UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(Mark One)

[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

                   For the fiscal year ended December 31, 2003

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

     For the transition period from           to
                                    -----------  -------------

                        Commission file number 000-32885

                          THE EXPERIENTIAL AGENCY, INC.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

               NEVADA                                    88-0471263
  (State or other jurisdiction of           (IRS Employer Identification No.)
   incorporation or organization)

                 308 West Erie, Floor 2, Chicago, Illinois 60610
                -------------------------------------------------
                    (Address of principal executive offices)

                                 (312) 397-9100
                         -------------------------------
                         (Registrant's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

                                      NONE

Securities registered under Section 12(g) of the Exchange Act:

                    COMMON STOCK, $.001 PAR VALUE PER SHARE

     Check whether the registrant (1) has filed all reports  required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days. Yes
[X] No [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B not contained in this form, and no disclosure  will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

     The issuer's revenues for the most recent fiscal year ended December 31,
2003 were $5,468,895.

     The aggregate market value of the issuer's voting and non-voting common
equity held by non-affiliates computed by reference to the average bid and ask
price of such common equity as of March 16, 2004, was approximately $26,826,026.

     As of March 22, 2004 the issuer had 58,308,766 shares of common stock,
$.001 par value per share outstanding.

                    Documents Incorporated by Reference: NONE

          Transitional Small Business Disclosure Format: Yes [ ] No [X]

<PAGE>

                          THE EXPERIENTIAL AGENCY, INC.
                                   FORM 10-KSB
                          YEAR ENDED December 31, 2003
                                      INDEX

                                     Part I

    Item 1.             Description of Business                               3

    Item 2.             Description of Property                              12

    Item 3.             Legal Proceedings                                    12

    Item 4.             Submission of Matters to a Vote of
                        Security Holders                                     12


                                     Part II

    Item 5.             Market for Common Equity and Related
                        Stockholder Matters                                  13

    Item 6.             Management's Discussion and Analysis or
                        Plan of Operation                                    14

    Item 7.             Financial Statements                                F-1

    Item 8.             Changes in and Disagreements with
                        Accountants on Accounting and Financial
                        Disclosure                                           19

    Item 8A.            Controls and Procedures                              20


                                    Part III

    Item 9.             Directors, Executive Officers, Promoters
                        and Control Persons; Compliance with
                        Section 16(a) of the Exchange Act                    21

    Item 10.            Executive Compensation                               22

    Item 11.            Security Ownership of Certain Beneficial
                        Owners and Management and Related Stockholder
                        Matters                                              22

    Item 12.            Certain Relationships and Related
                        Transactions                                         23

    Item 13.            Exhibits and Reports on Form 8-K
                        (a)   Exhibits                                       23

                        (b)   Reports on Form 8-K                            24

    Item 14.          Principal Accountant Fees and Services                 24

    Signatures                                                               25

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain  statements  in  this  Annual  Report on Form 10-KSB (this "Form 10
KSB"),  including  statements under "Item 1. Description of Business," and "Item
6.  Management's  Discussion  and  Analysis",  constitute  "forward  looking
statements"  within the meaning of Section 27A of the Securities Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995 (collectively,
the  "Reform  Act").  Certain,  but not necessarily all, of such forward-looking
statements  can be identified by the use of forward-looking  terminology such as
"believes",  "expects",  "may",  "will",  "should",  or  "anticipates",  or  the
negative  thereof or other variations thereon or  comparable  terminology, or by
discussions  of  strategy  that  involve  risks  and  uncertainties.  Such
forward-looking  statements  involve  known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
The  Experiential  Agency,  Inc.  ("Experiential",  "the Company", "we", "us" or
"our")  to  be  materially  different  from  any  future results, performance or
achievements  expressed  or  implied  by  such  forward-looking  statements.
References  in  this form 10-KSB, unless another date is stated, are to December
31,  2003.

BUSINESS DEVELOPMENT

     The  Experiential  Agency, Inc. (the "Company") was originally incorporated
in  Nevada  as  Synreal  Services  Corp.  ("Synreal")  on  August 28, 2000.  The
Company's business plan was to engage in the business of providing due diligence
and  administrative  services  for  real estate syndications.  Prior to entering
into  an  Exchange  Agreement,  discussed  below,  and  the  consummation of the
transactions  thereunder,  the  Company  was  considered  a  development  stage
enterprise,  as  defined  in  Financial Accounting Standards Board No. 7, as the
Company's  planned  principal  operations had not commenced, minimal revenue had
been derived, and all of its efforts were devoted to securing and establishing a
new  business.

     On  December  4, 2003, Synreal, The Experiential Agency, Inc., formerly G/M
Productions, Inc., an Illinois corporation (hereinafter "XA") and the former G/M
Shareholders  entered  into  an  Exchange  Agreement  (the  "Exchange"  or
"Acquisition")  whereby  XA  became a wholly-owned subsidiary of the Company and
control  of  the  Company  shifted to the former G/M Shareholders.  In addition,
Frank Goldstin, the Company's chief executive officer and sole director, entered
into  a  stock  purchase  agreement  with  the  Company's  former  officers  and
directors,  Brian  Chelin  and  Jennifer  Wallace.

                                      -3-
<PAGE>

     Synreal was considered a "shell" at the time of the Acquisition; therefore,
the  transaction  was  treated  as  a  reverse  merger.  A  reverse  merger  is
characterized  by the merger of a private operating company into a non-operating
public  shell  corporation  with nominal net assets and typically results in the
owners and managers of the private company having effective or operating control
after the transaction.  For accounting purposes, the acquired company (i.e., XA)
is  treated  as the acquiring company (i.e., Synreal or the Company); therefore,
XA emerged as the surviving financial reporting entity under the reverse merger,
but  Synreal  Services Corp. (which changed its name to The Experiential Agency,
Inc.,  a  Nevada  corporation)  remained  as  the  legal  reporting entity.  The
Registrant,  The  Experiential  Agency, Inc., a Nevada corporation, herein being
referred to as the "Company" owns one hundred percent (100%) of The Experiential
Agency,  Inc.,  an  Illinois  corporation  herein  being referred to as XA.  The
Company  operates as a holding company for XA.  All operations discussed in this
Form  10-KSB  were  conducted  by  XA.

     For  the  last  fifteen  (15) years, XA has been engaged in the business of
organizing,  promoting  and  managing  events  such as business and trade shows,
conventions,  conferences  and meetings for corporations, associations and other
organizations in the U.S. and abroad.  As a result of a change in business focus
due  to  the  acquisition  of  XA  and a national re-branding by XA, the Company
changed  its  name to The Experiential Agency, Inc.  Hereinafter, a reference to
the Company includes a reference to XA and vice-versa unless otherwise provided.

BUSINESS OF THE ISSUER

     The  Company,  through  its wholly-owned subsidiary, XA, is a comprehensive
event  marketing,  design  and  production  services  agency.  With full-service
offices  in  Chicago, Los Angeles and New York City, XA is a leading provider of
event  services  on an outsourced basis for corporations, associations and other
organizations  in  the United States and abroad.  XA provides its clients with a
single  source  to  their  business  communications  and  event  planning needs.

     For  fifteen  years,  the  XA  has  worked with clients around the globe to
design  and  produce  strategic multidimensional, highly stylized and integrated
event  programs.  During the fiscal year ended December 31, 2003, XA planned and
executed  over  one  hundred  (100)  events  that  were attended by more than an
aggregate  of  approximately  twenty-five thousand (25,000) people in the United
States  and  foreign  markets.  These events took place in the following cities:

     Domestic
     --------

     Boca  Raton,  Florida                    New  York,  New  York
     Cambridge,  Massachusetts               Orlando,  Florida
     Chicago,  Illinois                      Ozarks,  Missouri
     Cleveland,  Ohio                        Palm  Beach,  Florida
     Lake  Geneva,  Wisconsin                 Phoenix,  Arizona
     Las  Vegas,  Nevada                      Santa  Barbara,  California
     Los  Angeles,  California                Washington,  DC
     Naples,  Florida

                                      -4-
<PAGE>

     International
     -------------

     Frankfurt,  Germany
     Zurich,  Switzerland

     During  the  2003  fiscal  year,  XA  completed  a  national re-branding by
changing  the name under which it does business from "G/M! Productions" to "XA,"
which is short for The Experiential Agency.  XA also began to focus on strategic
growth that will include, among other things, the acquisition and development of
targeted  business  communications and event management companies in key regions
throughout  the United States.  XA opened two new offices in Los Angeles and New
York  City, as discussed in more detail herein and in "Description of Property,"
to  better  serve  those  markets.  XA  has  developed  a  vertically integrated
infrastructure  that it believes will enhance its ability to continue to provide
event  services  on  a  national  basis.  In order to provide its clients with a
single  source solution to their event planning needs, XA offers a wide range of
services that encompass the event planning process including general management,
concept  creation,  content  creation  and  execution.  XA  believes  that  its
vertically  integrated  organization,  creative talent, technological leadership
and  its  willingness  to  commit  capital  to  acquire  or  develop proprietary
exhibitions and special events are competitive advantages in fragmented industry
in  which  most  vendors  provide  a  limited  set of services on a local basis.

INDUSTRY AND MARKET OVERVIEW

     The  events  industry  in  the  United  States  generates approximately $80
billion  in direct spending on an annual basis, exclusive of travel and internal
spending  by  corporations  and  associations,  according  to  one  "Big  Four"
accounting firm. It is highly fragmented with several local and regional vendors
that  provide  a  limited  range  of  services in two main segments: 1) business
communications  and  event  management;  and  2)  meeting, conferences and trade
shows.  The  industry  also  consists  of specialized vendors such as production
companies,  meeting planning companies, and destination logistics companies that
may  offer  their  services  outside  of  the  events  industry.

     Integrated  business  communications  and event management services involve
the  design,  production, planning and execution of an organization's message at
conventions,  sales  meetings, conferences, executive presentations, shareholder
and  investor  meetings,  training  sessions  and product launches. The services
range  from  concept and content creation to execution and general management of
the  entire  event.  Specific  services  may  include  staging,  video and media
development  and  production,  production  of  brochures,  handouts  and  other
collateral  materials,  and  the  planning  and  execution  of  meetings  and
conventions.  Local  or regional firms generally offer a limited number of these
services  to  clients.  Most  work  is performed on a project-oriented basis and
services  are  rendered  on  a  fee  basis.

