Agreement,
Seacoast Holdings acquired the Loan, Warrant and related rights from XL Fashions, Inc. for $925,000 which the Company originally
acquired from Orix pursuant to an Assignment Agreement dated January 23, 2012 (see above).



The purchase price paid by e-Fashions
for the Loan, Warrant and related rights on June 27, 2012 was $925,000.



| | 11. | MINORITY INTEREST
| | --- | -----------------



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





17









Special Note Regarding Forward-Looking
Statements



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



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



Current Overview



We have been in a developmental phase since
inception and had no revenues from operations for the period from inception, November 13, 2010 through June 30, 2012.



On May 3, 2012, we entered into an Agreement
with Bendetto Arts, LLC (“BA”), in which BA will utilize us as an independent contractor for the solicitation of licensing
opportunities. As compensation for its services, we will receive a commission based on 20% of gross revenue. The term of the agreement
is for one year with an option to extend if both parties agree.



On June 25, 2012,
our subsidiary XL Fashions, Inc. entered into a Loan Assignment Agreement with Seacoast Holdings (e-Fashion Inc.). Pursuant to
the agreement, Seacoast Holdings acquired the Loan, Warrant and related rights from XL Fashions, Inc. for $925,000 which was originally
acquired pursuant to an Assignment Agreement dated January 23, 2012. The purchase price paid by e-Fashions for the Loan, Warrant
and related rights on June 27, 2012 was $925,000.



Results of Operations for the three and six month periods
ending June 30, 2012 and 2011



During the three months
ended June 30, 2012, we had net income of $22,184 based on the loan assignment described above compared to a net loss of $3,260
for the three months ended June 30, 2011.



During the three months ended June 30,
2012, we had general and administrative expenses of $132,801 compared to $3,260 for the three months ended June 30, 2011. Expenses
for the three month period ended June 30, 2012 consisted of; Advertising $26,910; Filing fees $1,317; Legal and accounting fees
$44,280; Outside Services $57,378; Telephone $150; Transfer Agent fees $362; Automobile $854; Bank Charges $50 and Miscellaneous
$1,500.



During the six months
ended June 30, 2012, we had net loss of $135,343 compared to a net loss of $4,660 for the six months ended June 30, 2011.



During the six months
ended June 30, 2012, we had general and administrative expenses of $290,328 compared to $4,660 for the six months ended June 30,
2011. Expenses for the six month period ended June 30, 2012 consisted of; Advertising $38,382; Filing fees $2,317; Edgar filing
fees $2,175; Legal and accounting fees $141,088; Outside Services $99,549; Telephone $986; Transfer Agent fees $2,437; Automobile
$1,731; Bank Charges $163 and Miscellaneous $1,500.



Liquidity and Capital Resources



On June 30, 2012,
we had positive working capital of $1,500,932. While we expect that this may be sufficient to operate our business through the
end of 2012, there can be no assurance that we will not need additional capital for operations. If we require additional capital,
we may attempt to raise additional funds through sales of common stock or borrowings, but there are no assurances that we will
raise sufficient amounts to meet our current needs.



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



18







Critical Accounting Policies



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



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



Off-Balance Sheet Financing Arrangements



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



Item 3. Quantitative and Qualitative Disclosures About Market
Risks



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



Item 4. Controls and Procedures



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



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



PART II - OTHER INFORMATION



Item 5. Other Information



None



Item 6. Exhibits



|31.1    |  | Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Ruben Azrak, Chief Executive Officer and Principal Accounting Officer of Excel Corporation.
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                                                           
|32.1    |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Ruben Azrak, Chief Executive Officer and Principal Accounting Officer of Excel Corporation.           
|        |  |                                                                                                                                                                                                                                           
|101.INS |  | XBRL Instance Document                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                           
|101.SCH |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                           
|101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                           
|101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                           
|101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                           
|101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                      



19







SIGNATURES



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



|Date: August 20, 2012 | EXCEL CORPORATION
|--------------------- | -----------------
|                      | (Registrant)     
|                      |                  
|                      | By:              
|                      |                  
|                      |                  
|                      |                  
|                      |                  
|                      | By:              
|                      |                  
|                      |                  



20







Exhibit Index



|Exhibit
        Number |  | Description                                                                                                                                                                                                                               
|---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                       |  |                                                                                                                                                                                                                                           
|31.1                   |  | Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Ruben Azrak, Chief Executive Officer and Principal Accounting Officer of Excel Corporation.
|                       |  |                                                                                                                                                                                                                                           
|32.1                   |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by Ruben Azrak, Chief Executive Officer and Principal Accounting Officer of Excel Corporation.           
|                       |  |                                                                                                                                                                                                                                           
|101.INS                |  | XBRL Instance Document                                                                                                                                                                                                                    
|                       |  |                                                                                                                                                                                                                                           
|101.SCH                |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                   
|                       |  |                                                                                                                                                                                                                                           
|101.CAL                |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                     
|                       |  |                                                                                                                                                                                                                                           
|101.LAB                |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                                                           
|                       |  |                                                                                                                                                                                                                                           
|101.PRE                |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                    
|                       |  |                                                                                                                                                                                                                                           
|101.DEF                |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                      



21