EXPERIENCE ART AND DESIGN, INC. (OTCMKTS:EXAD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On January 6, 2016, there was a change in control of Experience
Art and Design, Inc., a corporation organized under the laws of
the State of Nevada (the Company).
In accordance with a mutually agreed upon transaction by and
between the Company, Derrick Lefcoe a majority shareholder
(Lefcoe), and Matthew Dwyer and individual (Dwyer) and
controlling shareholder of Baron Capital Enterprise, Inc. (BCAP),
the Company has unanimously agreed via its Board of Directors to
appoint Matthew Dwyer Director and CEO of the Company in exchange
for Dwyer agreeing to exchange certain easily auditable assets of
BCAP that had a market value in excess of $10,000,000 on December
30, 2016. Dwyer and Lawrence Gorman (Gorman) will remain the
Companys two (2) Officers and Directors until Metropolitan Dry
Cleaners, Inc. (Metro) is spun off, at which time Dwyer will be
able to add additional members to the Company.
Dwyer was issued an aggregate 2.5 million shares of Series A
Preferred Convertible Preferred stock of the Company as of
January 6, 2017. When Dwyer successfully spins off Metro he will
be entitled to receive an additional 2.5 million shares of Series
A Preferred Convertible Preferred stock of the Company from
Gorman.
Therefore, in accordance with the transaction, the Company
further accepted the resignation of Derrick Lefcoe, as Director,
Chief Executive Officer, Secretary, Treasurer/Chief Financial
Officer effective January 6, 2017. Simultaneously, the Board of
Directors appointed the consent of Dwyer as a member of the Board
of Directors and Chief Executive Officer, Secretary and
Treasurer/Chief Financial Officer of the Company.
Baron Capital Enterprise, Inc – 1/2004 to present Business
Development Manger 247 Media Responsibilities included but not
limited to:
International Sourcing Sales Support Team Development Direct
worldwide RD efforts Open Americas Market to 247 Media solutions
FundTech Solutions, LLC – 10/2008 3/2011 Managing Member
Responsibilities included but not limited to Building a client
base
Negotiating and structuring all transactions Generated over
$8,000,000 in Gross revenue
Helped fund several million dollars for Small Cap Companies, both
private and public
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Beneficial Ownership Chart
The following table sets forth certain information, as of the
date of this Current Report, with respect to the beneficial
ownership of the outstanding common stock by: (i) any holder of
more than five (5%) percent; (ii) each of the Company’s
executive officers and directors; and (iii) the Companys
directors and executive officers as a group. Except as otherwise
indicated, each of the stockholders listed below has sole voting
and investment power over the shares beneficially owned. Unless
otherwise indicated, each of the stockholders named in the table
below has sole voting and investment power with respect to such
shares of common stock. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise
indicated.
Name and Address of Officer/Director or 5% or |
Amount and Nature of Beneficial |
Percentage after conversion Class |
Matthew Dwyer, Director and CEO, Secretary, CFO 7260 W. Azure Drive, Suite 140-952, Las Vegas, NV |
2,500,000 |
25% |
Lawrence Gorman, Director and President 7260 W. Azure Drive, Suite 140-952, Las Vegas, NV |
2,500,000 |
25% |
Directors and Executive Officers as a |
5,000,000 |
50% |
(1) |
Under Rule 13d-3, a beneficial owner of a security includes |
ITEM 7.01 Regulation FD
Disclosure
2016 was an extraordinary year for EXAD. 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, I was elected the sole officer and director. The
Company began at that moment engaging in the Oil Gas and dry
cleaning industries, two sectors that are affected very
differently by adverse local or global economic conditions.
The Company later abandoned its desire to enter into the Oil Gas
sector after no further progress was made on this transaction.
Instead we opted to focus on acquiring dry cleaners and other
asset 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. Thus a public company
focused on this sector has an excellent chance of successfully
fulfilling the hyper-growth model associated with microcap
stocks.
EXAD was advised by Baron Capital (BCAP) initially, although on
May 26, 2016 the parties agreed to mutually cease all connection
due to negative stigma being attached to the Company for its
association with BCAP. Going forward BCAP had no further role in
the Company, nor did it have any more shares in the Company, nor
did it have the right to any more shares in the Company.
