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Goldstin Frank · SC 13D/A · Xa/Inc · On 8/10/04

Filed On 8/10/04 11:07am ET · SEC File 5-79379 · Accession Number 1288845-4-83

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 8/10/04  Goldstin Frank                    SC 13D/A               1:4    Xa/Inc                            1288845

Amendment to General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           4±    23K 
                          Ownership

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer Identity and Background Interest in Securities of the Issuer Material to Be Filed As Exhibits Purpose of Transaction Security and Issuer Source of Amount of Funds or Other Compensation
1	1st Page
"	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source of Amount of Funds or Other Compensation
"	Item 4. Purpose of Transaction
"	Item 5. Interest in Securities of the Issuer
"	Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to Be Filed As Exhibits

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A
 AMENDMENT NO. 1
 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 THE EXPERIENTIAL AGENCY, INC.
(NAME OF ISSUER)

COMMON STOCK, PAR VALUE $0.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)

 87162D 10 2
(CUSIP NUMBER)

DAVID M. LOEV, ATTORNEY AT LAW
2777 ALLEN PARKWAY
SUITE 1000
HOUSTON, TEXAS 77019
(713) 524-4110
 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
 AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)

 JULY 26, 2004
(DATE  OF  EVENT  WHICH  REQUIRES  FILING  OF  THIS  STATEMENT)   

IF  THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G TO REPORT
THE  ACQUISITION  WHICH  IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS FILING THIS
SCHEDULE  BECAUSE  OF  RULE 13D-1(B)(3) OR (4), CHECK THE FOLLOWING BOX.     [ ]

THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED
TO BE FILED FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934
 ("ACT")  OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT BUT
SHALL  BE  SUBJECT  TO  ALL  OTHER  PROVISIONS  OF  THE  ACT.                   

|1|     NAMES  OF  REPORTING  PERSONS                                           
S.S.  OR  I.R.S.  IDENTIFICATION  NO.  OF  ABOVE  PERSON        

FRANK  GOLDSTIN    355-68-5352                                  
--------------------------------------------------------------------------------
|2|     CHECK  THE  APPROPRIATE  BOX  IF  A  MEMBER OF A GROUP *          (A)[ ]
                                                                          (B)[ ]
--------------------------------------------------------------------------------
|3|     SEC  USE  ONLY                                                          
--------------------------------------------------------------------------------
|4|     SOURCE  OF  FUNDS*                                                      
OO                                                              
--------------------------------------------------------------------------------
|5|     CHECK  BOX  IF  DISCLOSURE  OF  LEGAL  PROCEEDINGS  IS                  
        REQUIRED  PURSUANT  TO  ITEMS  2(D)  OR  2(E)                        [ ]
--------------------------------------------------------------------------------
|6|     CITIZENSHIP  OR  PLACE  OF  ORGANIZATION                                
UNITED  STATES                                                  
--------------------------------------------------------------------------------
|7|  SOLE  VOTING  POWER                
NUMBER  OF               10,891,045                                             
SHARES              ------------------------------------------------------------
BENEFICIALLY        |8|  SHARED  VOTING  POWER                                  
OWNED  BY  EACH          N/A                                                    
REPORTING           ------------------------------------------------------------
PERSON  WITH        |9|  SOLE  DISPOSITIVE  POWER                               
32,660,634                    
--------------------------------------------------------------------------------

|10|     SHARED  DISPOSITIVE  POWER                                             
N/A                                                           
--------------------------------------------------------------------------------
|11|     AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON    
32,660,634                                                    
--------------------------------------------------------------------------------
|12|     CHECK  BOX  IF  THE  AGGREGATE  AMOUNT  IN  ROW  (11)  EXCLUDES CERTAIN
SHARES  *          N/A                                        
--------------------------------------------------------------------------------
|13|     PERCENT  OF  CLASS  REPRESENTED  BY  AMOUNT  IN  ROW  (11)             
56.3%                                                         
--------------------------------------------------------------------------------
|14|     TYPE  OF  REPORTING  PERSON  *                                         
IN                                                            
--------------------------------------------------------------------------------

ITEM  1.  SECURITY  AND  ISSUER                                                 

THIS  SCHEDULE  13D RELATES TO THE COMMON STOCK OF THE EXPERIENTIAL AGENCY, INC.
THE  PRINCIPAL EXECUTIVE OFFICES OF THE EXPERIENTIAL AGENCY, INC. ARE LOCATED AT
875  NORTH  MICHIGAN  AVENUE,  SUITE  2626,  CHICAGO,  IL  60611.               

ITEM  2.  IDENTITY  AND  BACKGROUND                                             

(A)-(C)  THIS  STATEMENT  ON SCHEDULE 13D IS BEING FILED BY FRANK GOLDSTIN.  MR.
GOLDSTIN'S  BUSINESS  ADDRESS IS 875 NORTH MICHIGAN AVENUE, SUITE 2626, CHICAGO,
IL  60611.  MR.  GOLDSTIN  IS  THE  CHIEF  EXECUTIVE  OFFICER OF THE REGISTRANT.

(D)-(E)  DURING THE LAST FIVE YEARS, MR. GOLDSTIN: (I) HAS NOT BEEN CONVICTED IN
A CRIMINAL PROCEEDING (EXCLUDING TRAFFIC VIOLATIONS OR SIMILAR MISDEMEANORS); OR
(II)  WAS NOT A PARTY TO A CIVIL PROCEEDING OF A JUDICIAL OR ADMINISTRATIVE BODY
OF  COMPETENT  JURISDICTION AND AS A RESULT OF SUCH PROCEEDING WAS OR IS SUBJECT
TO  A  JUDGMENT,  DECREE  OR  FINAL  ORDER  ENJOINING  FUTURE  VIOLATIONS OF, OR
PROHIBITING OR MANDATING ACTIVITIES SUBJECT TO, FEDERAL OR STATE SECURITIES LAWS
OR  FINDING  ANY  VIOLATION  WITH  RESPECT  TO  SUCH  LAWS.                     