     The  meetings,  conferences  and  trade  shows  segment  is  comprised  of
exhibition  owners  and  managers  who  typically  use  a wide range of business
communications and event management services during production of an exhibition.
This  segment  consists mainly of exhibitions, consumer shows and special events
that  typically  provide  a forum for face-to-face interaction and communication
between  buyers and sellers. While the largest owner-managers of exhibitions are
divisions  of  several  multinational  publishing companies, competition in this
industry  remains  highly  fragmented.

                                      -5-
<PAGE>

     XA  believes that there is an increasing trend on the part of associations,
historically  the  largest owners and operators of exhibitions, to outsource the
operational  management  and often the ownership of exhibitions as they focus on
their  core  missions  and  seek  to  improve  efficiencies.

     The results of a recent Event Marketing Study by PROMO Magazine demonstrate
that the market for event productions services in the United States is a growing
market.  The  study  concluded  for  the 2002 calendar year that marketers spent
$132.3  billion  in  event  marketing  and  that  the  average  budget for event
marketing  was  in  excess  of $800,000. According to the study, event marketing
budgets  were  expected  to  rise  15%  to  20%  in  2003.

     XA  believes  that  its  market environment is positive for two reasons: 1)
companies  in  the  United  States are increasing their use of events to achieve
their  marketing  efforts;  and  2)  an  increasing number of U.S. companies are
outsourcing  the  production  and  design  of  events to specialized firms. As a
result,  XA's  management  believes  that  the  market  for  event  services  is
undergoing a shift towards outsourced management as organizations focus on their
core  competencies  while  at the same time seek to improve the professionalism,
creativity  and  cost-efficiency  of  their  events.

     XA  believes  that the events industry revolves on a competitive axis based
on service breadth and quality, creativity, responsiveness, geographic proximity
to  clients,  and  price.  Most  vendors of outsourced event services are small,
local  companies  that  cannot provide the wide range of services, international
coverage,  creative  talent,  purchasing  power  and  technological capabilities
required  by  large  corporations  and  associations. As a vertically integrated
service  provider,  XA  believes  that  it will be able to offer a comprehensive
solution  to these organizations with the assurance of a high quality of service
and  the  opportunity  to  form  a  long-term  relationship.

     XA  competes primarily with a large number of local and regional firms that
also  provide  business  communications  and  event management services. XA also
competes with specialized vendors such as production companies, meeting planning
companies  and  destination  logistics  companies. These primary competitors and
specialized  vendors,  however,  provide a limited range of services relative to
the  services  that  XA  provides.  XA  competes  in its market based on service
breadth,  quality,  creativity,  responsiveness, and geographic proximity to its
clients  and  price. XA differentiates itself from its competitors by offering a
single  source  solution  to  the  market  for  business communication and event
management  services  on  a  national  basis,  employing  creative,  energetic
professionals,  centralizing  its  administration  and purchasing functions, and
using  advanced  communications  technologies.

                                      -6-
<PAGE>

PRINCIPAL PRODUCTS AND SERVICES

     XA  offers  a  wide  range  of  services  that encompass the event planning
process  including  general  management, concept creation, content creation, and
execution. XA earns most of its revenue from event services fees that it charges
clients  regarding  the  following  general  service  areas:

     *  Event  Marketing
     *  Design  and  production
     *  Meetings,  Conferences  and  Trade  Shows
     *  Entertainment  and  Show  Production
     *  Business  Theater  &  General  Sessions
     *  Mobile  Marketing
     *  Audio/Visual  Production
     *  Destination  Management

     XA earns a management fee when it provides general management services.  In
some cases, all or a part of the management fee may be supplemented by an income
sharing  arrangement  with the client. XA earns fees on a fee-for-services basis
when  it  undertakes  business  communications  projects.

     XA  also earns fees payable in advance based on the spread between its cost
and the cost that it charges its clients for leasing exhibition space, equipment
rentals,  sponsorships,  and  ticket  sales.

     The  following  is  a  more  detailed  description  of the services that XA
provides  through  its  vertically  integrated  infrastructure:

General  Management  Services
-----------------------------

     XA  offers  general  management  services  that  provide  its  clients with
centralized coordination and execution of the overall event.  In connection with
providing  general  management  services,  XA  utilizes  an  executive  producer
responsible  for  overseeing  the  production  of  an  event or exhibition.  The
executive producer coordinates the services that XA provides for the client.  XA
provides  the  following  general  management  services:

     *  Project  oversight
     *  Budget  oversight
     *  Quality  assurance  and  control
     *  Project  funding  and  sponsorship  development
     *  Project  control  and  accountability
     *  Event  promotion  and  marketing  creation
     *  Schedule  management
     *  Fulfillment  provider  management

Concept  Creation
-----------------

     XA  works  with  a  client to craft the client's message, identify the best
means  of  communicating  that  message,  and  develop  cost-effective  creative
solutions.  XA  provides  the  following  concept  creation  services:

     *  Joint  determination  of  client  needs  and  goals
     *  Market  research  to  support  message  creation  and  communication
     *  Message  content  design
     *  Media  selection
     *  Initial  project  pricing  and  budgeting

Content  Creation
-----------------

     After  the  concept for an event is created, the Experiential professionals
work  to  develop  and  produce the client's message.  XA provides the following
content  creation  services:

     *  Speech  composition
     *  Speaker  support-graphics  creation
     *  Audio/Video  production
     *  Digital  media  creation
     *  Collateral  materials  design  and  distribution
     *  Entertainment  and  speaker  scripting  and  booking
     *  Theme  and  staging  design

                                      -7-
<PAGE>

Execution
---------

     XA  uses  internal  resources  to  execute  an event. As the clients' needs
dictate,  however,  XA  can  structure  its  role  so  that it is transparent to
attendants  at  the  event.  XA  provides  the  following  execution  services:

     *  On-site  quality  and  logistics  control
     *  Hotel  and  venue  coordination  and  buying
     *  Transportation  management
     *  Security  coordination
     *  Telemarketing  services  for  the  sale  of  exhibition  space
     *  Hospitality  management
     *  Registration  management
     *  Cash  and  credit  card  payment  management
     *  Entertainment  coordination
     *  Tour  program  design
     *  Permit  and  approval  procurement
     *  Food  and  beverage  management

Fulfillment
-----------

     Fulfillment is the last stage in the event process.  It includes the actual
provision  of  services  such  as catering, registration, transportation rental,
audio  and  visual  equipment  rental,  decoration  rental and temporary on-site
labor.  XA  offers  fulfillment  services  using  either  internal  resources or
third-party  vendors  as  determined  on  an  event-by-event  basis.

EXPANSION

     XA  operates three full-service offices located in Chicago, Los Angeles and
New  York  City.  Chicago  is  home  to  XA's  headquarters, which serves as the
centralized  base  for  administration and purchasing. XA opened the Los Angeles
and New York City offices during 2003. XA chose to open offices in New York City
and  Los  Angeles to better serve its national client base by providing existing
clients  with  local  offices  and  staff  to  coordinate  and  provide  ongoing
integrated  communication  services.  In  addition,  by  having  local  offices
operating  in  New  York  City and Los Angeles, XA is better able to acquire new
clients and business opportunities through aggressive local business development
activities.

Growth Strategy
---------------

     The major focus of XA's growth strategy over the next several years will be
the  acquisition  and  development of targeted business communications and event
management  companies  in  key  regions  throughout  the  United  States.  XA's
management  has  identified  a  number  of  targeted  strategic  acquisition
opportunities  in  the  form  of  business  communications  and event management
companies  in  key  regions  throughout  the  United  States.  XA's  targeted
acquisitions are intended to add geographic coverage to XA's existing businesses
as  well  as  broaden  XA's  service offerings. The initial acquisitions will be
focused  on  business  communications  and  event management companies which are
specialized in the on-site logistical aspects of the business communications and
event management industry, and are located in the Chicago, New York City and Los
Angeles  areas.

                                      -8-
<PAGE>

     XA  will  also  fuel  growth  through  a broader, carefully designed growth
strategy  that  includes extending relationships with existing clients, building
new  client  relationships,  expanding  its  international  client  base, making
selected  infrastructure  acquisitions,  and  expanding  its  media  services.

     XA  believes  that  substantial opportunities exist to expand relationships
with existing clients by cross-selling the full range of XA's services, building
out  its  national  office  network  and  expanding  XA's  service  offerings,
particularly  with  respect  to  experiential  events,  multimedia and corporate
branding  capabilities.  XA  seeks to capitalize on the services provided to one
division  or operation of a client by selling its services to other divisions or
operations,  including  their  foreign  operations.  XA  recently  initiated  an
advertising and public relations program to enhance its brand recognition in the
marketplace.

     As  organizations  focus on their core competencies and seek to improve the
professionalism,  creativity  and  cost- efficiency of their events, XA believes
they  will continue to outsource the management of events. XA believes that many
opportunities  exist to add new clients with large-scale business communications
and event management needs. XA seeks relationship-building opportunities through
client  referrals  and  its  internal  sales  force.

     XA  believes that multinational organizations headquartered both inside and
outside  of  the  United  States  are  increasingly  interested  in  building
relationships with business communications and event management firms and owners
of  events  who  can  provide  their  services  on  a  worldwide  basis.  XA's
international  client  base continues to grow and in order to better serve these
organizations,  XA  plans  to  aggressively expand its international client base
over  the  next  24  months.

     XA  believes that as the event industry continues to consolidate there will
be  many domestic and international acquisition opportunities. XA may acquire or
affiliate  with  select  additional companies to expand its client base, further
build out its infrastructure, add new service applications or provide additional
operating  efficiencies  and  synergies.

     XA  currently  provides  digital  communications and multimedia services to
clients  in  such  areas as exhibition promotion, training programs and Internet
home  pages.  XA  designs  and  develops  websites,  CD-ROM / DVD-ROM materials,
promotional  videos,  targeted  marketing  presentations  and  other  multimedia
products.  XA  believes  that continued technological advances, coupled with the
growing  need  of  organizations to more effectively tailor their messages, will
create  opportunities  for  XA to develop new services for clients, particularly
for  business  communications  and  event  management  services.

