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

 

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.)

 

595 Madison Avenue, Suite 1101

New York, 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 4.01 Change in Registrant’s Certifying Accountant.

 

Previous independent registered public accounting firm

 

On August 2, 2018, Excel Corporation, a Texas corporation (the “Company”), received notice of resignation by Whitley Penn stating as Excel’s independent registered public accounting firm. The reports of Whitley Penn, on the Company’s financial statements for each of the past two fiscal years contained no adverse opinion or a disclaimer of opinion and were not modified.

 

During our two most recent fiscal years and through the date of this report, we have had no disagreements with Whitley Penn, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Whitley Penn, would have caused it to make reference to the subject matter of such disagreements in its report on our financial statements for such periods.

 

During our two most recent fiscal years and through the date of this report on Form 8-K, there have been no reportable events as defined under Item 304(a)(1)(v) of Regulation S-K adopted by the Securities and Exchange Commission (the “SEC”).

 

We provided Whitley Penn, with a copy of this disclosure before the filing was made with the SEC. We requested that Whitley Penn, provide us with a letter addressed to the SEC stating whether or not it agrees with the above statements, and we received a letter from Whitley Penn, stating that it agrees with the above statements. A copy of such letter, dated as of August 2, 2018 is filed as Exhibit 16.1 to this report.

 

New independent registered public accounting firm.

 

On August 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 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 subject of a disagreement or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). In approving the selection of Liggett & Webb, P.A. as the Company’s new independent registered public accounting firm, the Board of Directors considered all relevant factors. 

 

Item 9.01 Financial Statements and Exhibits

 

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

  

1

 

 

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, hereunto duly authorized.

 

  Excel Corporation
     
Date: August 14, 2018 By: /s/ Ruben Azrak
   

Ruben Azrak

Chairman of the Board

 

 

2

 

 

Exhibit 16.1

 

  Dallas Office
8343 Douglas Avenue
Suite 400
Dallas, Texas 75225
214.393.9300 Main

whitleypenn.com

 

August 14, 2018

 

Office of the Chief Accountant

Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C. 20549

 

Dear Sir/Madam:

 

We have read the statements made by Excel Corporation which were provided to us and which we understand will be filed with the Securities and Exchange Commission on August 14, 2018, pursuant to Item 4.01 of its Form 8-K regarding the change in their certifying accountant. We agree with the statements concerning our firm in such Current Report on Form 8-K. We have no basis to agree or disagree with any other statements made under Item 4.01.

 

We hereby consent to the filing of this letter as an exhibit to the foregoing report on Form 8-K.

 

Very Truly Yours,