After the negative associations early in 2016, I asked Mr. Dwyer
for proof that he had a clean legal record: These legal proofs
included a Florida State police criminal background check, as
well as a LexisNexis search. Both results in fact show no adverse
record, despite rumors that caused the connection to be ceased
between BCAP and EXAD.
EXAD established Metropolitan Dry Cleaners LLC to house any dry
cleaning operations that were to be acquired. I am pleased to
report that a reverse merger was successfully effected between
White Financial and Metropolitan Dry Cleaners LLC to create
Metropolitan Dry Cleaners Inc. This became effective on January
4, 2017 and forms the basis for raising capital for Metropolitan
to fund its acquisitions without diluting EXAD shareholders.
As some shareholders have noted and inquired about: White
Financial was a subsidiary holding of Baron Capital until January
4, 2017. I wish to expand on how this event took place after the
two companies ceased connection.
Some months after EXAD and BCAP parted ways, EXAD had made
sufficient progress with the dry cleaning operation in the North
Eastern United States that the company needed to find a
non-dilutive, and non-toxic funding mechanism that would permit
the capital raise required to fund the prospective acquisition. I
thus approached Mr. Dwyer to ask if he could make recommendations
for companies I might approach for capital raising purposes. In
return he offered the White Financial blank check shell and his
personal market expertise at no cost to EXAD. In fact the
creation of Metropolitan Dry Cleaners Inc. has come at no
absolutely cost to EXAD as a corporation, and directly benefits
you as the shareholder, including the upcoming share distribution
once the record date is announced.
Mr. Dwyer also offered at his own volition and personal expense
to assist both myself and Larry Gorman over the recent Quarter as
the company has appreciated in market value while progressing its
agenda and reporting to the market via its corporate filings.
Mr. Dwyer approached me separately, and at a later date, to ask
if I might consider expanding EXAD’s focus through a new
subsidiary. After some discussion we agreed to move ahead
provided the assets could be PCAOB audited and had absolutely no
association with Baron’s past clients. I am pleased to announce
that we have been able to meet both requirements. A new
subsidiary with certain liquidable mark-to-market year-end asset
assets in excess of $10 million will be coming into EXAD. These
assets are already primed to grow substantially in value going
forward, are not contestable in any format, have no association
whatsoever with any past clients, and will be PCAOB audited.
The new assets allow EXAD to expand its focus of building
shareholder wealth and complete the corporate agenda of becoming
an OTCQB company. Along with the incoming assets, EXAD will also
undergo a name and ticker change, enter DTC for the first time,
and resolve the Cease Trade Order (CTO) that was imposed by the
British Columbia Securities Commission (BCSC) that has been in
effect from two prior managements ago. The combined actions
should revitalize EXAD’s market liquidity and boost its market
capitalization on a valuation basis.
Having accomplished my initial goals for EXAD, my focus is now
turned to growing my other public and private investments. It has
been a pleasure serving the investors in EXAD and I wish you all
the best in 2017.
About EXPERIENCE ART AND DESIGN, INC. (OTCMKTS:EXAD)
Experience Art and Design, Inc. is a development-stage company. The Company is focused on two primary business models: the re-work of existing oil wells and dry cleaners, through two subsidiary companies: TransAmerican Oil and Metropolitan Dry Cleaners respectively. TransAmerican Oil is an oil and gas company, pursuing either producing turnkey oil wells, or developing fresh oil wells on producing leases within the Continental United States. The properties in which TransAmerican Oil is pursuing interests, are in various stages of development. TransAmerican is focused on the exploration, development and production of properties geographically located in the Continental United States. Metropolitan Dry Cleaners provide dry cleaning, laundry, and garment alteration services, along with regular home pick-up and delivery services. Metropolitan Dry Cleaners will have both production facilities and retail storefronts to complement its pick-up and delivery service. EXPERIENCE ART AND DESIGN, INC. (OTCMKTS:EXAD) Recent Trading Information
EXPERIENCE ART AND DESIGN, INC. (OTCMKTS:EXAD) closed its last trading session up +0.00010 at 0.00490 with 5,945,465 shares trading hands.