CREATIVIE  TALENT

     A  primary  value  that  XA  brings  to its clients is the creative talent,
energy  and commitment of its employees. XA seeks to attract and retain the best
personnel  by developing attractive compensation, benefits and training programs
and providing long-term career opportunities that its smaller competitors cannot
duplicate.  As  of  December  31,  2003,  XA  had  fifteen  full-time and twenty
part-time  employees.

                                      -9-
<PAGE>

     XA  compliments  its staff with a pool of over 100 professionals hired on a
project-by-project  basis  who  have  distinguished  themselves  through  prior
experience  with  XA.  XA  is not a party to any collective bargaining agreement
with  a union.  From time to time, however, XA does independently contract with,
or hire, union personnel during the production of a particular meeting or event.
XA  considers  itself  to have good relations with its employees and independent
contractors.

     Today,  corporations  are  searching  for  new ways to motivate, excite and
impart  a  message  to  their audience. XA is able to help them accomplish these
goals  by designing a creative platform from which to communicate. For instance,
most  companies  do  not  realize  they  can  afford  to do a concert event with
headline talent because it has never been presented to them as a marketing tool.
Most of XA's programs are more in line with the standard format of events (i.e.,
meetings  and Business Theater). The "corporate concert," however, is a new tool
that  XA  presents  to  its  clients  as  it  really is a successful approach to
breaking  the  mold.

     Breaking  the traditional mold can be a hard sell to a conservative client,
but  when  XA's  team can demonstrate how hosting one large, memorable event can
save  $250,000  from the marketing budget, and, most importantly, have a greater
impact on attendees, the client understands the value of experiential marketing.
XA  launched  a  corporate  concert  division  due  to  the success of the first
corporate  concert  which  led  to  others.  The  goal  of the Corporate Concert
Division  is  to  break  the traditional mold by demonstrating the advantages of
experiential  marketing.  Recent corporate concerts include the likes of Natalie
Merchant,  Hootie  &  The Blowfish, Smoky Robinson and Jim Belushi and His Band.

     To  execute  XA's expansion plans, XA has also recruited a number of senior
executives  with  broad and diverse experience managing rapidly growing national
and  international  businesses.

CENTRALIZED  ADMINISTRATION  AND  PURCHASING

     XA  has  centralized its administrative and purchasing functions to enhance
cost  efficiency  and  quality control. The corporate headquarters in Chicago is
the  center for administration, MIS, finance, accounting and human resources. XA
has a national client base. XA oftentimes plans and executes multiple events for
different  national  clients  in  a  single  geographic  location. XA negotiates
through  the Chicago office with local vendors in these geographic locations for
the  provision  of services to its national clients. XA repeatedly uses the same
vendors  in these local markets. XA believes that it enjoys purchasing power and
economies  of  scale  greater  than  that  available  to  its local competitors.

TECHNOLOGICAL  CAPABILITIES

     XA  believes  that  it  can  invest  more  in  technology  than  its  local
competitors  and  thereby become a leader in utilizing advanced technologies. XA
is  able  to allocate its investment in technology over its large national event
base,  whereas  a  local competitor that does not have a national event base may
not  be  willing  to  invest  heavily  in advanced technology. XA currently uses
advanced  communications  technologies  such  as  digitized  presentations  and
multimedia  applications  to provide high quality customer service. In addition,
XA  is  creating  business  communication  applications using media, such as DVD
technology,  plasma screens, interactive video and the satellite communications.

                                      -10-
<PAGE>

SALES  AND  MARKETING

     XA's  client  list  is  comprised  of  a  diverse  mix  of  corporations,
associations,  universities  and  governmental  entities.  XA has separate sales
forces  that  target  users  of  business  communications  and  event management
services.  XA's  senior  management  team  and executive producers of events are
frequently  influential  in establishing and expanding new client relationships.
Sales  personnel are compensated through a commission plan based on a percentage
of  either  gross  profits  or  gross  revenues.

     XA's sales force comprises 8 full-time sales people who identify prospects,
respond  to requests for proposals and create solutions to clients' requests. XA
has  created  compensation  incentives to encourage the sales force to sell XA's
wide  range  of  services.  New  business  is  generated  by:

* Pursuing client referrals from existing clients and other business
  contacts,
* Expanding sales to existing clients by providing additional services;
  and
* New client solicitation.

     An  executive  sales  person  and an executive producer will serve a large,
national  client  and  maintain  the  ongoing client relationship. The executive
sales  person  will introduce the client to XA's national execution capabilities
and,  together  with  an  executive producer, is responsible for maintaining the
client  relationship  at  the  local  level.  These team leaders develop a close
working  relationship  with  clients  that require a broad range of services for
their  events.  XA staffs a particular project with team members that work under
the  direction of the executive producer. These team members are responsible for
the  overall  project.  The team selectively utilizes other Company resources in
order  to  create  the  concept and content for an event and then to prepare and
execute  the  event.

     In  general,  XA's  operations  are  generally  organized  to serve the two
principal  areas,  with  separate  groups  responsible  for  the  business
communications  and events management components of XA's business. Professionals
in  XA's  business  communications  group  provide  creative  solutions  for
organizations  seeking  to  develop  and execute conventions, meetings and other
means  of  communicating  with their intended audiences. XA's event planning and
destination logistics group, its entertainment production and distribution group
and its multimedia and Internet services group provide support for XA's clients.
XA's  professionals  work  closely  together  to develop, produce and execute an
event  or  communication.

     XA  recently  initiated an advertising and corporate branding initiative to
enhance  its  brand  recognition  in the marketplace. Under this program, XA has
restructured  is  website  and  marketing  materials  and  has engaged a premier
marketing  and  business  development  firm  to  provide  creative  content  and
corporate  identity  services  for  XA.

                                      -11-
<PAGE>

INTELLECTUAL PROPERTY

     The  Company  is  the owner of the proprietary trademark, "The Experiential
Agency(R)."  The  Company  also  owns  the  following  internet  domain  names:

     *  gmproductions.com
        -----------------
     *  www.gmproductions.com
        ---------------------
     *  www.gmprodutions.net
        --------------------
     *  www.expagency.com
        -----------------
     *  www.experientialagency.com
        --------------------------

     The Company does not own any patents or licenses related to its products or
services.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company's corporate headquarters are located in Chicago, Illinois.   In
March  2000,  the Company entered into a seven-year lease of approximately 6,600
square  feet  of  office  space  for  its corporate headquarters.  The Company's
current  lease  commitment  is  $11,918  per  month  plus  the obligation to pay
utilities.  The  lease  provides  for  a  two-year  renewal  option.

     The Company recently opened an office in New York City.  The Company leases
this  office  space  from  Thom  Filicia,  Inc. on a month-to-month basis.   The
Company's  current  lease  commitment is $1,250 per month plus the obligation to
pay  utilities.

     The  Company  also  recently  moved  into  new  offices  in  Los  Angeles,
California.  On  January 15, 2004, the Company entered into a 4 year and 7 month
lease  for  this  office  space  from  Gilmore North Market, LLC.  The Company's
current  lease  commitment  is  $1700  per  month  plus  the  obligation  to pay
utilities.

ITEM 3.  LEGAL PROCEEDINGS

     On  April  10,  2003,  Tribesoft, LLC (the "Tribesoft") filed a lawsuit for
breach of contract in the amount of $7,572 against the Company styled Tribesoft,
                                                                      ----------
LLC v. GM Productions, Inc., in the Circuit Court of Cook County, Illinois, Case
---------------------------
number  2003-M1-123156.  The  Company  filed a counter-claim for non-performance
seeking  $7,500.  The Company entered into a contract with Tribesoft under which
Tribesoft  was  to  provide  web site development services for the Company.  The
Company paid Tribesoft $7,500, however, Tribesoft did not develop the website as
required  by the contract.  Tribesoft invoiced the Company an additional $7,572.
The  Company refused to pay the invoice.  Tribesoft and the Company settled this
lawsuit.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    On  December  9, 2003, a majority of shareholders of the Company, via signed
written consent to action without a meeting of the shareholders, approved a name
change  to  The  Experiential  Agency, Inc., a 13:1 forward stock split, and the
reauthorization  of  100,000,000  shares  of  common  stock, $.001 par value per
share.  The  number  of  shares  consenting  to  the action was 2,769,231 out of
3,969,231  pre-split  shares  that  were  eligible  to  vote.

                                      -12-
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     "Bid"  and  "asked"  offers  for  the common stock are listed on the NASDAQ
OTC-Bulletin  Board  published  by  the  National  Quotation  Bureau,  Inc.  The
Company's  common  stock  began  regular trading during the third quarter of the
fiscal  year  ended  December 31, 2003.  The trading symbol for the common stock
was  "SYSC"  and  was  changed  to  "EXAG" in connection with the Company's name
change  on  December  11,  2003.

     The  following  table  sets  forth  the  high  and  low  bid prices for the
Company's  common  stock  for  the  periods  indicated as reported by the NASDAQ
OTC-Bulletin  Board.  The quotations reflect inter-dealer prices, without retail
mark-up,  mark-down  or  commission  and  may not represent actual transactions.

                                             Bid Prices
Quarter Ended                      High                       Low
------------------                 -----                      -----
December 31, 2003                $ 0.05                      $ 0.05
September 30, 2003                 0.05                        0.05

     There  were  48 holders of record of the common stock as of March 16, 2004.
The  Company  has  never  paid  a cash dividend on its common stock and does not
anticipate the payment of a cash dividend in the foreseeable future. The Company
intends  to  reinvest in its business operations any funds that could be used to
pay  a  cash dividend.  The Company's common stock is considered a "penny stock"
as  defined  in certain rules (the "Rules") under the Securities Exchange Act of
1934.  In  general,  a  security  which  is not quoted on NASDAQ or has a market
price  of  less  than  $5  per share where the issuer does not have in excess of
$2,000,000  in  net tangible assets (none of which conditions the Company meets)
is  considered  a  penny  stock.  The  SEC's rules regarding penny stocks impose
additional  sales  practice  requirements  on  broker-dealers  who  sell  such
securities  to persons other than established customers and accredited investors
(generally  persons  with  net worth in excess of $1,000,000 or an annual income
exceeding  $200,000  or  $300,000  jointly with their spouse).  For transactions
covered  by  the  rules,  the  broker-dealer  must  make  a  special suitability
determination for the purchaser and receive the purchaser's written agreement to
the  transaction  prior  to  the  sale.  Thus  the  Rules  affect the ability of
broker-dealers to sell the Company's shares should they wish to do so because of
the  adverse  effect that the Rules have upon liquidity of penny stocks.  Unless
the  transaction  is  exempt  under  the Rules, under the Securities Enforcement
Remedies  and  Penny Stock Reform Act of 1990, broker-dealers effecting customer
transactions  in  penny  stocks are required to provide their customers with (i)
a risk disclosure document; (ii) disclosure of current bid and ask quotations if
any;  (iii)  disclosure  of  the compensation of the broker-dealer and its sales
personnel  in  the  transaction; and (iv) monthly account statements showing the
market value of each penny stock held in the customer's account.  As a result of
the  penny  stock rules the market liquidity for the Company's securities may be
severely  adversely  effected  by limiting the ability of broker-dealers to sell
the  Company's  securities  and  the  ability of purchasers of the securities to
resell  them.

