1. ORGANIZATION AND OPERATIONS Excel Corporation (the Company) was organized on November 13, 2010 as a Delaware corporation. The Company has three wholly owned subsidiaries, Excel Business Solutions, Inc. (d/b/a eVance Capital), Payprotec Oregon, LLC (d/b/a Securus Payments), (Securus), and eVance Processing Inc. (eVance). We sell integrated financial and transaction processing services to businesses throughout the United States. We provide these services through our wholly-owned subsidiaries, eVance and Securus. Through our eVance subsidiary, we provide an integrated suite of third-party merchant payment processing services and related proprietary software enabling products that deliver credit and debit card-based internet payments processing solutions primarily to small and mid-sized merchants operating in physical brick and mortar business environments, on the internet and in retail settings requiring both wired and wireless mobile payment solutions. We operate as an independent sales organization (ISO) generating individual merchant processing contracts in exchange for future residual payments. As a wholesale ISO, eVance has a direct contractual relationship with the merchants and takes greater responsibility in the approval and monitoring of merchants than do retail ISOs and we receive additional consideration for this service and risk. Securus operates as a retail ISO and receives residual income as commission for merchants it places with third party processors. On November 30, 2015, eVance entered into an Asset Purchase Agreement (the Purchase Agreement) with Calpian, Inc. (Calpian), Calpian Residual Acquisition, LLC (CRA) and Calpian Commerce, Inc., a wholly owned subsidiary of Calpian (CCI, and collectively with Calpian and CRA, the Sellers). Pursuant to the Purchase Agreement, eVance acquired substantially all of the U.S. assets and operations of the Sellers. In consideration for the acquired assets, eVance assumed certain of the Sellers liabilities, including an aggregate of $9,000