**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C.  20549**

____________________________________________________________

**FORM 10-K**

þ   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the quarterly period ended:  December 31, 2016

 

OR

 

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to

 

Commission file number: 000-1514888

 

EXPERIENCE ART AND DESIGN, INC.

(Exact Name of Registrant as Specified in Charter)

 
| Nevada                                         |   | 81-1082861                        |
|------------------------------------------------|--------|-----------------------------------|
| (State or other jurisdiction of incorporation) |   | (IRS Employer Identification No.) |

 

 
| 7260 W. Azure Drive, Suite 140-952, Las Vegas, NV |   | 89130      |
|---------------------------------------------------|--------|------------|
| (Address of principal executive offices)          |   | (Zip Code) |

 

702-347-8521

Registrant’s telephone number, including area code:

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 þ      No o 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ      No  ̈ 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
| Large accelerated filer  o  |   | Accelerated filer  o           |
|--------------------------------------------|--------|-----------------------------------------------|
| Non-accelerated filer  o    |   | Smaller reporting company  þ   |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No þ  

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

 

Common Stock: 239,909,600 shares outstanding as of May 5, 2017.

 

----

 

 

 

**TABLE OF CONTENTS**

 

PART I – FINANCIAL INFORMATION

 
|   | Item 1. Unaudited Financial Statements                                                        | 3      |
|--------|-----------------------------------------------------------------------------------------------|--------|
|   |                                                                                          |   |
|   | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 11     |
|   |                                                                                          |   |
|   | Item 3. Quantitative and Qualitative Analysis About Market Risk                               | 13     |
|   |                                                                                          |   |
|   | Item 4. Controls and Procedures                                                               | 13     |

 

PART II – OTHER INFORMATION

 
|   | Item 1. Legal Proceedings                                           | 13     |
|--------|---------------------------------------------------------------------|--------|
|   |                                                                |   |
|   | Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 13     |
|   |                                                                |   |
|   | Item 3. Defaults Upon Senior Securities                             | 13     |
|   |                                                                |   |
|   | Item 4. Mine Safety Disclosures                                     | 13     |
|   |                                                                |   |
|   | Item 5. Other Information                                           | 14     |
|   |                                                                |   |
|   | Item 6. Exhibits                                                    | 14     |

 

 

 

 

 

 

 

 

 

 

 

----

 

 

**PART I - FINANCIAL INFORMATION**

 

**Item 1.** **FINANCIAL STATEMENTS (UNAUDITED)** 

 

The accompanying unaudited consolidated financial statements of Experience Art and Design, Inc. (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission” or “SEC”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary in order to make the consolidated financial statements not misleading and for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements.

 

 

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| EXPERIENCE ART AND DESIGN, INC.                             |
|-------------------------------------------------------------|
| CONSOLIDATED BALANCE SHEETS                                 |
|                                                        |   |   |   |   |   |   |
|                                                        |   |   |   | December 31, 2016 |   | December 31, 2015 |
|                                                        |   | Assets |   |   |   |   |
|                                                        |   |   |   |   |   |   |
|                                                        | *Current Assets* |   |   |   |   |
|                                                        |   | Cash and Cash Equivalents | $ | - | $ | - |
|                                                        |   | Accounts Receivable, net of Allowance for Doubtful Accounts |   | - |   | - |
|                                                        |   | Inventories |   | - |   | - |
|                                                        |   | Other Current Assets |   | 77,050 |   | 55,000 |
|                                                        |   | Total Current Assets |   | 77,050 |   | 55,000 |
|                                                        |   |   |   |   |   |   |
|                                                        | *Long-Term Assets* |   |   |   |   |
|                                                        |   | Property, Plant and Equipment, net of Accumulated Depreciation |   | - |   | - |
|                                                        |   | Intangibles, net of Accumulated Amortization |   | - |   | - |
|                                                        |   | Other Non-Current Assets |   | - |   | - |
|                                                        |   | Total Long-Term Assets |   | - |   | - |
|                                                        | Total Assets | $ | 77,050 | $ | 55,000 |
|                                                        |   |   |   |   |   |   |
|                                                        |   | Total Liabilities and Shareholders' Equity |   |   |   |   |
|                                                        |   |   |   |   |   |   |
|      Liabilities                   |   |   |   |   |
|                                                        | *Current Liabilities* |   |   |   |   |
|                                                        |   | Short-Term Borrowings – Non Related Party | $ | 14,223 | $ | - |
|                                                        |   | Accounts Payable and Accrued Liabilities |   | 19,666 |   | 16,044 |
|                                                        |   | Due to Related Party |   | 1,081 |   | 55,000 |
|                                                        |   | Stock Payable |   | 60,000 |   | 60,000 |
|                                                        |   | Accrued Salary |   | 130,600 |   | , |
|                                                        |   | Long-Term Debt - Current Portion |   | 113,250 |   | 250,000 |
|                                                        |   | Total Current Liabilities |   | 338,820 |   | 381,044 |
|                                                        |   |   |   |   |   |   |
|                                                        | *Long-Term Liabilities* |   |   |   |   |
|                                                        |   | Long-Term Debt - Net of Current Portion |   | - |   | - |
|                                                        |   | Other Liabilities |   | - |   | - |
|                                                        |   | Total Long-Term Liabilities |   | - |   | - |
|                                                        | Total Liabilities |   | 338,820 |   | 381,044 |
|                                                        |   |   |   |   |   |   |
|      Commitments and Contingencies |   |   |   |   |
|                                                        |   |   |   |   |   |   |
|      Shareholders' Equity          |   |   |   |   |
|                                                        |   | Preferred Stock, par value $0.001, 15,000,000 shares |   |   |   |   |
|                                                        |   | authorized, 4,050,000 issued and outstanding

