| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The accompanying unaudited interim consolidated
condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”). These unaudited financial statements should be read in conjunction with the audited financial
statements and footnotes for the year ended December 31, 2017 included on the Company’s Form 10-K. The results of the six
months ended June 30, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018. As of the date of this filing the Company
is delinquent in filing its amended for 8-K/A in which it will include the audited consolidated financial statements of Excel Corporation,
the predecessor company, for the year ended December 31, 2017. Use
of Estimates The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts 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. Principles of Consolidation The accompanying unaudited consolidated
financial statements include the accounts of the Company and its wholly-owned subsidiaries, eVance, Securus, Crowdpay.US, and OMNISOFT,
Inc. All financial information has been prepared in conformity with accounting principles generally accepted in the United States
of America. All significant intercompany transactions and balances have been eliminated. The assets
and liabilities of CrowdPay and Omnisoft in these financial statements have been reflected on a historical cost basis because the
transfer of CrowdPay and Omnisoft to the Company is considered a common control transaction. When the Company acquired
CrowdPay and Omnisoft, the Company, CrowdPay and Omnisoft were under direct control of Mr. Ronny Yakov, CEO. Cash and Cash Equivalents The Company considers 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. Goodwill Goodwill represents the excess of acquisition
cost over the fair value of net tangible and intangible assets acquired in connection with an acquisition. Goodwill is assessed
for impairment annually or more frequently if circumstances indicate impairment may have occurred. Accounts Receivable Accounts receivable represent contractual
residual payments due from the Company’s processing partners. These residual payments are determined based on transaction fees
and revenues from the credit and debit card processing activity of merchants for which the Company’s processing partners
pay the Company. Based on collection experience and periodic reviews of outstanding receivables, management considers all accounts
receivable to be fully collectible and accordingly, no allowance for doubtful accounts is required. Property and Equipment Property and equipment is stated at cost
less accumulated depreciation and amortization. Depreciation of property and equipment is calculated using the straight-line method
over the estimated useful lives of the assets, which range from five to ten years. Leasehold improvements are amortized over the
lesser of the expected term of the lease or the estimated useful life of the asset. Expenditures for repairs and maintenance are
expensed as incurred. Residual Portfolios Residual portfolios are valued at fair
value on the date of acquisition and are amortized over their estimated useful lives (7 years). Equity Investments Equity investments are valued at fair value
on the date of acquisition using the equity method of accounting and adjusted in subsequent periods for the Company’s share
of the investment’s earnings and distributions. Indefinite Lived Intangibles and Goodwill Assets The Company accounts for business combinations
under the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” where the total purchase
price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair
values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition
date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary
estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities
assumed is recognized as goodwill. Business Combinations Acquisitions are accounted for using the
acquisition method of accounting. The purchase price of an acquisition is allocated to the assets acquired and liabilities assumed
using the estimated fair values at the acquisition date. Transaction costs are expensed as incurred. We allocate the fair value of purchase
consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair
values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities
is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect
to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected
cash flows from acquired customer lists, acquired technology, and trade names from a market participant perspective, useful lives
and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which
are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period,
which is one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the
corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Stock-based Compensation We account for equity-based transactions
with nonemployees under the provisions of ASC Topic No. 505-50, Equity-Based Payments to Non-Employees We account for employee stock-based compensation
in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, Net Loss per Share Net income (loss) per common share is computed
pursuant to section ASC 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share
is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.
Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares
of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common
shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first
period presented. Acquisition
Reporting As
discussed in Note 1, the Company entered into an Asset Purchase Agreement, pursuant to which the Company purchased certain assets
used in the integrated financial and transaction processing services business. The unaudited consolidated financial statements
herein are presented under predecessor entity reporting and because the acquiring entity had nominal operations as compared with
the acquired stations (“Predecessor Business”), prior historical information of the acquirer is not presented. This
new basis of accounting was created on April 9, 2018, the effective date of the Asset Purchase Agreement. In the following discussion,
the results of operations and cash flows for the periods ended on or prior to April 9, 2018, and the financial position of the
Predecessor Business as of balance sheet dates on or prior to April 9, 218 are referred to herein as “Predecessor” financial
information, and the results of operations and cash flows of the Company for periods beginning on April 9, 2018 and the financial
position of the Company as of June 30, 2018 and subsequent balance sheet dates are referred to herein as “Successor”
consolidated financial information. Revenue
and cost recognition The
Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company
will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable
and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has
been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability
is reasonably assured. The
Company receives a percentage of recurring monthly transaction related fees comprised of credit and debit card fees charged to
merchants, net of association fees, otherwise known as Interchange, as well as certain service charges and convenience fees, for
payment processing services, including authorization, capture, clearing, settlement and information reporting of electronic transactions.
Fees are calculated on either a percentage of the dollar volume of the transaction or a fixed fee or a hybrid of the two and are
recognized at the time of the transaction. In the case of “wholesale” residual revenue in which the Company has a
direct contractual relationship with the merchant, bears risk of chargebacks and performs underwriting on the merchants, the Company
records the full discount charged to the merchant as revenue and the related interchange and other processing fees as expenses.
In cases of residual revenue where the Company is not responsible for merchant underwriting and has no chargeback liability and
has no or limited contractual relationship with the merchant, the Company records the amount it receives from the processor net
of interchange and other processing fees as revenue. The
Company acts as an ISO offering alternative financing and working capital solutions (merchant cash advances) to small and medium
sized businesses using a variety of third party funding sources. As an ISO, we earn commissions from capital funders by placing
their financial products with our merchant customers. This portion of our business does not yet represent a significant portion
of our revenues, costs or assets. The
Company recognizes revenue in accordance with FASB ASC 606, Revenue From Contracts with Customers. Revenue
is accounted for gross as a principal versus net as an agent. Revenue is recognized on a gross basis since our company has the
risks and rewards of ownership, latitude in selection of vendors and pricing, and bears all credit risk. The
Company recognizes revenue on its Omni Commerce Solution licensing when persuasive evidence of an arrangement exists, services
have been rendered, the sales price is fixed or determinable, and collection is reasonably assured. Costs
are recorded at the time the related revenue is recorded. Payment processing costs are recorded in the period the costs are incurred
and customer acquisition costs are comprised primarily of telemarketing costs and service costs and other additional benefit services. Membership
Fees The
Company recognizes revenues from membership fees for the sales of health-related discount benefit plans as earned as part of the
ShopFast program. These arrangements are generally renewable monthly and revenue is recognized over the renewal period. As
these products often include elements sold through contracts with third-party providers, the Company considers each contractual
arrangement in accordance with the Revenue Recognition topic of the FASB ASC 605. The Company’s current contracts meet these
requirements for reporting revenue on a gross basis. The Company records a reduction in revenue for refunds, chargeback’s
from credit card companies, and allowances based upon actual history and management’s evaluation of current facts and circumstances. 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. 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 Receivable,
Other Current Assets, Accounts Payable, Accrued Compensation and Other Accrued Liabilities. The items are generally short-term in nature,
and accordingly, the carrying amounts reported on the consolidated balance sheets are reasonable approximations of their fair values. Note Receivable, Other Long Term Assets,
Notes Payable, and Other Long Term Liabilities. The carrying amounts approximate the fair
value as the notes bear interest rates that are consistent with current market rates. Recent
Accounting Pronouncements The
Company has reviewed other recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company
does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position. |
