Excel Corp - FORM 8-K/A - EX-99.2 - UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2012 AND UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2012.

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file	filename
8-K/A - CURRENT REPORT - Excel Corp	f8k011413a1_excelcorp.htm

Exhibit 99.2

Excel Corporation and Subsidiary

and Excel Business Solutions, Inc.

Proforma Condensed Combined Balance Sheet

December 31, 2012

Assets

(Unaudited)

	Excel Corporation and Sub (Parent)			Excel Business Solutions, Inc. (Subsidiary)			Proforma Increase (Decrease)			Proforma Combined
Current Assets
Cash and cash equivalents	$	646,136		$	100		$			$	646,236
Accounts receivable		7,500									7,500
Notes receivable		60,000									60,000
Accrued interest		1,515									1,515
Total current assets		715,151			100						715,251

Other Assets
License agreements		150,000									150,000
Goodwill								66,965	(A)		66,965
Investment in subsidiary								100	(A)
								(100	)(B)
Total other assets		150,000						66,965			216,965
Total Assets		865,151			100			66,965			932,216

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable		44,183			368						44,551
Note payable		120,000									120,000
Accrued expenses					3,000						3,000
Accrued corp tax		149									149
Advance due to shareholders					17,500						17,500
Shares subject to mandatory redemption		277,000									277,000
Total current liabilities		441,332			20,868						462,200

Stockholders’ Equity
Preferred stock
Common stock		3,152			100			3,353	(A)		6,505
								(100	)(B)
Additional paid-in capital		725,162						63,712	(A)		788,874
Accumulated deficit		(304,495	)		(20,868	)					(325,363	)
Total stockholders’ equity		423,819			(20,768	)		66,965			470,016

Total Liabilities and
Stockholders’ Equity	$	865,151		$	100		$	66,965		$	932,216

Excel Corporation and Subsidiary

and Excel Business Solutions, Inc.

Proforma Condensed Combined Statement of Operations

(Unaudited)

	Excel Corporation Sub for the Year Ended and December 31, 2012 (Parent)			Excel Business Solutions, Inc. from November 8, 2012 (date of inception) to December 31, 2012 (Subsidiary)			Proforma Increase (Decrease)	Proforma (Combined)

Revenues
Service fee income	$	7,500		$			$	$	7,500
Less: cost of sales
Gross profit		7,500							7,500

Expenses
Filing fees		4,832							4,832
Edgar filing fees		10,169							10,169
Advertising		72,425							72,425
Telephone		1,187							1,187
Outside services		207,222							207,222
Transfer agent fees		2,508							2,508
Legal and accounting		102,433			20,500				122,933
Automobile		3,887							3,887
Bank charges		212							212
Dues and subscriptions		165							165
Reimbursement of expenses		12,992							12,992
Miscellaneous					368				368
License expense		50,000							50,000
Total expense		468,032			20,868				488,900

Net loss before other income and income taxes		( 460,532	)		(20,868	)			( 481,400	)

Other Income
Gain on sale of note receivable		220,313							220,313
Referral fee income		1,250							1,250
Interest income		1,515							1,515
Total other income		223,078							223,078

(Continued)

Excel Corporation and Subsidiary

and Excel Business Solutions, Inc.

Proforma Condensed Combined Statement of Operations

(Unaudited)

	Excel Corporation Sub for the Year Ended and December 31, 2012 (Parent)			Excel Business Solutions, Inc. from November 8, 2012 (date of inception) to December 31, 2012 (Subsidiary)			Proforma Increase (Decrease)	Proforma (Combined)

Net income (loss) before income taxes		( 237,454	)		( 20,868	)			( 258,322	)

Income Taxes
Current
Deferred
Total income taxes

Net Income (Loss)	$	(237,454	)	$	( 20,868	)	$	$	( 258,322	)

Loss per share
Basic									( .004	)
Diluted									( .004	)

Weighted average shares outstanding
Basic									65,056,191
Diluted									65,056,191

Excel Corporation and Subsidiary

and Excel Business Solutions, Inc.

Notes to Proforma Condensed Combined Financial Statements

NOTE 1: EXCEL CORPORATION AND SUBSIDIARY

Excel Corporation (the “Parent”) was organized November 13, 2010 as a Delaware corporation. The Company has one wholly owned subsidiary, XL Fashions, Inc., formed in fiscal 2012. The Company is currently 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.

NOTE 2: EXCEL BUSINESS SOLUTIONS, INC.

Excel Business Solutions, Inc. (the “Subsidiary”) was organized November 8, 2012 as a Delaware corporation.

Currently, the Company is considered a development stage company as defined by FASB ASC 915-205-45-6. The Company intends to acquire, develop and manage merchant accounts. The Company’s objective is to develop a diversified portfolio and then organically grow the existing portfolio.

NOTE 3: PROFORMA ADJUSTMENTS

On January 14, 2013, the Company completed the merger agreement through the issuance of 33,532,446 shares of Parent’s common stock for 100% of Subsidiary’s, or 1,000 shares.

Proforma adjustments on the attached financial statements include the following:

(A) To record the acquisition of 100% interest in Subsidiary by Parent through the issuance of 33,532,446 shares of common stock for 1,000 shares of the Subsidiary

(B) To record elimination of investment in Subsidiary and common stock of Subsidiary

NOTE 4: PROFORMA (LOSS) PER SHARE

The proforma (loss) per share is computed based on the number of shares outstanding, after adjustment for shares issued in the acquisition as though all shares issued in the acquisition had been outstanding from the beginning of the period presented.

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