  |   | 5,000 |   | - |
|                                                        |   | Common Stock, par value $0.001, 200,000,000 shares authorized, |   |   |   |   |
|                                                        |   | 194,909,600 issued |   | 194,909 |   | 25,409 |
|                                                        |   | Additional Paid-in Capital |   | 924,212 |   | 924,212 |
|                                                        |   | Accumulated Deficit |   | (1,406,537) |   | (1,296,311) |
|                                                        |   | Accumulated Other Comprehensive Income (Loss) |   | 20,646 |   | 20,646 |
|                                                        | Total Shareholders' Equity |   | (261,770) |   | (326,044) |
|                                                        | Total Liabilities and Shareholders' Equity | $ | 77,050 | $ | 55,000 |
|                                                        |   |   |   |   |   |   |
|                                                        |   |   |   |   |   |   |
|                                                        |   | *See Accompanying Notes to Consolidated Financial Statements.* |

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| EXPERIENCE ART AND DESIGN, INC.                              |
|--------------------------------------------------------------|
| CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS |
| (Unaudited)                                                  |
|                                                         |   |   |   |   |   |   |   |
|                                                         |   |   |   | Period Ended |   |
|                                                         |   |   |   | December 31 |   | December 31 |   |
|                                                         |   |   |   | 2016 |   | 2015 |   |
|                                                         |   |   |   |   |   |   |   |
| Revenues                                                     | $ | - | $ | - |   |
|                                                         |   |   |   |   |   |   |   |
| Operating Costs:                                             |   |   |   |   |   |
|                                                         | Cost of Goods Sold |   | - |   | - |   |
|                                                         | General and Administrative Expenses |   | 110,226 |   | 16,044 |   |
|                                                         |   | Total Operating Costs |   | 110,226 |   | 16,044 |   |
|                                                         |   |   |   |   |   |   |   |
| Net Operating Loss                                           |   | (110,226) |   | (16,044) |   |
|                                                         |   |   |   |   |   |   |   |
| Other Income (Expense)                                       |   |   |   |   |   |
|                                                         | Other Income |   | - |   | - |   |
|                                                         | Interest Expense |   | - |   | - |   |
|                                                         | Loss on Settlement of Note Payable |   | - |   | - |   |
|                                                         |   | Total Other Income (Expense) |   | - |   | - |   |
|                                                         |   |   |   |   |   |   |   |
|                                                         | Net Income (Loss) Before Income Taxes |   | (110,226) |   | (16,044) |   |
|                                                         |   | Provision for Income Taxes |   | - |   | - |   |
| Net Loss                                                     |   | (110,226) |   | (16,044) |   |
|                                                         |   |   |   |   |   |   |   |
| Other Comprehensive Loss                                     |   |   |   |   |   |
|                                                         | Foreign Currency Translation Adjustment |   |   |   |   |   |
| Total Comprehensive Loss                                     | $ | (110,226) | $ | (16,04) |   |
|                                                         |   |   |   |   |   |   |   |
|                                                         |   |   |   |   |   |   |   |
|                                                         |   |   |   |   |   |   |   |
| Basic and Diluted Loss Per Common Share                      | $ | (0.00) | $ | (0.00) |   |
|                                                         |   |   |   |   |   |   |   |
| Basic and Diluted Weighted Average                           |   |   |   |   |   |
|                                                         | Number of Common Shares Outstanding |   | 194,909,600 |   | 25,409,600 |   |
|                                                         |   |   |   |   |   |   |   |
|                                                         |   |   |   |   |   |   |   |
|                                                         |   | *See Accompanying Notes to Consolidated Financial Statements.* |