RECENT SALES OF UNREGISTERED SECURITIES

     On  December  4, 2003, the Company issued 1,769,231 pre-split shares of its
common  stock,  $.001  par  value  per share which were not registered under the
Securities  Act  of  1933,  as  amended  (the  "Act"),  pursuant  to an Exchange
Agreement  whereby  XA  became  a  wholly-owned  subsidiary of the Company.  The
Company  claims  the  exemption  from  registration  afforded  by  Rule  506  of
Regulation  D  under  the  Act.

                                      -13-
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     This  report  contains  forward  looking  statements  within the meaning of
Section  27a  of  the  Securities  Act of 1933 and Section 21e of the Securities
Exchange  Act  of 1934.  These forward looking statements are subject to certain
risks  and  uncertainties  that  could cause actual results to differ materially
from  historical results or anticipated results, including those set forth under
"Risk  Factors"  in  this  Management's  Discussion  and  Analysis  of Financial
Condition  and  Results  of  Operations"  and  elsewhere  in  this  report.  The
following  discussion  and analysis should be read in conjunction with "Selected
Financial  Data"  and  the  Company's  financial  statements  and  notes thereto
included  elsewhere  in  this  report.

OVERVIEW

     On December 4, 2003, the Company acquired 100% of the outstanding shares of
X/A  pursuant  to an Exchange Agreement.  As a result of the Exchange Agreement,
the  business  of X/A became the business of the Company, control of the Company
shifted  to  the former XA Shareholders and the Company subsequently changed its
name  to  The Experiential Agency, Inc.  For the last fifteen (15) years, XA has
been  engaged  in the business of organizing, promoting and managing events such
as  business  and  trade  shows,  conventions,  conferences  and  meetings  for
corporations,  associations  and  other  organizations  in  the U.S. and abroad.

     The  Company's  financial  projections  yield an increase in total revenues
from  US$5.4  million  in  2003,  to  US$ 38.5 million in 2007. In addition, the
Company  is  expected to reach increasing cash holdings from 2004 onwards. These
projections  are  based  on  the  following  critical  assumptions:

*    Ability  to secure additional investment capital to be used for the purpose
     of  acquiring  targeted  companies;

*    Ability  of  XA  to  successfully integrate the acquired companies into its
     corporate  structure;

*    Ability  of XA to attract additional senior management personnel and retain
     existing  key  management;  and

*    Ability  to  decrease  the  operating expenses over time as a percentage of
     revenue.

MARKETING STRATEGY

     The  Company  believes  that  there  is  an increasing trend on the part of
associations,  historically  the largest owners and operators of exhibitions, to
outsource  the  operational management and often the ownership of exhibitions as
they  focus  on  their  core  missions  and  seek  to  improve  efficiencies.

     The  Company  believes  that  the events industry revolves on a competitive
axis  based  on  service  breadth  and  quality,  creativity,  responsiveness,
geographic  proximity  to  clients,  and price. Most vendors of outsourced event
services  are  small,  local  companies  that  cannot  provide the wide range of
services,  international  coverage,  creative  talent,  purchasing  power  and
technological capabilities required by large corporations and associations. As a
vertically  integrated  service  provider,  the Company believes that it will be
able to offer a comprehensive solution to these organizations with the assurance
of  a  high  quality  of  service  and  the  opportunity  to  form  a  long-term
relationship.

                                      -14-
<PAGE>

     The Company differentiates itself from its competitors by offering a single
source  solution  to  the market for business communication and event management
services  on  a  national  basis,  employing  creative, energetic professionals,
centralizing  its  administration  and  purchasing functions, and using advanced
communications  technologies.

COMMITMENTS FOR CAPITAL EXPENDITURES

     The  Company leases office space is Chicago, New York City and Los Angeles.
The  Company's  lease commitment for this office space is $14,868 per month. The
Company also leases various types of equipment and vehicles. The Company's lease
commitment  for  the  equipment and vehicles is $1,728 and $3,093, respectively,
per  month.

COMPARISON OF OPERATING RESULTS

FISCAL YEAR ENDED DECEMBER 31, 2003 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2002

     Sales  revenue  for  the  fiscal  year  ended  December  31, 2003 increased
$1,852,343  (or 51%) to $5,468,895 as compared to $3,616,552 for the fiscal year
ended  December  31,  2002. The increase in sales revenue was due to new clients
acquired  in  the  New York and Los Angeles markets and additional projects with
XA's  current  clients.

     Cost  of  goods sold as a percentage of revenue for the year ended December
31,  2003 decreased to (46%) of gross revenue at $3,388,816 as compared to (64%)
of  gross revenue at $2,326,406 for the fiscal year ended December 31, 2002. The
decrease  in  cost  of  goods  sold  as  a  percentage of revenue was due to the
increased  efficiencies  of XA's operations through centralized budget oversight
and  improved  job  costing.

     Gross  profit as a percentage of sales ("gross profit margin") increased to
38%  for  the  fiscal  year ended December 31, 2003 from 36% for the fiscal year
ended  December 31, 2003. The increase in gross profit margin was due to the 51%
increase  in  sales revenue that was offset by the 46% increase in cost of goods
sold.

     General  and administrative ("G&A") expenses were $2,024,362 and $1,365,429
for  the  years  ended December 31, 2003 and 2002, respectively. The increase in
G&A was due to the expansion of the Company's office in New York and Los Angeles
and  the  acquisition of additional senior management team members. In addition,
the  Company  incurred expenses related to the reverse merger transaction in the
form  of  accounting,  legal,  and  other  professional  fees.

     Interest  expense increased to $41,467 for the year ended December 31, 2003
from  $33,726  for  the  year  ended December 31, 2002. The increase in interest
expense was primarily due to the Company's increased borrowing under its line of
credit.  The Company has a $200,000 line of credit payable on demand or April 4,
2004  if no demand is made. The interest rate varies at 0.5% over the Prime Rate
as  published  in the Wall Street Journal (the "Prime Rate"). As of December 31,
2003,  $200,000  was outstanding under the line of credit as compared to $50,000
as  of  December  31, 2002. The Company intends to renew the line of credit when
due. The Company also has a $294,536 note payable that matures on June 30, 2007.
The interest rate is 5.25% that varies at 0.5% over the Prime Rate. The interest
rate on both the line of credit and the note payable was 4.5% as of December 31,
2003.

                                      -15-
<PAGE>

     Interest  income  was $750 and $1,561 for the years ended December 31, 2003
and  2002,  respectively.

     As of December 31, 2003, the Company had an accumulated deficit of $90,318.

LIQUIDITY AND CAPITAL RESOURCES

     As  of  December  31,  2003,  the Company's cash totaled $306,500 and total
current  assets  were  $807,248.  Accounts  receivable at December 31, 2003 were
$181,619.  As  of  December 31, 2003 and 2002, the Company had advanced $319,129
and  $292,728,  respectively,  to its chief executive officer, sole director and
principal  shareholder,  Frank  Goldstin. The advances are unsecured and bear no
interest.  On  March  11,  2004,  the  Company's  Board  of Directors approved a
resolution  to  cancel shares of the Company's common stock held by Mr. Goldstin
in  consideration  for  repayment  of  the  principal  sum  of  he advances then
outstanding  and all interest accrued thereon, discussed in more detail below in
"Item  12.,  Certain  Relationships  and  Related  Transactions."

     As  of  December  31,  2003,  the  Company's  accrued  liabilities  totaled
$157,414,  consisting of accounts payable of $34,246, accrued payroll of $57,041
and  accrued  taxes  of $66,127. The Company also had $200,000 outstanding under
its  line  of  credit  and  $83,652 currently due on its long-term note payable.
Total  current  liabilities  were  $441,066  as  of  December  31,  2003.

     Net working capital was $366,182 at December 31, 2003. The ratio of current
assets  to  current  liabilities  was  1.83.

     The  Company  had  a  net  increase in cash of $203,361 and $11,985 for the
fiscal  years  ended  December  31, 2003 and 2002, respectively. Cash flows from
financing  activities  represented the Company's principal source of cash during
the  fiscal  period  ended  December  31, 2003, as compared to the fiscal period
ended  December  31,  2002,  in  which  cash  flows  from  operating  activities
represented  the  Company's  principal source of cash. Cash flows from financing
activities  during  the fiscal period ended December 31, 2003 resulted primarily
from  an increase of $250,000 due to the sale of common stock and a net increase
of $150,000 due to a line of credit with a bank as compared to the fiscal period
ended  December  31, 2002. The exchange with Synreal called for two subscription
agreements  to  be executed by two entities for the purchase of 1,000,000 shares
of  the  Company's common stock for $500,000 (or $0.50 per share). Subsequently,
the  parties  modified such arrangement resulting in the receipt of $500,000 for
625,000  shares  at  $.80  per  share. Another investment was made by one of the
entities  for  an  additional  $125,000  for  156,250  shares at $.80 per share.

                                      -16-
<PAGE>

     The  Company  converted  $241,244 of accounts receivable to cash during the
fiscal  period ended December 31, 2002, as compared to $13,364 during the fiscal
period ended December 31, 2003. Officer's loans decreased by $112,787 during the
fiscal  period  ended  December  31, 2002 as compared to an increase in officers
loans  of $26,402 during the fiscal period ended December 31, 2003, resulting in
a  cash  increase  and  decrease,  respectively.  Primarily as a result of these
factors, the Company had positive cash flow from operating activities during the
period  ended  December  31,  2002,  but  had  negative cash flow from operating
activities  during  the  fiscal  period  ended  December  31,  2003.

