Clear System Recycling 10-Q 2016 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

____________________________________________________________

FORM 10-Q

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

EXCHANGE ACT OF 1934

For the quarterly period ended:  June 30, 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.  Yesþ      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).

Yesþ      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  Noþ

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

Common Stock: 189,909,400 shares outstanding as of August 22, 2016.

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.

EXPERIENCE ART AND DESIGN, INC.
CONSOLIDATED BALANCE SHEETS
				June 30, 2016		December 31, 2015
		Assets
	Current Assets
		Cash and Cash Equivalents	$	-	$	-
		Accounts Receivable, net of Allowance for Doubtful Accounts		-		-
		Inventories		-		-
		Other Current Assets		55,000		55,000
		Total Current Assets		55,000		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		$	55,000	$	55,000
		Total Liabilities and Shareholders' Equity
Liabilities
	Current Liabilities
		Short-Term Borrowings – Non Related Party	$	8,370	$	-
		Accounts Payable and Accrued Liabilities		19,046		16,044
		Due to Related Party		81		55,000
		Stock Payable		60,000		60,000
		Tax Payable		-		,
		Long-Term Debt - Current Portion		197,250		250,000
		Total Current Liabilities		284,747		381,044
	Long-Term Liabilities
		Long-Term Debt - Net of Current Portion		-		-
		Other Liabilities		-		-
		Total Long-Term Liabilities		-		-
	Total Liabilities			284,747		381,044
Commitments and Contingencies
Shareholders' Equity
		Preferred Stock, par value $0.001, 15,000,000 shares
		authorized, none issued and outstanding		-		-
		Common Stock, par value $0.001, 200,000,000 shares authorized,
		199,909,600 issued		199,909		25,409
		Additional Paid-in Capital		881,462		924,212
		Accumulated Deficit		(1,441,764)		(1,296,311)
		Accumulated Other Comprehensive Income (Loss)		20,646		20,646
	Total Shareholders' Equity			(339,474)		(326,044)
	Total Liabilities and Shareholders' Equity		$	55,000	$	55,000
		See Accompanying Notes to Consolidated Financial Statements.

EXPERIENCE ART AND DESIGN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
				Period Ended
				June 30		December 31
				2016		20125
Revenues			$	-	$	-
Operating Costs:
	Cost of Goods Sold			-		-
	General and Administrative Expenses			103,003		16,044
		Total Operating Costs		103,003		16,044
Net Operating Loss				(103,003)		(16,044)
Other Income (Expense)
	Other Income			-		-
	Interest Expense			-		-
	Loss on Settlement of Note Payable			(42,450)		-
		Total Other Income (Expense)		-		-
	Net Income (Loss) Before Income Taxes			(145,453)		(16,044)
		Provision for Income Taxes		-		-
Net Loss				(145,453)		(16,044)
Other Comprehensive Loss
	Foreign Currency Translation Adjustment
Total Comprehensive Loss			$	(145,453)	$	(16,04)
Basic and Diluted Loss Per Common Share			$	(0.00)	$	(0.00)
Basic and Diluted Weighted Average
	Number of Common Shares Outstanding			199,909,600		25,409,600
		See Accompanying Notes to Consolidated Financial Statements.

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		(21,750)		-		-
Shares issued for
services				50,000,000		50,000
Shares issued for
debt cancelation				52,000,000		52,000		(21,000)
Shares Canceled				(55,000,000)		(55,000)
Shares exchanged
for Preferred				(16,000,000)		(16,000)
Net loss	-		-	-		-		-		(145,453)		-
Balance at June 30, 2016	-	$	-	199,909,600	$	199,909	$	881,462	$	(1,441,764)	$	20,646
See Accompanying Notes to Consolidated Financial Statements.

EXPERIENCE ART AND DESIGN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
				Period Ended
				June 30		December 31
				2016			2015
Operating Activities
Net Gain (Loss)			$	(145,453)	$		(16,044)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and Amortization				-			-
Loss on Settlement of Note Payable				(42,750)			-
Changes In Operating Assets and Liabilities:
	Accounts Receivable			-			-
	Inventories			-			-
	Prepaid Expenses and Other Assets			-			-
	Accounts Payable and Accrued Liabilities			8,370			40,000
	Advance from Customers			-			-
	Tax Payable						-
	Other Liabilities						-
		Net Cash Used in Operating Activities		8,370			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			8,370			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		8,370			40,000
Net Effect of Exchange Rate Changes				-			-
	Net increase (decrease) in cash and cash equivalents			(8,370)			(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.