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| **EXPERIENCE ART AND DESIGN, INC.**                          |
|--------------------------------------------------------------|
| **CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)** |
| (Unaudited)                                                  |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   | **Accumulated** |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   | **Other** |
|                                                         |   |   | **Preferred Stock** |   | **Common Stock** |   | **Additional** |   | **Accumulated** |   | **Comprehensive** |
|                                                         |   |   | **Shares** |   | **Amount** |   | **Shares** |   | **Amount** |   | **Paid-in Capital** |   | **Deficit** |   | **Income (Loss)** |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance at December 31, 2014                                 | - | $ | - |   | 25,409,600 | $ | 25,409 | $ | 924,212 | $ | (1,280,267) | $ | 20,646 |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                     | - |   | - |   | - |   | - |   | - |   | (16,044) |   | - |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance at December 31, 2015                                 | - |   | - |   | 25,409,600 |   | 25,409 |   | 924,212 |   | (1,296,311) |   | 20,646 |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for services                                   | - |   | - |   | 45,000,000 |   | 45,000 |   | - |   | - |   | - |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for assets                                     | - |   | - |   | 55,000,000 |   | 55,000 |   | - |   | - |   | - |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for debt cancelation                           | - |   | - |   | 43,500,000 |   | 43,500 |   |   |   | - |   | - |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |
| services                                                     |   |   |   |   | 50,000,000 |   | 50,000 |   |   |   |   |   |   |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares issued for                                            |   |   |   |   |   |   |   |   |   |   |   |   |   |
| debt cancelation                                             |   |   |   |   | 131,000,000 |   | 131,000 |   |   |   |   |   |   |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares Canceled                                              |   |   |   |   | (55,000,000) |   | (55,000) |   |   |   |   |   |   |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Shares exchanged                                             |   |   |   |   |   |   |   |   |   |   |   |   |   |
| for Preferred                                                | 5,000,000 |   | 5,000 |   | (100,000,000) |   | (100,000) |   |   |   |   |   |   |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss                                                     |   |   |   |   | - |   | - |   | - |   | (110,226) |   | - |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Balance at December 31, 2016                                 | 5,000,000 | $ | 5,000 |   | 194,909,600 | $ | 194,909 | $ | 924,212 | $ | (1,406,537) | $ | 20,646 |
|                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| See Accompanying Notes to Consolidated Financial Statements. |

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| EXPERIENCE ART AND DESIGN, INC.                                            |
|----------------------------------------------------------------------------|
| CONSOLIDATED STATEMENTS OF CASH FLOWS                                      |
|                                                                       |
|                                                                       |   |   |   | Period Ended |
| December 31                                                                | December 31 |
|                                                                       |   |   |   | 2016 |   | 2015 |
|                                                                       |   |   |   |   |   |   |
| *Operating Activities*                                                     |   |   |   |   |
| Net Gain (Loss)                                                            | $ | (110,226) | $ | (16,044) |
| *Adjustments to reconcile net loss to net cash from operating activities:* |   |   |   |   |
| Depreciation and Amortization                                              |   | - |   | - |
| Loss on Settlement of Note Payable                                         |   | - |   | - |
| *Changes In Operating Assets and Liabilities:*                             |   |   |   |   |
|                                                                       | Accounts Receivable |   | - |   | - |
|                                                                       | Inventories |   | - |   | - |
|                                                                       | Prepaid Expenses and Other Assets |   | - |   | - |
|                                                                       | Accounts Payable and Accrued Liabilities |   | 19,666 |   | 40,000 |
|                                                                       | Advance from Customers |   | - |   | - |
|                                                                       | Tax Payable |   |   |   | - |
|                                                                       | Other Liabilities |   |   |   | - |
|                                                                       |   | Net Cash Used in Operating Activities |   | 15,304 |   | 40,000 |
|                                                                       |   |   |   |   |   |   |
| *Investing Activities*                                                     |   | - |   |   |
|                                                                       | Capital Expenditures for Property, Plant, and Equipment |   | - |   | - |
|                                                                       |   | Net Cash Used in Investing Activities |   | - |   | - |
|                                                                       |   |   |   |   |   |   |
| *Financing Activities*                                                     |   |   |   |   |
|                                                                       | Proceeds from Issuance of Common Shares |   | - |   | - |
|                                                                       | Proceeds from Short-Term Borrowings |   | 15,304 |   | 40,000 |
|                                                                       | Proceeds from Borrowings on Debt-Related Parties |   |   |   | - |
|                                                                       | Payments on Short-Term Borrowings-Related Parties |   |   |   | - |
|                                                                       | Principal Payments on Long-Term Debt |   | - |   | - |
|                                                                       |   | Net Cash Provided by Financing Activities |   | 15,304 |   | 40,000 |
|                                                                       |   |   |   |   |   |   |
| *Net Effect of Exchange Rate Changes*                                      |   | - |   | - |
|                                                                       |   |   |   |   |   |   |
|                                                                       | Net increase (decrease) in cash and cash equivalents |   | (15,304) |   | (40,000) |
|                                                                       | Cash at the beginning of the period |   | - |   | - |
|                                                                       | Cash at the end of the period | $ | - | $ | - |
|                                                                       |   |   |   |   |   |   |
| Supplemental cash flow data                                                |   |   |   |   |
|                                                                       | Cash paid during the period for: |   |   |   |   |
|                                                                       |   | Interest | $ | - | $ | - |
|                                                                       |   |   |   |   |   |   |
|                                                                       |   | Income Taxes | $ | - | $ | - |
|                                                                       | Noncash investing and financing activities: |   |   |   |   |
|                                                                       |   | Related party forgiveness of debt | $ | - | $ | - |
|                                                                       |   | Common shares issued to settle related party debt | $ | - | $ | - |
|                                                                       |   | Note issued to purchase assets from related party | $ | - | $ | - |
|                                                                       |   |   |   |   |   |   |
|                                                                       |   | *See Accompanying Notes to Consolidated Financial Statements.* |

