Item 1.01. Entry into a Material Definitive Agreement.

On January 23, 2012, Excel Corp.'s (the "Company") wholly-owned subsidiary, XLFashions, Inc. ("XL") entered into an assignment agreement (the "Agreement") with Orix Venture Finance LLC ("Orix"). Pursuant to the Agreement, XL acquired from Orix an approximate $3.4 million principal amount senior secured loan (the "Loan") and a warrant (the "Warrant") to purchase 65,168 Class A Preferred Units of eFashion Solutions, LLC, a New Jersey Limited Liability Company ("eFashion"). Orix was eFashion's senior secured lender, and the Loan is secured by all of the assets of eFashion. As part of the transaction, Orix also assigned a registration rights agreement to XL, which requires eFashion to register the securities underlying the Warrant under certain conditions. The purchase price paid by XL for the Loan, Warrant and related rights was $1,050,000, less a deposit of $20,120 that was received by Orix between January 17, 2012 and January 22, 2012.

The funds utilized for the acquisition were raised by XL from the sale of 9,608,412 shares of its Preferred Stock (the "Shares"), at a price of $.1379 per Share. The Shares will convert on a 1 for 1 basis for shares of common stock of the Company upon the closing of the acquisition of eFashion, if such acquisition closes. The Loan is secured by all of the assets of eFashion.

About eFashion Solutions, LLC

eFashion Solutions, LLC was founded in 2000 to provide e-commerce and Flash sales capabilities as a service to branded fashion designers & manufacturers. eFashion has invested in building a technical & logistical infrastructure coupled with workflow process and merchandising intelligence systems focused to scaling the e-commerce operations of third party web stores and creating a unique marketing platform for driving incremental sales to client's websites.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information pertaining to the acquisition of the Loan on January 23, 2012 in Item 1.01 of this report is incorporated herein by reference in its entirety in response to this Item 2.01.

Item 3.02 Unregistered Sale of Equity Securities.

The information pertaining to the sale of the Shares on January 23, 2012 in Item 1.01 of this report is incorporated herein by reference in its entirety in response to this Item 3.02.

The issuance of the Shares described above was not registered under the Securities Act of 1933. The issuance of the Shares was exempt from registration, pursuant to Section 4(2) of the Securities Act of 1933 and Regulation D and Rule 506 promulgated thereunder. These securities qualified for exemption since the issuance of securities by XL did not involve a public offering and the purchasers are all accredited investors as defined in Regulation D. The offering was not a "public offering" as defined in Section 4(2) due to the insubstantial number of persons involved in the sale, size of the offering, manner of the offering and number of securities offered. In addition, these shareholders have the necessary investment intent as required by Section 4(2) since each agreed to and will receive share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a "public offering." Based on an analysis of the above factors, XL has met the requirements to qualify for exemption under Section 4(2) of the Securities Act and Regulation D for this transaction.

Item 9.01           Financial Statements and Exhibits.



(d)      Exhibits



              Exhibit      Description
              Number
              4.1          Warrant to purchase 65,168 Class A preferred Units of
                           eFashion Solutions, LLC
              10.1         Assignment Agreement by and between ORIX Venture
                           Finance LLC and XL Fashions, Inc., dated January 23,
                           2012
              10.2         Mutual Release by and between eFashion Solutions, LLC
                           and ORIX Venture Finance LLC dated January 23, 2012
              10.3         Debt Subordination Agreement in favor of ORIX Venture
                           Finance LLC
              10.4         Loan and Security Agreement between ORIX Venture
                           Finance LLC and eFashion Solutions, LLC dated April 18,
                           2008
              10.5         Amendment to Loan Documents dated March 9, 2009 between
                           ORIX Venture Finance LLC and eFashion Solutions, LLC
              10.6         Amendment to Loan Documents dated December 30, 2010
                           between ORIX Venture Finance LLC and eFashion
                           Solutions, LLC
              10.7         Amendment to Loan Documents dated April 1, 2010 between
                           ORIX Venture Finance LLC and eFashion Solutions, LLC
              10.8         Amendment to Loan Documents dated April 21, 2011
                           between ORIX Venture Finance LLC and eFashion
                           Solutions, LLC
              10.9         Amendment to Loan Documents dated June 14, 2011 between
                           ORIX Venture Finance LLC and eFashion Solutions, LLC
              99.1         Press Release Excel Corp. Announces Purchase of
                           eFashion Solutions, LLC Senior Secured Note