EXPERIENCE ART AND DESIGN, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1Description of Business

Our activity for the year ended December 31, 2015 with the Chiurazzi transaction being cancelled by the former director at the same time as he resigned and elected our current sole officer and director to his 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.

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 respectively.

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 from existing wells at a rate of $9.00 to $15.00 per barrel.  TransAmerican Oil is working on closing a deal that gives it access to 300 wells. Each well has the ability to pump 10 barrels per day after $50,000 or less is spent per well bringing it back online. The pending transaction had factored oil in at $30 per barrel allowing the company significant operating margins.

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.

TransAmerican Oil

TransAmerican Oil is a U.S. Oil & Gas Company, pursuing either currently producing turnkey oil wells, or developing fresh oil wells on currently producing leases within the Continental United States. The properties in which TransAmerican Oil is pursuing interests, are in various stages of development, and the company seeks to acquire additional properties as geologic and economic potential permits.  The company is currently engaged in an LOI to acquire and develop a 300-well lease located in the State of Kansas.  TransAmerican is focused on the exploration, development and production (E&P) of properties geographically located in the Continental United States. The company's operational focus is the acquisition of in-production, or near-production, oil and natural gas field assets.  The company seeks to have an inventory of existing wells to rework, and a number of new drilling sites to maintain growth, while increasing reserves and cash flow. TransAmerican intends to return a portion of cash flow to shareholders in the form of dividends paid on a semi-annual basis as authorized by its Board of Directors.

The company follows sound conservative fiscal principals, and is focused on building shareholder value in the Energy Production sector.

Metropolitan Dry Cleaners

Metropolitan Dry Cleaners is a roll-up of existing enterprises with a multi-year history of revenues and profits in a variety of primarily East Coast States. These enterprises have been listed for sale by their owners and often come with existing staff and inventory. The company will provide dry cleaning, laundry, and garment alterations, as offered by the existing target businesses along with regular home pick-up and delivery services.  The company will have both production facilities and retail storefronts to complement its pick-up and delivery service. The company will need delivery vans, and customer service trained drivers, which should come with the acquisition of some businesses. Metropolitan plans to also offer customers the opportunity to download an app to schedule service. These customers will recommend Metropolitan Dry Cleaners to their friends and coworkers. As more and more customers use this service, Metropolitan Dry Cleaners' image is enhanced and will gain greater market share within the existing enterprise zone.  An analysis conducted in 2011 concluded "how highly fragmented the industry is with 39,000 location generating $9.2 billion in Annual sales, while the top 4 companies only represent 2.5% of the overall sales."

The analysis showed that there is no national chain with overall market dominance, and the closest companies to forming a national chain with 2.5% market share have almost no dominance within the market place.

Metropolitan expects to be profitable immediately as it is purchasing existing cash flow and companies with an established operating history. The Company has targeted a list of almost 100 dry cleaners with combined annual cash flow of $3.4M, and revenues of $10.5M.  The Company hopes to acquire existing dry cleaners using a combination of money-down, equity, and payments over time.  In areas where there is overlap of production facilities the company can expand by relocating those facilities and operating assets, opening new storefronts, and advertising to prospective customers via direct mail and online mailers.

Note 2Basis 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.

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 machinery10 to 20 years

Furniture and fixtures10 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 June 30, 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 $197,250 dilutive securities were outstanding as of June 30, 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 July 19, 2016 Derrick Lefcoe our sole officer and director converted10,000,000shares of the Company’s Common stock into 250,000 shares of the Company’s Preferred A series. The Preferred Series A has been approved by the Board, but has not been formally created by the Company yet.

OnAugust 3, 2016Experience Art & Design, Inc. executed an Asset Purchase Agreement (APA) with a Seller on the East Coast of Florida to acquire a green dry cleaning processing plant. The operation will be re-branded under Metropolitan Dry Cleaners. The processing plant currently averages 7,000 pieces per month with an average ticket price of $5.00 per piece, and has seen consistent increases in monthly revenues since August of 2014. Current operations include both drop-off and pick-up services of both Dry Cleaning and Laundry services, catering to a higher-end income demographic.