     The Company did not have any cash flow from investing activities during the
fiscal  year  ended  December  31,  2003. The Company uses its cash reserves for
working  capital  and  other  cash  commitments.  The  Company's has a $200,000,
variable  interest rate line of credit outstanding that is due on April 4, 2004.
The  Company  plans  to  renew  the line of credit. As of December 31, 2003, the
current  portion  of  the  Company's  long-term  debt was $83,652 that is due on
December  31,  2004.  As  described in Note 5 of Notes to Consolidated Financial
Statements  included in "Item 7 - Financial Statements," the minimum payment due
during  the  fiscal  year ended December 31, 2004 under certain lease agreements
for  office  space,  equipment and vehicles that the Company has entered into is
$224,520.

     The Company requires $3 to $5 million to support strategic acquisitions and
the current expansion plan. The financing plan is based on a $1.5 - $2.5 million
equity  investment  in  FY  2004  with  the option for an additional $1.5 - $2.5
million  investment  in the form of a combination of equity and convertible debt
for additional strategic acquisitions over the next 18 to 24 months. The Company
will  continue  to  pursue its expansion strategy prior to the completion of the
current  capital campaign within the limits of its operating funds. In addition,
it  continues  to  evaluate  potential  acquisitions  and negotiate with several
potential  acquisition  candidates.

     A  substantial  portion of the Company's investment capital will be used to
finance  the  expansion  of  the  Company's  business  in  accordance  with  its
acquisition  strategy.  To  the  extent  that  the  proceeds  are  not  used for
acquisitions,  such proceeds will be used for general corporate purposes and for
working capital needs. The amount and timing of such uses will vary depending on
the  availability  of  acquisition  opportunities.  Pending  such  uses, the net
proceeds  will  be  invested  in  short-term  investment  grade  securities.

     While  the  Company is not currently a party to any agreements with respect
to  any  such  acquisitions,  it is possible that an agreement in principle or a
definitive  agreement  as  to one or more acquisitions will be executed prior to
the  completion of the current capital raising efforts. The capital requirements
as  stated  will be sufficient to complete the Company's initial acquisition and
expansion  phase  over the next 18-24 months. The Company may require additional
investment  capital  in  the future to support additional strategic acquisitions
and  further  expansion  initiatives.

                                      -17-
<PAGE>

RISK FACTORS

     Reliance  on  Key  Management.  The success of the Company depends upon the
personal  efforts  and  abilities  Frank Goldstin, the Company's Chief Executive
Officer,  and  other  senior management of the Company. The Company's ability to
operate  successfully  and manage its potential growth depends on its ability to
attract  and retain highly qualified technical, managerial, sales, marketing and
financial  personnel.  The  Company faces competition for qualified personnel in
these  areas.  The Company cannot be certain that it will be able to attract and
retain  qualified  personnel.  The Company's key employees, including those with
employment  or consulting agreements, may voluntarily terminate their employment
at  any  time.  The loss of Mr. Goldstin or other key employees or the Company's
inability  to hire and retain additional qualified personnel in the future could
have  a  material  adverse  effect  on  the  Company's  business and operations.

     Competition.  The  event  production  industry  is  highly  competitive and
fragmented.  The Company competes in each of its markets with numerous national,
regional  and local event production companies, many of which have substantially
greater financial, managerial and other resources than those presently available
to  the  Company.  No  assurance  can  be given that the Company will be able to
effectively  compete  with  these other companies. In the event that the Company
cannot effectively compete on a continuing basis, such inability to compete will
have  a  material  adverse  effect  on  the  companies  business and operations.

     Need  for  Additional  Financing.  It  is imperative that the Company raise
capital  to  implement its business plan. The Company will require approximately
$3  to  $5 million of additional financing to implement its business plan. As of
March  11,  2004,  Starlight  Holdings SA and Dutchess Corporation, two entities
that are not affiliated with the company, have purchased an aggregate of 768,750
restricted  shares  of  common stock in consideration for $615,000. The first of
such  purchases  occurred  on  February  24,  2004. The company plans to use the
proceeds  from  such  investment  for  general working capital purposes. At this
time,  no  other  additional  financing  has been secured or identified. Without
additional  financing, the Company can continue its current operations. However,
if  the Company is unable to obtain debt and/or equity financing upon terms that
management  deems  sufficiently favorable, or at all, it would have a materially
adverse  impact  upon the Company's ability to pursue its expansion strategy. If
the Company does not receive external financing, the Company will not be able to
expand  nationally  or  internationally  which would be a limiting factor on the
Company's  growth.  In  the  event  that  the  Company does not receive external
financing, the Company's growth plans will be reduced and the Company will focus
on  organic  revenue  growth  by  continuing  to  aggressively  pursue  business
development  opportunities  and  new  client  acquisitions  through  its current
business  structure.

CRITICAL ACCOUNTING POLICIES

     Our  discussion  and  analysis  of  our  financial condition and results of
operations  is  based  upon  our  audited  financial statements, which have been
prepared  in  accordance  with  accounting  principals generally accepted in the
United States. The preparation of these financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,  and  related  disclosure  of any contingent assets and
liabilities.  On  an  on-going basis, we evaluate our estimates, including those
related  to  uncollectible  receivable,  investment  values,  income  taxes, the
recapitalization and contingencies. We base our estimates on various assumptions
that  we  believe to be reasonable under the circumstances, the results of which
form  the  basis  for  making  judgments  about  carrying  values  of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ  from  these  estimates  under  different  assumptions  or  conditions.

                                      -18-
<PAGE>

     We  believe  there  were  no  significant  critical  assumptions other than
depreciation.  With  respect  to depreciation, the actual lives of the Company's
fixed  assets  could  vary significantly from the lives used for depreciation in
the  financial  statement  presentation.

ITEM 7.  FINANCIAL STATEMENTS

     The  financial  statements  of  the  Company  as prepared by Pollard-Kelley
Auditing  Services,  Inc.  are  enclosed  herein.



Pollard-Kelley Auditing Services, Inc.
Auditing Services
3250 West Market St, Suite 307, Fairlawn, OH 44333 330-864-2265


The  Experiential  Agency,  Inc.
and  Subsidiary

We  have audited the Consolidated Balance Sheet of The Experiential Agency, Inc.
and subsidiary, as of December 31, 2003 and 2002 the related Consolidated Income
Statement,  Consolidated  Statement  of  Stockholders'  Equity, and Consolidated
Statement  of  Cash  Flows for the years then ended.  These financial statements
are  the  responsibility  of the Company's management.  Our responsibility is to
express  an  opinion  on  those  financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.   Those standards require that we plan and
perform  the  audits  to obtain reasonable assurance about whether the financial
statements  are  free  of material misstatement.  Audits include examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  Audits  also  include  assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion, based on our audits, the financial statements referenced above
present  fairly,  in  all  material  respects,  the  financial  position  of The
Experiential  Agency,  Inc. and subsidiary as of December 31, 2003 and 2002, and
the  results  of their operations and their cash flows for the years then ended,
in  conformity  with  generally  accepted  accounting principles accepted in the
United  States  of  America.




Terance  L.  Kelley
January  23,  2004
Fairlawn,  Ohio

                                      F-1
<PAGE>

<TABLE>
<CAPTION>

THE EXPERIENTIAL AGENCY
CONSOLIDATED BALANCE SHEETS
December 31, 2003 and 2002


                                               2003        2002
                                            ----------  ----------
          ASSETS
<S>                   <C>                   <C>         <C>
Current Assets
     Cash                                  $ 306,500   $ 103,139
     Accounts receivable                     181,619     194,983
     Officer's loans receivable              319,129     292,728
                                            ----------  ----------
       Total Current Assets                  807,248     590,850

Fixed Assets
     Equipment                                74,936      74,936
     Furniture and fixtures                   48,978      48,978
                                            ----------  ----------
                                             123,914     123,914
     Less accumulated depreciation          (118,530)   (115,170)
                                            ----------  ----------
                                               5,384       8,744
                                            ----------  ----------

                                           $ 812,632   $ 599,594
                                            ==========  ==========

          LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts payable                      $  34,246   $  22,500
     Accrued payroll                          57,041      25,667
     Accrued taxes                            66,127      93,512
     Unearned revenue                              -     138,000
     Line of credit                          200,000      50,000
     Current portion of long term debt        83,652      78,981
                                            ----------  ----------
       Total Current Liabilities             441,066     408,660

Long-term Debt
     Note payable                            210,884     294,536


Stockholders' Equity
     Common stock                             52,600       1,000
     Additional paid in capital              448,400           -
     Retained deficit                        (90,318)   (104,602)
     Stock  subscription receivable         (250,000)          -
                                            ----------  ----------
                                             160,682    (103,602)
                                            ----------  ----------

                                           $ 812,632   $ 599,594
                                            ==========  ==========

</TABLE>


See accompanying notes to financial statements.

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

THE EXPERIENTIAL AGENCY
CONSOLIDATED INCOME STATEMENT
For the Years Ended December 31, 2003 and 2002



                                                2003          2002
                                            ------------  ------------
<S>                          <C>                      <C>           <C>
Revenues
     Sales                                  $ 5,468,895   $ 3,616,552

Cost of goods sold
     Direst production costs                  3,388,816     2,326,406
                                            ------------  ------------

Gross profit                                  2,080,079     1,290,146

Administrative expense                        2,024,362     1,365,429
                                            ------------  ------------

Income from operations                           55,717       (75,283)

Other income and expenses
    Interest income                                (750)       (1,561)
    Other expenses                               42,183         1,416
                                            ------------  ------------
                                                 41,433          (145)
                                            ------------  ------------

Net Income (Loss)                           $    14,284   $   (75,138)
                                            ============  ============

Earnings (loss) per share                   $         -   $         -

Average shares outstanding                   37,383,336    35,987,003
</TABLE>



See accompanying notes to financial statements.