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**EXPERIENCE ART AND DESIGN, INC.**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

**Note 1** **Description of Business** 

 

Since December 16, 2015 the Company has been focused on two primary business models: the re-work of existing oil wells and dry cleaners, through two wholly owned subsidiary companies: TransAmerican Oil and Metropolitan Dry Cleaners (Metro) respectively.  TransAmerican Oil never moved past its signed LOI, a transaction was never consummated, and the Company has shelved and plans to enter the Oil and Gas sector.

 

Metropolitan Dry Cleaners was going to be a roll-up of existing enterprises with a multi-year history of revenues and profits in a variety of primarily East Coast States. The Company would have provided dry cleaning, laundry, and garment alterations, as offered by the existing target businesses along with regular home pick-up and delivery services.  The Company was to have both production facilities and retail storefronts to complement its pick-up and delivery service.  The LOI entered into between Metro and a seven-unit operation located on the Cape in Massachusetts and announced on September 14, 2016 has not progressed.  Communication between Metro and the company ceased in early-2017 and the transaction does not appear as if it will close at this time.  

The Company has been seeking a new company to merge into Metro in order to progress the business plan and allow the previously announced spin-off to take place.  There are still on going discussions to find an audited company, or one that can be audited, in the MJ sector to merge into Metro.  Once a new deal has been consummated a spin-off will take place and shareholders will receive shares in the newly merged company.

In an 8K filed on January 11, 2017 EXAD outlined its new business model post Metropolitan Dry Cleaners.  While waiting for the necessary documents need to facilitate the spin-off of Metro I have been pressing forward with the new business direction.  Moving forward the Company is seeking to invest in short-term bridge loans and private company acquisitions that will be built for future spinoffs.  The private market continues to presents tremendous opportunities to purchase existing operations along with revenue and net earnings that can be packaged into a clean shell and spun off with dividends given to shareholders of EXAD.  EXAD will also seek to purchase a company(s) in the financial services or insurance sector.  This acquisition is required to meet listing standards and to show an existing and prior revenue history for a future up-list of EXAD off the OTCQB.  Working with a shareholder friendly base EXAD and its shareholders can achieve great things together. 

 

**Note 2** **Basis of Presentation and Summary of Significant Accounting Policies** 

 

The accompanying unaudited consolidated financial statement have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding interim financial reporting.  Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.  As such, the information included in this quarterly report on Form 10-K should be read in conjunction with recent company filings with the SEC.

 

**Management's Estimates and Assumptions**

 

The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses.  Actual results could differ from these estimates.

 

**Cash and Equivalents**

 

The Company’s cash and cash equivalents consist of cash, as well as interest and non-interest bearing balances due from banks both foreign and domestic with an original maturity of three months or less.  Amounts in depository accounts fluctuate on a daily basis due to activity and liquidity needs.  It is the Company’s policy not to deposit large sums of cash within foreign operational deposit accounts due to financial instability in the region and the Company fund operations on an as needed basis.  The Company maintains cash in bank deposit accounts domestically, which at times may exceed the federally insured limits throughout the course of operations.

 

**Accounts Receivable**

 

Accounts receivable consist primarily of trade receivables, net of a valuation allowance for doubtful accounts.

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The Company attempts to limit its exposure to losses on accounts receivable by monitoring the size and economic strength of its receivables, and whenever appropriate reflect a reserve for accounts that have been deemed potentially uncollectable.  Monitoring occurs on a regular basis and exposure is limited by the vetting process for customers.

 

**Allowance for Doubtful Accounts**

 

The Company extends credit to customers and other parties in the normal course of business. The Company regularly reviews outstanding receivables and provides for estimated losses through an allowance for doubtful accounts.  In evaluating the level of established reserves, the Company makes judgments regarding its customers' ability to make required payments, economic events and other factors.  As the financial condition of these parties change, circumstances develop or additional information becomes available, adjustments to the allowance for doubtful accounts may be required. When the Company determines that a customer may not be able to make required payments, the Company increases the allowance through a charge to income in the period in which that determination is made.

