UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~April 9~~August 2, 2018

Date of Report (Date of earliest event reported)

Excel Corporation

(Exact name of registrant as specified in its charter)

Delaware

333-173702

27-3955524

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

~~6363 North~~595 ~~State~~Madison ~~Highway 161~~Avenue, Suite ~~310~~1101

~~Irving~~New York, ~~Texas~~ ~~75038~~NY 10022

(Address of principal executive offices) (Zip Code)

(972) 476-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2 4.01 ~~Completion~~ ofChange ~~Acquisition~~in orRegistrant’s ~~Disposition~~Certifying ~~of Assets~~Accountant.

~~November~~Previous 2,independent ~~2016~~registered ~~Excel~~public ~~Corporation~~accounting entered into a Loan and Security Agreement among GACP Finance Co.,LLC, as Agent, the Lenders from time to time thereto, as Lenders, Excel Corporation, as Borrower, and certain Subsidiaries of the Borrower, as Guarantors. Excel’s Form 8-K dated November 2, 2016 includes more complete description of the Loan Agreement and the Loan Agreement was an exhibit to the report.firm

On ~~May~~August 52, ~~2017~~2018, Excel ~~Corp~~Corporation, ~~received written notice from GACP~~a ~~that~~Texas itcorporation ~~was~~(the in“Company”), ~~default~~received ~~under~~notice ~~the~~of ~~terms~~resignation ofby ~~the~~Whitley ~~Loan~~Penn ~~and~~stating ~~Securities~~as ~~agreement~~Excel’s ~~dated~~independent registered ~~November~~public 2,accounting ~~2016~~firm. AsThe ~~result,~~reports ~~the~~of ~~Lender~~Whitley ~~had~~Penn, on the ~~right~~ toCompany’s ~~declare~~financial ~~all~~statements ~~amounts~~for ~~under~~each of the ~~Loan~~past ~~Agreement~~two fiscal ~~due~~years ~~and~~contained ~~payable.~~no ~~This~~adverse ~~information~~opinion ~~was~~or ~~provided~~a bydisclaimer ~~Excel~~of ~~Corp~~opinion onand ~~Form~~were ~~8-K dated~~not ~~May 5, 2017~~modified.

OnDuring ~~February~~our 15two most recent fiscal years and through the date of this report, ~~2018~~we ~~notice~~have ~~was~~had ~~given~~no ~~that~~disagreements ~~GACP~~with ~~Finance~~Whitley ~~Co.~~Penn, on any matter of accounting principles or aspractices, ~~Agent~~financial statement disclosure, ~~Secured~~or ~~Party~~auditing scope or procedure, ~~will~~which ~~offer~~disagreements, ~~for~~if ~~sale~~not atresolved ~~public~~to ~~auction~~the satisfaction of Whitley Penn, would have caused it to make reference to the ~~following~~subject ~~property:~~matter of such disagreements in its report on our financial statements for such periods.

~~(a)~~During ~~all~~our ~~right,~~two ~~title~~most ~~and~~recent ~~interest~~fiscal ~~of Excel Corporation of Excel Corporation, a Delaware corporation, in~~ years and tothrough ~~(i) 100% of~~ the ~~membership~~date ~~interest in Payprotec Oregon, LLC, and Oregon limited liability company, (ii) Certificate No. 2 for 100 shares~~ of ~~Excel~~this ~~Business~~report ~~Solutions,~~on ~~Inc.,~~Form ~~a Delaware corporation~~8-K, ~~representing~~there ~~all~~have ofbeen ~~its~~no ~~issued~~reportable ~~and~~events ~~outstanding~~as ~~common~~defined ~~stock,~~under ~~and/or~~Item 304(~~iii~~a)(1)(v) ~~Certificate No. 1for 100 shares~~ of ~~eVance~~Regulation S-K ~~Processing,~~adopted ~~Inc.,~~by athe ~~Delaware~~Securities ~~corporation, representing all of its issued~~ and ~~outstanding~~Exchange ~~common~~Commission ~~stock:~~(the ~~and/or~~“SEC”).