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

THE EXPERIENTIAL AGENCY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the Years Ended December 31, 2003 and 2002

                                                           Additional                Stock
                                     Common Stock           Paid-in   Retained   Subscription
                                        Shares    Amount    Capital    Deficit     Receivable     Total
                                     ----------  -------  ---------  ----------  ------------  ----------
<S>                              <C>         <C>      <C>        <C>         <C>           <C>
Balance January 1, 2002                  1,000  $ 1,000  $      -   $ (29,464)  $         -   $ (28,464)

     Net loss                                -        -         -     (75,138)            -     (75,138)
                                     ----------  -------  ---------  ----------  ------------  ----------

Balance December 31, 2002                1,000    1,000         -    (104,602)            -    (103,602)

     Merger with Synreal Services    2,200,000    2,200    62,800     (65,000)            -           -
     Exchange of private Company's
       stock -net                    1,768,231      769      (769)          -             -           -
     Recapitalization                                 -   (65,000)     65,000             -           -

     13:1 forward stock split       47,630,772   47,631   (47,631)          -             -           -
     Subscription of stock           1,000,000    1,000   499,000           -      (250,000)    250,000
     Net income                              -        -         -      14,284             -      14,284
                                     ----------  -------  ---------  ----------  ------------  ----------

Balance December 31, 2003           52,600,003  $52,600  $448,400   $ (90,318)  $  (250,000)  $ 160,682
                                     ==========  =======  =========  ==========  ============  ==========
</TABLE>


See accompanying notes to financial statements.

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

THE EXPERIENTIAL AGENCY
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Years Ended December 31, 2003 and 2002


                                                        2003        2002
                                                     ----------  ----------
<S>                                   <C>                    <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income (loss) for the year                 $  14,284   $ (75,138)
     Adjustments to reconcile net earnings to net
      cash provided (used) by operating activities:
       Depreciation                                     3,360       5,355
     Changes in Current assets and liabilities:
       Decrease in Accounts receivable                 13,364     241,244
       (Increase) Decrease in Officers loans          (26,402)    112,787
       Increase (decrease) in Accounts payable         11,746     (39,500)
       Increase in Accrued payroll                     31,375       1,041
       (Decrease) increase in Accrued taxes           (27,385)     70,012
       (Decrease) in Unearned revenue                (138,000)   (254,000)
                                                     ----------  ----------

NET CASH PROVIDED (USED) BY
  OPERATING ACTIVITIES                               (117,658)     61,801

CASH FLOWS FROM INVESTING ACTIVITIES                       -           -

CASH FLOWS FROM FINANCING ACTIVITIES
     Sale of common stock                             250,000           -
     Increase in Line of credit                       250,000     535,000
     Payments on Line of credit                      (100,000)   (825,000)
     Increase in Long - term debt                           -     344,368
     Payments on Long - term debt                     (78,981)   (104,184)
                                                     ----------  ----------

       NET CASH USED BY
          FINANCING ACTIVITIES                        321,019     (49,816)
                                                     ----------  ----------

NET INCREASE (DECREASE) IN CASH                       203,361      11,985
CASH AT BEGINNING OF YEAR                             103,139      91,154
                                                     ----------  ----------
CASH AT END OF YEAR                                 $ 306,500   $ 103,139
                                                     ==========  ==========
</TABLE>


See accompanying notes to financial statements.

                                      F-5
<PAGE>


                     THE EXPERIENTIAL AGENCY AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

HISTORY
-------

The Company was incorporated on August 29, 1991 as Goldstin/Mercola Productions,
Inc.  in  Illinois.  On January 4, 1993 the name was changed to G/M Productions,
Inc.  On  December  4,  2003 the Company entered into an exchange agreement with
Synreal  Services  Corp  a  publicly  traded  Nevada  corporation.  The exchange
agreement  resulted  in  the  exchange  of  1,769,231  newly is issued shares of
Synreal common stock for all the outstanding shares of G/M Productions, Inc.  In
addition  the  shareholder  of  G/M  Productions  entered  into a stock purchase
agreement  with  the  former  officers  and  directors  of  Synreal  whereby the
shareholder  acquired  1,000,000  shares of Synreal common stock.  Synreal was a
shell  at  the time of the acquisition and therefore the acquisition was treated
as  a  reverse  merger  whereby the acquired company is treated as the acquiring
company  for  accounting  purposes.  On  December  9, 2003, the stockholders and
directors  of  the Company passed two resolutions changing the Company's name to
The  Experiential  Agency  and  authorizing  a  13:1  forward  stock  split.

The  consolidated  financial statements include the accounts of The Experiential
Agency,  Nevada  and  G/M  Productions,  Inc.,  Illinois.  All  significant
inter-company  accounts  and transactions have been eliminated in consolidation.

The  Company is a comprehensive event marketing, design and production firm with
full  service  offices  in  Chicago,  New  York  and  Los  Angles.

CASH  AND  CASH  EQUIVALENTS
----------------------------

For  purposes  of  the  statement  of  cash  flows,  the  Company  considers all
short-term  debt  securities  to  be  cash  equivalents.

Cash  paid  during  the  years  for:
                              2003               2002
     Interest               $41,467            $33,726
     Income  taxes          $   -0-           $    -0-

                                      F-6
<PAGE>

                     THE EXPERIENTIAL AGENCY AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  -  CONTINUED
------------------------------------------------------------------------

PROPERTY  AND  EQUIPMENT
------------------------

Property  and  equipment are carried at cost.  Maintenance, repairs and renewals
are  expenses  as  incurred.  Depreciation of property and equipment is provided
for  on  200%  declining  balance  basis  over  their  estimated useful lives as
follows:

     Equipment                         5  years
     Furniture  and  fixtures          5  years

INCOME  TAXES
-------------

Before  December 4, 2003 the date of the share exchange with Synreal the Company
had  elected  to  be taxed under the provisions of Sub-chapter S of the Internal
Revenue Code.  Under these provisions, the Company does not pay federal or state
corporation  taxes  on its taxable income.  Instead, the shareholders are liable
for  individual  federal and state income taxes on the Company's taxable income.
There are no differences in accounting for tax and book.  After December 4, 2003
the  Company  is taxed as a Sub-chapter C corporation under the Internal Revenue
Code.  The  stub period from December 4, 2003 through December 31, 2003 posted a
small  loss  and  therefore  there  is  no  tax  provision at December 31, 2003.

USE  OF  ESTIMATES
------------------

The  preparation  of  consolidated  financial  statements  in  conformity  with
generally  accepted  accounting principles requires management to make estimates
and  assumptions  that  affect  certain  reported  amounts  and  disclosures.
Accordingly,  actual  results  could  differ  from  those  estimates.

NOTE  2  -  NOTES  PAYABLE
--------------------------

On  December  1,  2003  the  Company renewed its Line of Credit agreement with a
bank.  The  note is for $200,000, is due on demand, and if no demand is made the
outstanding balance is due April 4, 2004. Interest varies at 0.5% over the Prime
Rate  as published in the Wall Street Journal. The rate at December 31, 2003 was
4.5%  and  the  balance  outstanding  was  $200,000.  The loan is secured by the
Company's principal executive as well as the Company's receivables. In addition,
the  bank  has  the  right  of  offset in all of the Company's accounts with the
lender.

                                      F-7
<PAGE>

                     THE EXPERIENTIAL AGENCY AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003

NOTE  2  -  NOTES  PAYABLE  -  CONTINUED
----------------------------------------

On  May 1, 2002, the Company entered into a loan agreement with a local bank for
$417,000.  The  initial  interest rate on the loan was 5.25% that varies at 0.5%
over the Wall Street Journal Prime Rate. The rate at December 31, 2003 was 4.5%.
The loan calls for 60 monthly payments of $7,933 including interest. The loan is
secured  by  the  Company's  principal  executive  as  well  as  the  Company's
receivables.  In  addition,  the  bank  has  the  right  of offset in all of the
Company's  accounts  with  the  lender. The balance due at December 31, 2003 was
$294,536.

Total  Long-Term  debt  at  December  31  is  as  follows:

                                  2003               2002
     Long-term  debt            $294,536           $373,517
     Less  Current  portion      (83,652)           (78,981)
                                 -------            -------
     Long-term  debt            $210,884           $294,536
                                 ========           =======

Maturities  on  long-term  debt  at  December  31,  2003  are  as  follows:

          Year  ending  December  31,

                             2004                $83,652
                             2005                 87,495
                             2006                 91,514
                             2007                 31,875
                             2008                    -0-

NOTE  3  -  EQUITY
------------------

COMMON  STOCK
-------------

The  Company  had  100,000,000 and 1,000 common shares authorized and 52,600,003
and  1,000  shares  issued  and  outstanding  at  December  31,  2003  and  2002
respectively.  The December 31, 2003 shares outstanding reflects a forward stock
split  of  13:1 authorized by the stockholders and directors in their meeting on
December 9, 2003.  Par value per share was $.001 per share at December 31, 2003.
The  shares  outstanding  at  December  31,  2002  were  no  par  value.

The  earnings  per  share  computations  for both years reflect the 13:1 forward
stock  split.

                                      F-8
<PAGE>

                     THE EXPERIENTIAL AGENCY AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003

NOTE  3  -  EQUITY  -  CONTINUED
--------------------------------

STOCK  SUBSCRIPTION  RECEIVABLE
-------------------------------

The exchange agreement with Synreal called for two subscription agreements to be
executed  by  two entities for the purchase of 1,000,000 shares of the Company's
common  stock  for $500,000.  $250,000 was paid with the subscription agreements
and the balance due in 35 days.  The shares subscribed to are to be post-forward
split  shares.  At  December  31,  2003  $250,000  was  outstanding  under  this
subscription  agreement.

NOTE  4  -  RELATED  PARTIES
----------------------------

The Company has from time to time made advances to its principal stockholder and
Chief Executive Officer.  The advances are unsecured, and bear no interest.  The
total  outstanding  under  this informal arrangement was $319,129 and 292,728 at
December  31,  2003  and  2002  respectively.

NOTE  5  -  COMMITMENTS
-----------------------

On  February  1,  2001 the Company entered into a seven-year lease agreement for
office  space  in Chicago.  The lease terminates March 31, 2008.  Lease payments
are  on  a  sliding  scale  as  follows:

          Period                  Monthly  Rent
          Year  1                    $11,032
          Year  2                    $11,319
          Year  3                    $11,614
          Year  4                    $11,918
          Years  5  &  6             $12,231
          Year  7                    $12,886

The lease is secured by an irrevocable line of credit for $64,381, which expires
March  31,  2004.