On August 8, 2016 Lawrence Gorman, a company director, converted 25,000,000shares of the Company’s Common stock into 625,000 shares of the Company’s Preferred A series. The Preferred Series A has been approved by the Board, but has not been formally created by the Company yet.

On August 16, 2016 Experience Art & Design, Inc. executed a Stock Purchase Agreement (SPA) with a Seller to acquire a dry cleaning processing plant and two drop centers located near Fort Myers on the West Coast of Florida. The operation will be re-branded under Metropolitan Dry Cleaners. The combined entities currently generate over $400,000 and had generated over $1 million in previous years. This transaction had previously been announced in March 2016, and the executed SPA concluded the renegotiation.

On August 16, 2016 Experience Art & Design, Inc. announced it will be setting up a wholly owned subsidiary corporation under the name Metropolitan Dry Cleaners in the State of Florida, this will coincide with a name change and ticker change to become effective after Labor Day of 2016.

Lawrence Gorman has agreed to become the CEO of Metropolitan Dry Cleaners.

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.

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 3Going 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 June 30, 2016, the Company has a loss from operations of $145,453 and had an accumulated deficit of $1,441,764.  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 4Intangibles

The $55,000 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.  Purchased intangible assets with indefinite useful lives are not amortized but are tested for impairment at least annually.

Note 5Short-Term Borrowings- Related Party

The Company has received funding from our sole officer and director and a related-party, which has been used to fund the ongoing operations in the interim until permanent financing can be arranged.  As of June 30, 2016, the total amount borrowed was $8,370.00

Note 6Long-Term Debt

On December 15, 2015, the Company resolved to cancel its acquisition of Chiurazzi Srl.  In return for cancelling the acquisition, the Company canceled its assumption of the secured note payable to Chiurazzi International LLC for $2,540,000.  In exchange for this cancellation of the agreement, the Company resolved to allow CI Holdings Inc. to maintain its interest in the 9,700,000 common shares already issued to it.

Note 7Income Taxes

During the first quarter of 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.

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 second Quarter the Company had 55,000,000 shares of its restricted Common Stock returned to it.

During the second Quarter one of our Directors of the exchanged 16,000,000 shares of the Company’s Common stock for 400,000 shares of Series A Preferred stock.  The Preferred Series A has been approved by the Board, but has not been formally created by the Company yet.

During the quarter ending June 30, 2016 the Company exchanged $31,000 for 52,000,000 shares of its Common stock.

Note 9              Related Party Transactions

The Company purchased with 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.

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.  TransAmerican is working on closing a deal that gives it access to 300 wells. Each well has the ability to pump 10 barrels per day after $50,000 or less is spent per well bringing it back on line. The pending transaction had factored oil in at $30 per barrel allowing the company significant operating margins.

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 Company has deemed that with oil prices in their current range, and with the lack of progress following the amended LOI, that this transaction is no longer executable. The Company is exploring alternative strategies for this operation.

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 has made progress with its planned dry cleaning operations under the brand name Metropolitan Dry Cleaners.

Metropolitan has begun the process of finding a warehouse to act as its hub to service corporate-owned and existing drop-off locations.  Metropolitan plans to offer discounts to existing drop-off locations in exchange for a long-term service contract and a re-branding of the location under the Metropolitan name. 

The Company informed shareholders that it had executed a Stock Purchase Agreement (SPA) with the Seller to acquire the Dry Cleaning Processing Plant and two drop centers located near Fort Myers on the West Coast of Florida.The three locations have revenues of over $400,000 currently. The operation will be re-branded under Metropolitan Dry Cleaners.  

The Company has also executed an Asset Purchase Agreement (APA) with a Seller on the East Coast of Florida to acquire a green dry cleaning processing plant. The operation will be re-branded under Metropolitan Dry Cleaners. The processing plant currently averages 7,000 pieces per month with an average ticket price of $5.00 per piece, and has seen consistent increases in monthly revenues since August of 2014.

The Company is currently in ongoing discussions with additional dry cleaning companies on the U.S. East Coast seeking to be acquired using Preferred Stock as the primary acquisition mechanism, but these discussions have not yet progressed to a LOI.

We incurred operating expenses of $145,453 for the six months ended June 30, 2016.

Our net gain through June 30, 2016 was $0.