 

**Property, Plant and Equipment**

 

The Company accounts for property, plant and equipment at historical cost less accumulated depreciation. Historical cost includes all expenditures that are directly attributable to the acquisition of fixed assets. Subsequent costs are included in the asset's carrying amount and are recognized as a separate asset, as appropriate, only when there is the probability of future economic benefits. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Depreciation is calculated using the straight-line method to allocate their cost to their residual values over their estimated useful lives, as follows:

 

Plant and machinery 10 to 20 years 

Furniture and fixtures 10 to 17 years 

 

The assets' residual values and useful lives are reviewed, and adjusted as appropriate at least once a year. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount.

 

**Revenue Recognition**

 

Revenue is recognized when the earning process is completed, the risks and rewards of ownership have transferred to the customer, which is generally the same day as delivery or shipment of the product, the price to the buyer is fixed or determinable, and collection is reasonably assured. Taxes assessed by a governmental authority that are incurred as a result of a revenue transaction are not included in revenues. The Company has no significant sales returns or allowances.

 

**Income Taxes**

 

The Company is a taxable entity and recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis.  Deferred tax assets and liabilities are measured using enacted tax rates expected to be in effect when the temporary differences reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the year that includes the enactment date of the rate change.  A valuation allowance is used to reduce deferred tax assets to the amount that is more likely than not to be realized. Interest and penalties associated with income taxes are included in selling, general and administrative expense.

 

A tax benefit from an uncertain position may be recognized if it is "more likely than not" that the position is sustainable, based upon its technical merits. The tax benefit of a qualifying position is the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. As of December 31, 2016, the Company had not recorded any tax benefits from uncertain tax positions.

 

**Net Income (Loss) Per Common Share**

 

The basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares outstanding during a period. Diluted net income (loss) per common share is computed by dividing the net income (loss), adjusted on an as if converted basis, by the weighted average number of common shares outstanding plus potential dilutive securities. There were $113,250 dilutive securities were outstanding as of December 31, 2016.

----

**Stock-Based Compensation**

 

The Company sometimes grants shares of stock for goods and services and in conjunction with certain agreements. These grants are accounted for based on the grant date fair values.

 

**Subsequent Events**

 

On January 3, 2017 the Company filed an 8K stating an incoming subsidiary with a year-end mark-to-market valuation of $10 million was joining EXAD as a wholly owned subsidiary.  The 8K further discussed merger preparation and spin-off estimates for Metropolitan Dry Cleaners.

 

On January 9, 2017 the Company filed an 8K stating a change in control of the Company. Derrick Lefcoe had resigned as of January 6, 2017 and Matthew Dwyer had been appointed as a new director and CEO.  Mr. Dwyer received 2.5 million shares of Series A Convertible Preferred at the time of the filing.  

 

On January 10, 2017 the Company filed an 8K pertaining to a Shareholder Letter from the new CEO laying out a direction and vision for the Company.  The letter explained the intent to follow the path of the previous CEO in spinning off Metro and issuing a dividend to the shareholders.

 

On January 11, 2017 the Company filed two 8K’s. One outlined a mobile operation for Metro that was going to be implemented.  The second 8K discussed the incoming subsidiary and how the new business model of EXAD will work.

 

On January 12, 2017 the Company filed an 8K declaring a dividend date and ratio for the spin-off of Metro.

 

On January 24, 2017 the Company filed an 8K announcing the spin-off of Metro was being delayed to allow EXAD to enter the DTC system, and that the ratio had been increased because of the delay.

 

On January 31, 2017 the Company filed an 8K announcing a new record date for the Metro spin-off and erroneously mis-stated the spin-off ratio.  The Company through Twitter acknowledged the mistake and at the same time informed shareholders the Company would honor its mistake. 

 

On February 8, 2017 the Company filed an 8K stated a 17-day set back in the record date for the spin-off of Metro.  The 8K also alerted shareholders that the value of the incoming asset had dropped, that the valuation of the asset was subject to market fluctuations, and that the valuation was subject to a haircut from the auditors causing it to be booked at a lessor value. 

 

On February 23, 2017 the Company filed an 8K alerting shareholders that the record date has been postponed until Metro could finish its Form 10 rather than continue to move the record date to the right.  The 8K also explained the Company had paid an attorney to help get EXAD into the DTC system and since the attorney had not followed through a refund was requested so the Company could work with Island Stock Transfer to complete entry into the DTC system.  The 8K further explained that EXAD was seeking a company in the marijuana sector to merge into EXAD after the Metro spin-off. Further the 8K outlined that the Company had discussions with revenue producing entities that work with CBD.

 

On May 1, 2017 the Company filed an Amendment with the State of Nevada to increase its Authorize shares of Common stock in anticipation of a pending acquisition.

 

On May 4, 2017 the Company’s former officer wrote-off all accrued salary through the period ending January 6, 2017, the date of his resignation. This write-off is in addition to the 8K on December 12, 2016 where the former officers wrote-off all accrued salary for 2016 and gives shareholders certainty of no salary liability from the former officer.

