UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
December 26, 2015
Date of Report (Date of earliest event reported)
EXPERIENCE ART AND DESIGN, INC.
(Exact name of registrant as specified in its charter)
Nevada |
| 333-174155 |
| 27-4673791 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (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
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On December 17, 2015, 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 the terms and provisions of that certain agreement dated December 17, 2015 (the "Agreement") by and between Li BoJia, the majority shareholder ("BoJia"), and Derrick Lefcoe, an individual (“Lefcoe”), Lefcoe purchased from BoJia an aggregate 55,000,000 shares of restricted common stock of the Company.
Therefore, in accordance with the transaction, the Company further accepted the resignation of its sole officer and director, Zhang Yue, as President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer effective December 16, 2015. Simultaneously, the Board of Directors appointed the consent of Lefcoe as the sole member of the Board of Directors and the President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer of the Company.
Derrick Lefcoe Biography. During the past ten years, Mr. Lefcoe has been involved in marketing communications. Since 2004 to current date, Mr. Lefcoe has been employed at IAI North America as a Marketing Communications Specialist pursuant to which his duties include, but are not limited to, the following: (i) working with various upper executive management in development and identification of business opportunities; (ii) preparing business intelligence material; (iii) maintaining corporate registration with the United States Government (SAM record); (iv) coordinating visits by foreign nationals to governmental installations and other secure commercial facilities; (v) coordinating trade shows and other similar events; and (vi) preparing public relations and other outreach material.
From approximately 2000 to 2004, Mr. Lefcoe was employed with Watergate Dental Associates. Mr. Lefcoe’s duties included, but were not limited to, the following: (i) development and marketing of corporate website; (ii) development of corporate marketing material; (iii) working with upper management to identifying expansion opportunities; (iv) inventory management; (v) interface with patients for billing and other issues; and (vi) managing front desk operations.
Mr. Lefcoe earned a Masters of Arts in International Relations at the University of Kent at Canterbury in 1997. Mr. Lefcoe also earned a Bachelor of Science in Computer Science from the London Guildhall University in 1995.
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 Company’s 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. As of the date of this Current Report, there are 80,409,600 shares of common stock issued and outstanding (which includes 55,000,000 shares issuable to BoJia effective December 16, 2015) but as of the date of this Current Report not yet issued by the transfer agent.
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Name and Address of Officer/Director or 5% or Greater Beneficial Owner | Amount and Nature of | Percentage |
Derrick Lefcoe, Sole Director and President/CEO, Secretary, CFO Address | 55,000,000* | 68.400% |
CI Holdings Inc., Shareholder 27929 SW 95th Avenue Suite 601 Wilsonville, Oregon 97070 | 9,700,000 | 12.063% |
Directors and Executive Officers as a Group(1) | 55,000,000 | 68.400% |
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BUSINESS OPERATIONS
Prior Business Operations
The Company has been a fully operational development stage company engaged in the business of creating reproductions of historic bronze sculpture molds representing ancient historic masterpieces. Up to the date of the Agreement, the Company continuously and actively promoted its sole operating business of sculpture reproductions and marketing thereof through its wholly-owned subsidiary,Chiurazzi Srl. Chiurazzi Srl owned more than 1,650 historic bronze sculpture molds representing ancient historic masterpieces.
Proposed Future Business Operations
Subsequent to the Agreement, the business operations of the Company will change. Management will disclose the nature of such business operations and associated risks in a future current report on Form 8-K.
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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01
Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro forma Financial Information.
Not applicable.
(c) Shell Company Transaction.
Not applicable.
(d) Exhibits.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EXPERIENCE ART AND DESIGN, INC.
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DATE: January 11, 2016 |
| /s/Derrick Lefcoe |
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| Derrick Lefcoe |
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| Chief Executive Officer |
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