~~(b)~~We ~~all~~provided ~~rights~~Whitley Penn, ~~title~~with ~~and~~a ~~interest~~copy of this ~~Excel~~disclosure ~~Corporation,~~before athe ~~Delaware~~filing ~~corporation,~~was ~~Payprotec~~made ~~Oregon,~~with ~~LLC,~~the anSEC. ~~Oregon~~We ~~limited~~requested ~~liability~~that ~~company~~Whitley Penn, ~~Excel~~provide ~~Business~~us ~~Solutions,~~with ~~Inc.,~~ a ~~Delaware~~letter ~~corporation~~addressed ~~and/or~~to the ~~eVance~~SEC ~~Processing,~~stating ~~Inc.,~~whether aor ~~Delaware~~not ~~corporation~~it ~~(together,~~agrees with the ~~“Debtors”)~~above statements, inand anwe toreceived ~~substantially~~a ~~all~~letter offrom ~~the~~Whitley ~~property of the Debtors~~Penn, ~~whether~~stating ~~tangible~~that orit agrees ~~intangible,~~with ~~real~~the orabove ~~personal,~~statements. ~~now~~A orcopy ~~hereafter~~of ~~owned,~~such ~~existing~~letter, ~~acquired~~dated oras ~~arising~~of ~~and~~August ~~wherever now or hereafter located~~2, ~~and~~2018 ~~whether~~is orfiled ~~not~~as ~~eligible~~Exhibit ~~for~~16.1 ~~lending~~to ~~purposes~~this report.

~~The auction was held April 9, 2018 at the law offices of Paul Hastings LLP, 200 Park Avenue,~~ New ~~York,~~independent ~~New~~registered ~~York 10166. At this time The OLB Group, Inc., a~~public ~~Delaware~~accounting ~~corporation , entered into a Memorandum of Sale with GACP Finance Co~~firm., LLC, a Delaware limited liability company , acting solely in its capacity as administrative agent and collateral agent to certain secured lenders of the Debtors, pursuant to which OLB Group acquired substantially all of the assets of the Debtors through a foreclosure sale conducted under the Uniform Commercial Code of the State of New York (“UCC”) of the collateral of Excel Corporation and its subsidiaries, Payprotec Oregon, LLC, Excel Business Solutions, Inc. and eVance Processing, Inc. (Excel and such subsidiaries, collectively, the “Debtors”) under the Loan and Security Agreement, dated as of November 2, 2016, by and among GACP, the lenders thereunder and the Debtors, and related loan documents, as amended (the “Excel Loan and Security Agreement”).

~~OLB~~On ~~Group~~August ~~plans~~2, 2018, the Company’s Board of Directors appointed Liggett & Webb, P.A. as our new independent registered public accounting firm, effective August 2, 2018. During the two most recent fiscal years and through the date of our engagement, we did not consult with Liggett Webb regarding either (1) the application of accounting principles to ~~retain~~a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or (2) any matter that was either the ~~majority~~subject of a disagreement or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). In approving the ~~employees~~selection of Liggett & Webb, P.A. as the ~~acquired~~Company’s ~~companies~~new independent registered public accounting firm, the Board of Directors considered all relevant factors.

2Item 9.01 Financial Statements and Exhibits

SIGNATURES

Exhibit No.		Description
16.1		Consent Letter, dated August 14, 2018

~~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 hereunto duly authorized.~~1

	EXCEL CORPORATION
Date: April 13, 2018	By:	/s/ Ruby Azrak
	Name:	Ruby Azrak
	Title:	Chairman of the Board

SIGNATURES

3Pursuant 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, hereunto duly authorized.

	Excel Corporation

Date: August 14, 2018	By:	/s/ Ruben Azrak
		Ruben Azrak Chairman of the Board

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