 

On May 5, 2017 the Company filed an 8K stating the Metro transaction has been canceled and Mr. Gorman has decided to resign from the Company. Mr. Dwyer is currently the sole officer and director of the Company and controls all 5 million shares of Convertible Preferred stock.

 

**New Accounting Pronouncements**

 

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our consolidated financial position, operations or cash flows.

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**Commitments and Contingencies**

  

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. 

  

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. 

  

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.  

  

**Risk and Uncertainties**

  

The Company is subject to risks common to companies in the technology industries, including, but not limited to, litigation, development of new technological innovations and dependence on key personnel. 

 

**Note 3** **Going Concern and Liquidity Considerations** 

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. For the quarter ended December 31, 2016, the Company has a loss from operations of $110,226 and had an accumulated deficit of $1,406,537.  The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending December 31, 2016.

 

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

**Note 4** **Intangibles** 

 

The $77,050 in Intangible (“Other assets”) consist primarily of tradenames, logos, LOI, and Business Development activities, which were acquired in the fourth quarter of 2015 from a related-party, Derrick Lefcoe.  The Company acquired a shell with a market value of $20,000 during the fourth quarter.

 

**Note 5** **Short-Term Borrowings** 

 

The Company has received funding from our sole officer and director and a non-related 3rd party, which has been used to fund the ongoing operations in the interim until permanent financing can be arranged.  As of December 31, 2016, the total amount borrowed was $15,304.00

 

**Note 6** **Long-Term Debt** 

 

**None**

 

**Note 7** **Income Taxes** 

 

During the fiscal year ending 2016, The Company has been operating at a net operational loss the federal tax rates on income range 15% to 35% stagger at different income brackets.  Since the Company had a net operation loss, no tax provision for U.S. tax purposes was deemed necessary at this time.

 

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**Note 8               Equity**

 

On January 13, 2016 the Company issued our sole officer and director 45,000,000 shares of our restricted Common stock in exchange for his services until the next Annual meeting.

 

On January 13, 2016 the Company issued our sole officer and director 55,000,000 shares in exchange for certain assets acquired by the Company, which make up the new business direction of the Company.

 

During the first quarter ending March 31, 2016 the Company exchanged $21,500 for 43,500,000 shares of its Common stock. 

 

On May 30, 2016 the Company issued one of our Directors 50,000,000 shares of our restricted Common stock in exchange for his services until the next Annual meeting.

 

During the quarter ending December 31, 2016 the Company exchanged $29,000 for 29,000,000 shares of its Common stock.

 

**Note 9              Related Party Transactions**

 

The Company issued 55 million shares of its restricted Common stock from Derrick Lefcoe our sole officer and director In return for various intangible assets that consist primarily of tradenames, logos, LOI, and Business Development activities for both Metropolitan Dry Cleaners and TransAmerican Oil.

During the twelve months of 2016 the Company’s two Directors exchanged 100,000,000 shares of the Corporation restricted Common Stock for 5,000,000 shares of Series A Preferred stock.  

 

**Item 2.** **MANAGEMENT’S DISCUSSION AND ANALYSIS OF** 

**FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

*You should read the following description of our financial condition and results of operations in conjunction with the financial statements and accompanying notes included in this report.*

 

This Management Discussion and Analysis (MD&A) contains “forward-looking statements”, which represent our projections, estimates, expectations or beliefs concerning among other things, financial items that relate to management’s future plans or objectives or to our future economic and financial performance. In some cases, you can identify these statements by terminology such as “may”, “should”, “plans”, “believe”, “will”, “anticipate”, “estimate”, “expect” “project”, or “intend”, including their opposites or similar phrases or expressions. You should be aware that these statements are projections or estimates as to future events and are subject to a number of factors that may tend to influence the accuracy of the statements. These forward-looking statements should not be regarded as a representation by the Company or any other person that the events or plans of the Company will be achieved. You should not unduly rely on these forward-looking statements, which speak only as of the date of this MD&A. Except as may be required under applicable securities laws, we undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this MD&A or to reflect the occurrence of unanticipated events.

 

**Results of Operations**

 

**Overview**

 

The first quarter of 2016 began with the Chiurazzi transaction being cancelled in December 2015 by the former director at the same time as he resigned and elected our current sole officer and director to his current positions.  The Company began at that moment engaging in the oil and dry cleaning industries, two sectors that are affected very differently by adverse local or global economic conditions.

 

The re-work of oil wells is a very cost effective way to enter the oil industry without heavy upfront drilling costs. By reworking oil wells a company can look to extract oil out of the ground at a rate of $9.00 to $15.00 per barrel.  The Company through its subsidiary TransAmerican Oil had engaged in an LOI to acquire and develop a 300-well lease located in the State of Kansas. The LOI was subsequently renegotiated in January 2016, however no further progress has been made on this transaction. The intellectual property for TransAmerican Oil was disposed of to an unrelated company with no cost basis.