On  August  20,  2003  the  Company entered into a five-year lease agreement for
shared  office  space  in  New  York.  The lease terminates August 1, 2008.  The
lease  calls  for  monthly  payments  of  $1,250  per  month.

                                      F-9
<PAGE>

                     THE EXPERIENTIAL AGENCY AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003

NOTE  5  -  COMMITMENTS  -  CONTINUED
-------------------------------------

On  March  31,  2003  the Company entered into an equipment lease with a finance
company.  The  lease  is  for  36  months  with  monthly  payments  of  $145.

On  April  1,  2003  the  Company entered into an equipment lease with a finance
company.  The  lease  is  for  60  months  with  monthly  payments  of  $1,383.

On September 18, 2003 the Company entered into an equipment lease with a finance
company.  The  lease  is  for  36  months  with  monthly  payments  of  $117.

On  October  1,  2003 the Company entered into an equipment lease with a finance
company.  The  lease  is  for  36  months  with  monthly  payments  of  $83.

On  November  20,  2001  the Company entered into a vehicle lease with a finance
company.  The  lease  is  for  39  months  with  monthly  payments  of  $1,099.

On  March  2,  2002  the  Company  entered  into  a vehicle lease with a finance
company.  The  lease  is  for  24  months  with  monthly  payments  of  $1,994.

On May 30, 2002 the Company entered into a vehicle lease with a finance company.
The  lease  is  for  36  months  with  monthly  payments  of  $2,483.

Future  minimum  payments  due  under  these  lease  agreements  are as follows:

                          2004                 $224,520
                          2005                 $195,881
                          2006                 $180,489
                          2007                 $183,608
                          2008                 $ 65,993

                                      F-10
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     Effective  December  15,  2003, the client-auditor relationship between the
Company  and  Clyde  Bailey, P.C. an independent chartered accountant ("Bailey")
ceased as the former accountant was dismissed. On that date, the Company engaged
Pollard-Kelley  Auditing Services, Inc., ("Kelley") as its principal independent
public accountant. Bailey had served as the Company's auditor since inception on
August  28,  2000.

     Kelley succeeded Bailey. Bailey audited the balance sheet of the Company as
of  December  31,  2001  and  December  31,  2002  and  the related statement of
operations,  statement  of stockholders' equity, and the statement of cash flows
from  August  28,  2000 (Inception) to December 31, 2002 and for the years ended
December  31,  2001  and  December  31,  2002.  Bailey's report on the financial
statements  of  the  Company  for  the  fiscal years ended December 31, 2001 and
December  31, 2002 and any later interim period up to and including the date the
relationship  with  Bailey  ceased  did  not  contain  any  adverse  opinion  or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope  or  accounting  principles.

     In  connection with the audit of the Company's two most recent fiscal years
ending  December  31,  2002  and any later interim period, including the interim
period  up  to and including the date the relationship with Bailey ceased, there
had been no disagreements with Bailey on any matters of accounting principles or
practices,  financial statement disclosure of auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Bailey would have caused
Bailey  to  make  reference  to  the  subject  matter  of the disagreement(s) in
connection  with  its  report  on  the Company's financial statements. Since the
Company's incorporation on August 28, 2000, there have been no reportable events
as  defined  in  Item  301(a)(1)(v)  of  Regulation  S-K.

     The  Company authorized Bailey to respond fully to any inquiries of any new
auditors  hired  by  the  Company  relating to their engagement as the Company's
independent  accountant. The Company requested that Bailey review the disclosure
and  Bailey  was  given  an  opportunity  to  furnish  the Company with a letter
addressed to the Commission containing any new information, clarification of the
Company's expression of its views, or the respect in which it did not agree with
the  statements  made by the Company in the report on Form 8-K filed on December
15,  2003.  Such  letter  was  filed  as  an  exhibit  to  such  Form  8-K.

     The  Company  had not previously consulted with Kelley regarding either (i)
the  application  of  accounting  principles  to a specified transaction, either
completed  or proposed; or (ii) the type of audit opinion that might be rendered
on  the  Company's financial statements; or (iii) any matter that was either the
subject matter of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K  and the related instructions) between the Company and Bailey, the Company's
previous independent accountant, as there were no such disagreements or an other
reportable  event  (as  defined in Item 304(a)(1)(v) of Regulation S-K) from the
Company's  incorporation  on  August  28, 2000 through December 31, 2002 and any
later  interim period, including the interim period up to and including the date
the  relationship  with  Bailey  ceased.  Neither  had  the Company received any
written or oral advice concluding there was an important factor to be considered
by  the  Company  in  reaching  a  decision  as  to  an accounting, auditing, or
financial  reporting  issue.  Kelley  reviewed  the  disclosure required by Item
304(a)  before  it was filed with the Commission and was provided an opportunity
to  furnish the Company with a letter addressed to the Commission containing any
new  information, clarification of the Company's expression of its views, or the
respects  in  which  it did not agree with the statements made by the Company in
response  to  Item  304(a).  Kelley  did not furnish a letter to the Commission.

                                      -19-
<PAGE>

ITEM 8A.  CONTROLS AND PROCEDURES

(a)  Evaluation  of  disclosure  controls  and  procedures.  The Company's chief
     executive  officer  and  principal  financial officer, after evaluating the
     effectiveness  of  the  Company's  "disclosure controls and procedures" (as
     defined  in  the  Securities  Exchange  Act  of  1934  Rules  13a-15(e) and
     15d-15(e))  as  of the end of the period covered by this annual report (the
     "Evaluation  Date"),  has  concluded  that  as  of the Evaluation Date, the
     Company's  disclosure controls and procedures were adequate and designed to
     ensure  that  material  information  relating  to  the  Company  and  its
     consolidated subsidiaries would be made known to him by others within those
     entities.

(b)  Changes  in  internal  control  over  financial  reporting.  There  were no
     significant  changes  in  the  Company's  internal  control  over financial
     reporting  during the fourth fiscal quarter that materially affected, or is
     reasonably likely to materially affect, the Company's internal control over
     financial  reporting.


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

DIRECTORS AND OFFICERS


The Directors and Officers of the Company are as follows:

                                                               Served as a
 Name                   Age      Position                     Director Since:
 ----                   ---      --------                     ---------------
Frank Goldstin          36      Chief Executive Officer       December 2003
                                and Director

                                      -20-
<PAGE>

     Frank  Goldstin founded GM Productions, Inc. He has served as the Company's
CEO  and  as  a  Director  since  December  2003  after  the Company acquired XA
Productions, Inc. For the last 14 years Frank has been working with the nation's
corporate elite. Under his direction, the Company provides a venue of discerning
events  uniquely  designed  to  sell  a  product,  market a corporate message or
motivate  clientele  through  the  highly effective medium of special events. An
expert in his craft, Goldstin has been a guest speaker at industry functions and
interviewed  by  numerous  publications  including  Chicago  Magazine,  Chicago
Tribune,  Chicago  Sun  Times,  North  Shore Magazine, Crain's Chicago Business,
Continental Airlines Magazine, Tycoon, Special Events Magazine and Corporate and
Incentive  Travel. Mr. Goldstin also serves as a leading national event advisor,
and  he  continues  to  make  numerous  guest  segment appearances on television
networks  such  as  Bloomberg Television, MSNBC, CBS, ABC and NBC speaking about
various  event  and  corporate  live marketing topics. Frank began his career as
Director  of  Sales  for  the  Weiman  Entertainment  Group.

     All Directors of the Company will hold office until the next annual meeting
of the shareholders, and until their successors have been elected and qualified.
Officers of the Company are elected by the Board of Directors and hold office at
the  pleasure  of  the  Board.

SECTION 16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section  16(a) of the securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who own more than 10% of
a  class  of  the  Company's  equity  securities  which are registered under the
Exchange Act to file with the Securities and Exchange Commission initial reports
of  ownership and reports of changes of ownership of such registered securities.
Such  executive  officers,  directors and greater than 10% beneficial owners are
required  by  Commission  regulation  to  furnish the Company with copies of all
Section  16(a)  forms  filed  by  such  reporting  persons.

     To  the Company's knowledge, based solely on a review of the copies of such
reports  furnished  to  the Company and on representations that no other reports
were  required,  no  person required to file such a report failed to file during
fiscal  2003.  Based  on  stockholder  filings  with  the SEC, Frank Goldstin is
subject  to  Section  16(a)  filing  requirements.

CODE OF ETHICS

     The  Board  of Directors adopted a Code of Ethics in February 2004, meeting
the  requirements  of Section 406 of the Sarbanes-Oxley Act of 2002. The Company
will  provide to any person without charge, upon request, a copy of such Code of
Ethics.  Persons  wishing  to make such a request should contact Frank Goldstin,
Chief  Executive Officer, 308 West Erie, Floor 2, Chicago, Illinois 60610, (312)
397-9100.

                                      -21-
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

     Compensation  paid  to  Officers  and Directors is set forth in the Summary
Compensation  Table  below. The Company may reimburse its Officers and Directors
for  any and all out-of-pocket expenses incurred relating to the business of the
Company.

<TABLE>
<CAPTION>

      SUMMARY COMPENSATION TABLE

                                                        LONG-TERM COMPENSATION
                                                   ----------------------------------
                            ANNUAL COMPENSATION          AWARDS       PAYOUTS
                          -----------------------  ------------------ -------
                                                           SECURITIES
                                                            UNDERLY-
                                           OTHER     RE-      ING               ALL
                                           ANNUAL  STRICTED OPTIONS/           OTHER
NAME AND PRINCIPAL                         COMPEN-  STOCK     SARs     LTIP    COMPEN-
     POSITION       YEAR  SALARY   BONUS   SATION  AWARD(S) (NUMBER)  PAYOUTS  SATION
------------------  ----  -------  -----   ------  -------- --------  -------  ------
<S>                                                                               <C>
Frank Goldstin,     2003  $200,000   --      --       --       --        --      --
CEO and Director    2002  $40,000    --      --       --       --        --      --
                    2001  $165,000   --      --       --       --        --      --

Brian Chelin,       2003  $0.00      --      --       --       --        --      --
Former CEO and      2002  $0.00      --      --       --       --        --      --
Director            2001  $0.00      --      --       --       --        --      --
</TABLE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

     The  following  table  sets  forth information as of January 13, 2004, with
respect to the beneficial ownership of the common stock by (i) each director and
officer  of  the  Company,  (ii) all directors and officers as a group and (iii)
each  person  known  by the Company to own beneficially 5% or more of the common
stock:

<TABLE>
<CAPTION>


 Name and Address of                    Shares Owned            % of Class
 Beneficial Owner                      Beneficially(1)             Owned
-------------------                   ---------------           ---------
<S>                                                          <C>            <C>
 Frank Goldstin                        33,120,009(2)               56.8%
 308 West Erie, Floor 2
 Chicago, Illinois 60610

 Joseph Wagner                          3,224,002                   5.5%
 308 West Erie, Floor 2
 Chicago, Illinois 60610

 All Officers and Directors            33,120,009(2)               56.8%
 as a Group (1 person)
--------------
</TABLE>

     (1)  The  number  of  shares  of common stock owned are those "beneficially
owned"  as determined under the rules of the Securities and Exchange Commission,
including  any  shares  of  common stock as to which a person has sole or shared
voting  or  investment power and any shares of common stock which the person has
the  right to acquire within 60 days through the exercise of any option, warrant
or  right.  As  of  March  1, 2004, there were 58,308,766 shares of common stock
outstanding.