The following table provides selected financial data about our company for the six months ended June 30, 2016, and the year ended December 31, 2015, respectively

Balance Sheet Data:		06/30/16		12/31/15
Cash	$	-	$	-
Total assets	$	55,000	$	55,000
Total liabilities	$	284,747	$	381,044
Stockholders' deficit	$	1,441,764	$	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 June 30, 2016, was $0.

Cash provided by financing activities for the period through June 30, 2016, was $0.   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 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 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 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.  TransAmerican is working on closing a deal that give it access to 300 wells. Each well has the ability to pump 10 barrels per day after $50,000 or less is spent per well bringing it back on line. The pending transaction had factored oil in at $30 per barrel allowing the company significant operating margins.

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 Company has deemed that with oil prices in their current range, and with the lack of progress following the amended LOI, that this transaction is no longer executable. The Company is exploring alternative strategies for this operation.

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 through its subsidiary Metropolitan Dry Cleaners has engaged in an LOI to acquire three dry cleaning locations in Florida. The three locations have revenue of over $400,000 currently.  A Purchase Agreement was executed, but the parties subsequently began renegotiating that transaction.On August 16, 2016 the Company informed shareholders that it had executed a Stock Purchase Agreement (SPA) with the Seller to acquire the Dry Cleaning Processing Plant and two drop centers located near Fort Myers on the West Coast of Florida. The operation will be re-branded under Metropolitan Dry Cleaners.

In effort to expand the dry cleaning operation the Company executed an Asset Purchase Agreement (APA) with a Seller on the East Coast of Florida to acquire a green dry cleaning processing plant. The operation will be re-branded under Metropolitan Dry Cleaners. The processing plant currently averages 7,000 pieces per month with an average ticket price of $5.00 per piece, and has seen consistent increases in monthly revenues since August of 2014. Current operations include both drop-off and pick-up services of both Dry Cleaning and Laundry services, catering to a higher-end income demographic. The Company believes that by moving the plant out of the single location, the Company can establish multiple drop and pickup centers at a fraction of the cost of acquiring a drop center. These drop and pickup centers will be serviced by the existing processing plant. The Company also believes that by utilizing the existing plant and adding to its capacity, this will give the Company the ability to set up 15-20 drop centers over the next 24-months following the closing of the East Coast operation.The Company is currently in ongoing discussions with additional dry cleaning companies on the U.S. East Coast seeking to be acquired using Preferred Stock as the primary acquisition mechanism, but these discussions have not yet progressed to a LOI.

Metropolitan has begun the process of finding a warehouse to act as its hub to service corporate-owned and existing drop-off locations.  Metropolitan plans to offer discounts to existing drop-off locations in exchange for a long-term service contract and a re-branding of the location under the Metropolitan name.  The Company has determined that a focus on the acquisition of processing plants is a more sustainable development strategy than a focus on drop-centers. Drop centers can be established for relatively little capital and the set-up cost can be recouped by selling the drop centers on a franchise model at a later date, along with exclusive processing rights going to Company-owned processing plants.  The revised corporate strategy allows Metropolitan unlimited growth potential without the need for heavy capital outlays that would otherwise be required to purchase existing revenue.  Instead the Company can use capital to more heavily market its brand name through, wrapped vehicles, billboards, buses, online, direct marketing-to-consumer and drop centers, and loyalty programs.

The Company announced it will be setting up a wholly owned subsidiary corporation under the name Metropolitan Dry Cleaners in the State of Florida, this will coincide with a name change andtickerchange to become effective after Labor Day of 2016.

The Company currently has 15 million Authorized shares of Blank Check Preferred stock.  The Board of Directors feels it is necessary to create two classes of Preferred stock Series A and Series B.  Each class shall consist of 5 million shares each.  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 40 shares of Common stock, each share of Series A Preferred shall have voting rights equal to 40 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.  Series B shall be used solely for the purpose of acquiring assets, this class of Preferred stock shall not have voting rights or be convertible into Common stock.  The Series B Preferred shall have a redemption feature which will allow the Company to purchase back the shares of Preferred B at the agreed upon terms with each party.

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-Q, 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.

The following exhibits are included as part of this report:

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.

(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:  August 22, 2016	/s/ Derrick Lefcoe
	Derrick Lefcoe
	President and Chief Executive Officer and Principal Financial Officer