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The dry cleaning market is over $9 billion in annual revenue and there is not one dominant player in the market. The top 10 companies combined earn about $100 million annually in a market with over 35,000 locations spread across the country.

 

The Company had made significant progress with its planned dry cleaning operations under the brand name Metropolitan Dry Cleaners in the North Eastern United States. The decision, based on the size of the prospective operation, was to abandon the two smaller opportunities being explored in Florida, and devote all resources to this transaction.

 

EXAD established a new LLC, Metropolitan Dry Cleaners LLC. The LLC is designed to house any dry cleaning operations the company acquires or establishes. This continues to be the sole focus of Metropolitan Dry Cleaners LLC.

 

Metropolitan Dry Cleaners was approached by the prospective Seller in the North Eastern United States who was looking to effect an off-market transaction in August of 2016 to acquire a seven-unit environmentally friendly, perc free dry cleaning company that offers a multitude of additional services. Net cash flow from the operation in 2015 was over $250,000. The two companies have negotiated a transaction that would entail the Sellers remaining employed by the Company for a period of up to three years following the closing of the transaction.

A letter of Intent has been executed and the parties acknowledge a transaction of this size will take some to complete. Neither party is under any time constraint to complete the transaction, and both sides are looking to effect a smooth transfer of ownership with no disruption in daily operations.  Communication between Metro and the company have ceased and the LOI has expired, there will not be a closing.  

Lawrence Gorman has resigned from both the Company and Metro leaving Matthew Dwyer as the Sole Officer and Director of the Company.  

EXAD has been in discussions with other companies in order to financially diversify its revenue base. The Company expects to make further announcements on this matter.

 

We incurred operating expenses of $110,226 for the twelve months ended December 31, 2016.

 

Our net gain through December 31, 2016 was $0.

 

The following table provides selected financial data about our company for the twelve months ended December 31, 2016, and the year ended December 31, 2015, respectively.

 
| Balance Sheet Data:   |   | 12/31/16     |   | 12/31/15  |
|-----------------------|--------|--------------|--------|-----------|
|                  |   |         |   |      |
| Cash                  | $      |  -      | $      | -         |
| Total assets          | $      |  77,050 | $      | 55,000    |
| Total liabilities     | $      | 338,820      | $      | 381,044   |
| Stockholders' deficit | $      | 1,406,537    | $      | 1,296,311 |

 

**Limited Operating History; Need for Additional Capital**

 

There is no historical financial information about us upon which to base an evaluation of our performance.  We are a development stage corporation and have not generated any revenues from operations.  We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations.  Equity financing could result in additional dilution to existing shareholders.

 

**Liquidity and Capital Resources**

 

We have minimal assets and have not achieved operating revenues since our inception.  We have depended on sales of equity securities to conduct operations.

 

Our cash balance at December 31, 2016, was $0.

 

Cash provided by financing activities for the period through December 31, 2016, was $15,304.   We do not have sufficient funds to implement our business plan and will seek alternative sources of funds and business opportunities.

----

**Plan of Operation**

 

Since December 16, 2015 the Company had been focused on two primary business models: the re-work of existing oil wells and dry cleaners, through two wholly owned subsidiary companies: TransAmerican Oil and Metropolitan Dry Cleaners respectively.

 

The Company began at that moment engaging in the oil and dry cleaning industries, two sectors that are affected very differently by adverse local or global economic conditions.  The Company has since abandoned the desire to enter into the Oil and Gas sector and has disposed of unused assets to a third party so the company can concentrate on acquiring dry cleaners and other assets orientated operations to build shareholder value.

 

The dry cleaning market is over $9 billion in annual revenue and there is not one dominant player in the market, the top 10 companies combined earn about $100 million annually in a market with over 35,000 locations spread across the country.  

On September 14, 2016 the Company informed shareholders that it had executed a Letter of Intent (LOI) with the Seller to acquire the seller of a seven-unit environmentally friendly green dry cleaner based in the North Eastern United States, and the parties have been working collaboratively to effect the transaction. The operation has revenue of over $800,000 currently and generated over $250,000 net income in 2015.  The operation will be re-branded under Metropolitan Dry Cleaners. Communication with between Metro and the company have ceased and the LOI has expired, there will not be a closing.  

 

Lawrence Gorman has resigned from both the Company and Metro leaving Matthew Dwyer as the Sole Officer and Director of the Company.  

The Company has been pressing forward with the new business direction.  Seeking to invest in short-term bridge loans and private company acquisitions that will be built for future spinoffs.  The private market continues to presents tremendous opportunities to purchase existing operations along with revenue and net earnings that can be packaged into a clean shell and spun off with dividends given to shareholders of EXAD.  