     (2)  The  number  of  shares  owned  by Frank Goldstin does not include the
cancellation  of  465,625  shares  of  the  Company's  common  stock held by Mr.
Goldstin  in  consideration  for  the  repayment of a loan to the Company in the
principal  amount  of  $355,000  plus  accrued  interest  of $17,500, based on a
conversion of $0.80 per share. The Company will cancel these share subsequent to
the  filing  of  this  Form  10-KSB.

                                      -22-
<PAGE>

CHANGES IN CONTROL

     The Company does not anticipate any changes in control of the Company.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The  Company  has  from  time  to time made advances to Frank Goldstin, the
Company's  Chief  Executive  Officer.  The  advances were unsecured, and bore no
interest.  The  total outstanding under these informal arrangements was $319,129
and  292,728  at  December  31,  2003  and  2002,  respectively.

     On  March  11, 2004, the Company's Board of Directors approved a resolution
to cancel 465,625 shares of the Company's common stock held by Frank Goldstin in
consideration  for  the  repayment  of  the loan to the Company in the principal
amount  of  $355,000  plus accrued interest of $17,500, based on a conversion of
$0.80 per share. The Company will cancel these share subsequent to the filing of
this  Form  10-KSB.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS

         Exhibit No.           Description of Exhibit
         ----------            ----------------------
            2.1                Exchange Agreement                           (1)

            3.1                Articles of Incorporation                    (2)

            3.2                Articles of Amendment to Articles of
                               Incorporation                                (3)

            3.3                Bylaws                                       (3)

           16.1                Letter from Clyde Bailey, P.C.,
                               Chartered Accountants                        (4)

             31                Certificate of the Chief Executive
                               Officer and Chief Financial Officer
                               pursuant Section 302 of the Sarbanes-
                               Oxley Act of 2002                             *

             32                Certificate of the Chief Executive
                               Officer and Chief Financial Officer
                               pursuant to Section 906 of the Sarbanes-
                               Oxley Act of 2002                             *

(1)  Filed  as  Exhibits 2.1 to the Company's Form 8-K filed with the Securities
     and  Exchange  Commission  on  December 8, 2003, and incorporated herein by
     reference.

(2)  Filed  as Exhibits 3(i) and 3(ii) to the Company's Form 10-SB12G filed with
     the  Securities  and Exchange Commission on June 15, 2001, and incorporated
     herein  by  reference.

(3)  Filed  as  Exhibit  3.1 to the Company's Form 8-K filed with the Securities
     and  Exchange  Commission  on  February 2, 2004, and incorporated herein by
     reference.

(4)  Filed  as  Exhibit 15.1 to the Company's Form 8-K filed with the Securities
     and  Exchange  Commission  on December 15, 2003, and incorporated herein by
     reference.

*    Filed  herein

                                      -23-
<PAGE>

     (b)  REPORTS ON FORM 8-K

The  Company filed the following two reports on Form 8-K during the last quarter
of  the  fiscal  period  covered  by  this  report:

     (1)  Form 8-K filed on December 8, 2003, to report a change in control, the
          acquisition  of  a  significant  amount of assets, the resignation and
          appointment  of  officers  and  directors,  and  the  intent of a name
          change.

     (2)  Form  8-K filed on December 15, 2003, to dismiss the former accountant
          and  appoint  a  new  principal  independent  public  accountant.

The  Company  filed the following two reports on Form 8-K subsequent to the last
quarter  of  the  fiscal  period  covered  by  this  report:

     (3)  Form  8-K  filed  on  February  2. 2004, to report an amendment to the
          articles  of  incorporation  regarding  a name change, a forward stock
          split  and  a  new  trading  symbol  for  the  Company's common stock.

     (4)  Form  8-K/A  filed on February 5, 2004, to amend the Form 8-K filed on
          December  8,  2003,  to  report  audited  financial information of The
          Experiential Agency, Inc. The Company provided an audited consolidated
          balance sheet of The Experiential Agency, Inc. as of December 31, 2003
          and  2002, and the related consolidated income statement, consolidated
          statement  of stockholders' equity, and consolidated statement of cash
          flows for the years then ended. The Company also provided an unaudited
          pro-forma  consolidated  balance sheet as of September 30, 2003 and an
          unaudited  pro-forma consolidated income statement for the nine months
          then  ended.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

     The  aggregate  fees billed for each of the fiscal years ended December 31,
2003 and 2002 for professional services rendered by the principal accountant for
the  audit  of  the Company's annual financial statements was $8,500 and $9,500,
respectively.  The  aggregate  fees  billed  for  each of the fiscal years ended
December  31,  2003 and 2002 for professional services rendered by the principal
accountant  for  review of the financial statements included in the registrant's
Form  10-QSB  or  for  services  that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years  was  $10,500  and  $9,500,  respectively.

                                      -24-
<PAGE>

AUDIT RELATED FEES

None

TAX FEES

None

ALL OTHER FEES

     The  aggregate  fees billed for each of the fiscal years ended December 31,
2003  and  2002  for products and services provided by the principal accountant,
other  than  the  services  reported  above  was  $0  and  $0,  respectively.


                                   SIGNATURES

     In  accordance  with  Section 13 or 15(d) of the Securities Exchange Act of
1934,  the  Registrant  caused  this  report  to  be signed on its behalf by the
undersigned,  thereunto  duly  authorized.


                                            THE EXPERIENTIAL AGENCY, INC.

DATED: March 22, 2004                    By: /s/ Frank Goldstin
                                             ------------------------
                                             Frank Goldstin
                                             Chief Executive Officer


     In  accordance  with  the  Securities Exchange Act of 1934, this report has
been  signed  below  by the following persons on behalf of the Registrant and in
the  capacities  and  on  the  dates  indicated.

NAME                       TITLE                         DATE

/s/ Frank Goldstin         Chief Executive Officer       March 22, 2004
----------------------     and Director
Frank Goldstin             (Principal Executive Officer)


/s/ Frank Goldstin         Chief Financial Officer       March 22, 2004
----------------------     and Director
Frank Goldstin             (Principal Financial Officer)

                                      -25-
<PAGE>

EXHIBIT 31


                                  CERTIFICATION

I, Frank Goldstin, certify that:

     1.  I  have  reviewed this annual report on Form 10-KSB of The Experiential
Agency,  Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact necessary to make the
statements  made, in light of the circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period  covered  by this report;

     3.  Based  on  my  knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial  condition, results of operations and cash flows of the small business
issuer  as  of,  and  for,  the  periods  presented  in  this  report;

     4.  I  am  responsible for establishing and maintaining disclosure controls
and  procedures  (as  defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the  small  business  issuer  and  have:

          a)  Designed  such  disclosure controls and procedures, or caused such
     disclosure  controls and procedures to be designed under my supervision, to
     ensure  that  material  information  relating to the small business issuer,
     including  its  consolidated  subsidiaries,  is  made known to me by others
     within  those entities, particularly during the period in which this report
     is  being  prepared;

          b)  Paragraph  omitted  in accordance with SEC transition instructions
     contained  in  SEC  Release  No.  33-8238;

          c)  Evaluated  the  effectiveness  of  the  small  business  issuer's
     disclosure  controls  and  procedures  and  presented  in  this  report  my
     conclusions  about  the  effectiveness  of  the  disclosure  controls  and
     procedures,  as  of  the  end of the period covered by this report based on
     such  evaluation;  and

          d)  Disclosed in this report any change in the small business issuer's
     internal  control  over  financial reporting that occurred during the small
     business issuer's fourth fiscal quarter that has materially affected, or is
     reasonably  likely  to  materially  affect,  the  small  business  issuer's
     internal  control  over  financial  reporting;  and

     5. I have disclosed, based on my most recent evaluation of internal control
over  financial reporting, to the small business issuer's auditors and the audit
committee  of  small business issuer's board of directors (or persons performing
the  equivalent  functions):

          a)  All significant deficiencies and material weaknesses in the design
     or  operation  of  internal  control  over  financial  reporting  which are
     reasonably  likely  to adversely affect the small business issuer's ability
     to  record,  process,  summarize  and  report  financial  information;  and

          b)  Any  fraud,  whether  or not material, that involves management or
     other  employees who have a significant role in the small business issuer's
     internal  control  over  financial  reporting.

Date:  March 22, 2004


                                   By: /s/Frank Goldstin
                                   -------------------------------
                                   Frank Goldstin,
                                   Chief Executive Officer and
                                   Principal Financial Officer

<PAGE>

EXHIBIT 32


     CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
           PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


     I,  Frank Goldstin, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbanes-Oxley Act of 2002, that the Annual
Report of The Experiential Agency, Inc. on Form 10-KSB for the fiscal year ended
December 31, 2003 fully complies with the requirements of Section 13(a) or 15(d)
of  the  Securities  Exchange Act of 1934 and that information contained in such
Form 10-KSB fairly presents in all material respects the financial condition and
results  of  operations  of  The  Experiential  Agency,  Inc.


                                     By:/s/ Frank Goldstin
                                     --------------------------
                                     Name:  Frank Goldstin
                                     Title: Chief Executive Officer and
                                     Principal Financial Officer

March 22, 2004

<PAGE>