 

The Company currently has 15 million Authorized shares of Blank Check Preferred stock.  The Board of Directors felt it was necessary to create a Preferred stock Series A consisting of 5 million shares.  The Series A shall be used for Officers and Directors only, this class of Preferred shall have both Conversion and Voting rights attached to it.  Each share of Series A Preferred shall have the Right to convert in Common stock at the rate of 1 share of Preferred converts into 100 shares of Common stock, each share of Series A Preferred shall have voting rights equal to 100 votes per share. The Series A Preferred Stock may be converted into Common Stock except to the extent that, at the time of conversion, there are a sufficient number of Authorized but unissued and unreserved shares of Common Stock available to permit conversion.  

 

The Company is an “emerging growth company” (“EGC”), that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Start-ups Act (the “JOBS Act”), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commission’s (“SEC’s”) reporting and disclosure rules.

 

**Off-Balance Sheet Arrangements**

We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities.  We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

 

**ITEM 3.** **QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK** 

 

Not applicable.

 

**ITEM 4.** **CONTROLS AND PROCEDURES** 

 

**Evaluation of Our Disclosure Controls**

 

Under the supervision and with the participation of our senior management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report (the “Evaluation Date”).  Based on this  evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure 

----

controls and procedures were not effective such that the information relating to us, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

**PART II OTHER INFORMATION**

 

**Item 1.** **LEGAL PROCEEDINGS** 

 

None

 

**Item 2.** **UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS** 

 

**Purchase Transaction.** As a result of the purchase transaction, we acquired our currently business strategies and supporting items in exchange for the issuance of 55,000,000 shares of our common stock to Derrick Lefcoe (“Seller”). The common stock issued to the Seller was not registered under the Securities Act but was issued in reliance upon the exemptions from the registration requirements of the Securities Act as set forth in Section 4(2) thereof. The Seller acquired the securities for investment purposes without a view to distribution. Furthermore, it had access to information concerning the Company and our business prospects, there was no general solicitation or advertising for the sale of the securities, and the securities are restricted pursuant to Rule 144.

 

**Item 3.** **DEFAULTS UPON SENIOR SECURITIES** 

 

None.

 

**Item 4.** **MINE SAFETY DISCLOSURES** 

 

Not Applicable.

 

**Item 5.** **OTHER INFORMATION** 

 

None

 

**Item 6.** **EXHIBITS** 

In reviewing the agreements included as exhibits to this Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements.  The agreements may contain representations and warranties by each of the parties to the applicable agreement.  These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

 
|   | • | should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 
|   | • | have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; |
|--------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 
|   | • | may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and |
|--------|---------|----------------------------------------------------------------------------------------------------------------------------------|

 
|   | • | were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

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| **Exhibit No.** |   | **SEC Report**

**Reference No.**                                                                                                                                                                                                          |   | **Description**                                                  |
|----------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------|
|                 |   |                                                                                                                                                                                                                                                 |   |                                                             |
| 3.1                  |   | 3.1                                                                                                                                                                                                                                                  |   | Articles of Incorporation of Registrant (1)                      |
|                 |   |                                                                                                                                                                                                                                                 |   |                                                             |
| 3.2                  |   | 3.2                                                                                                                                                                                                                                                  |   | By-Laws of Registrant (2)                                        |
|                 |   |                                                                                                                                                                                                                                                 |   |                                                             |
|                 |   |                                                                                                                                                                                                                                                 |   |                                                             |
| 14.1                 |   |                                                                                                                                                                                                                                                 |   | Code of Ethics (3)                                               |
|                 |   |                                                                                                                                                                                                                                                 |   |                                                             |
| 31.1 and 32.1        |   | *                                                                                                                                                                                                                                                    |   | Rule 1350 Certification of Chief Executive and Financial Officer |
|                 |   |                                                                                                                                                                                                                                                 |   |                                                             |
|                 | (1)    | Filed with the Securities and Exchange Commission on May 12, 2011 as an exhibit, numbered as indicated above, to the Registrant’s registration statement on Form S-1 (file no. 333-174155), which exhibit is incorporated herein by reference. |

The following exhibits are included as part of this report:

 

 
|   | (2) | Filed with the Securities and Exchange Commission on February 3, 2012 as an exhibit, numbered as indicated above, to the Registrant’s Form 8-K (file no. 333-174155), which exhibit is incorporated herein by reference. |
|--------|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 
|   | (3) | Filed with the Securities and Exchange Commission on March 19, 2012 as an exhibit, numbered as indicated above, to the Registrant’s Form 10-K (file no. 333-174155), which exhibit is incorporated herein by reference. |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

* Filed herewith.

 

 

**SIGNATURES**

 

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
|                         | EXPERIENCE ART AND DESIGN, INC.                                       |
|------------------------------|-----------------------------------------------------------------------|
|                         | (Registrant)                                                          |
|                         |                                                                  |
| Date:  May 5, 2017 | */s/ Matthew Dwyer*                                                   |
|                         | Matthew Dwyer                                                         |
|                         | President and Chief Executive Officer and Principal Financial Officer |