(F)  MR.  GOLDSTIN  IS  A  CITIZEN  OF  THE  UNITED  STATES.                    

ITEM  3.  SOURCE  OF  AMOUNT  OF  FUNDS  OR  OTHER  COMPENSATION                

ON JULY 26, 2004, MR. GOLDSTIN ENTERED INTO A VOTING AGREEMENT WITH JEAN WILSON,
VICE  PRESIDENT AND SECRETARY OF THE COMPANY AND JOSEPH WAGNER, PRESIDENT, CHIEF
OPERATING  OFFICER  AND TREASURER OF THE COMPANY.  THE VOTING AGREEMENT GAVE MS.
WILSON  THE  RIGHT  TO VOTE 10,884,795 SHARES OF MR. GOLDSTIN'S COMMON STOCK AND
MR.  WAGNER  THE RIGHT TO VOTE 10,884,794 SHARES OF MR. GOLDSTIN'S COMMON STOCK.
THE VOTING AGREEMENT STATES THAT MS. WILSON AND MR. WAGNER SHALL BE THE TRUE AND
LAWFUL  AGENT  AND PROXY OF MR. GOLDSTIN WITH THE FULL POWER OF SUBSTITUTION FOR
AND  IN  THE  NAME  OF  MR.  GOLDSTIN,  TO VOTE ALL THE SHARES OF STOCK OR STOCK
EQUIVALENTS OR GIVE A WRITTEN CONSENT, IN PERSON OR BY PROXY, AT ALL MEETINGS OF
THE  SHAREHOLDERS  OF  THE  COMPANY, AND IN ALL PROCEEDINGS IN WHICH THE VOTE OR
WRITTEN  CONSENT  OF  SHAREHOLDERS  MAY  BE  REQUIRED  OR  AUTHORIZED  BY  LAW. 

ITEM  4.  PURPOSE  OF  TRANSACTION                                              

PURSUANT  TO  THE  VOTING  AGREEMENT, JEAN WILSON AND JOSEPH WAGNER ACQUIRED THE
RIGHT  TO  VOTE  10,884,795 AND 10,884,794 SHARES, RESPECTIVELY OF MR. GOLSTIN'S
COMMON STOCK.  DEPENDING ON GENERAL MARKET AND ECONOMIC CONDITIONS AFFECTING THE
EXPERIENTIAL AGENCY, INC.  AND OTHER RELEVANT FACTORS, MR. GOLDSTIN MAY PURCHASE
ADDITIONAL  SECURITIES  OF  THE  EXPERIENTIAL AGENCY, INC. OR DISPOSE OF SOME OR
ALL OF SECURITIES FROM  TIME  TO  TIME  IN  OPEN  MARKET  TRANSACTIONS,  PRIVATE
TRANSACTIONS  OR  OTHERWISE.                                                    

MR.  GOLDSTIN DOES NOT HAVE ANY PLANS OR PROPOSALS WHICH RELATE TO OR RESULT IN:

(A)     THE  ACQUISITION  BY  ANY  PERSON  OF  ADDITIONAL  SECURITIES  OF  THE  
EXPERIENTIAL  AGENCY,  INC.,  OR  THE  DISPOSITION  OF  SECURITIES  OF  THE     
EXPERIENTIAL  AGENCY,  INC.;                                                    

(B)     AN  EXTRAORDINARY  TRANSACTION,  SUCH  AS  A  MERGER,  REORGANIZATION OR
LIQUIDATION,  INVOLVING  THE  EXPERIENTIAL  AGENCY,  INC.  OR  ANY  OF  ITS     
SUBSIDIARIES;                                                                   

(C)     A  SALE  OR  TRANSFER OF A MATERIAL AMOUNT OF ASSETS OF THE EXPERIENTIAL
AGENCY,  INC.,  OR  ANY  OF  ITS  SUBSIDIARIES;                                 

(D)     ANY  CHANGE  IN  THE  PRESENT  BOARD  OF  DIRECTORS OR MANAGEMENT OF THE
EXPERIENTIAL AGENCY, INC., INCLUDING ANY PLANS OR PROPOSALS TO CHANGE THE NUMBER
OF  TERM  OF  DIRECTORS  OR  TO  FILL  ANY  EXISTING  VACANCIES  ON  THE  BOARD;

(E)     ANY  MATERIAL CHANGE IN THE PRESENT CAPITALIZATION OR DIVIDEND POLICY OF
THE  EXPERIENTIAL  AGENCY,  INC.;                                               

(F)     ANY  OTHER  MATERIAL  CHANGES  IN  THE  EXPERIENTIAL  AGENCY,  INC.'S   
BUSINESS  OR  CORPORATE  STRUCTURE;                                             

(G)     CHANGES  IN  THE  EXPERIENTIAL  AGENCY,  INC.'S  CHARTER,  BYLAWS  OR   
INSTRUMENTS  CORRESPONDING  THERETO  OR  OTHER  ACTIONS  WHICH  MAY  IMPEDE  THE
ACQUISITION  OF  CONTROL  OF  THE  EXPERIENTIAL  AGENCY,  INC.  BY  ANY  PERSON;

(H)     CAUSING  A  CLASS  OF  SECURITIES OF THE EXPERIENTIAL AGENCY, INC. TO BE
DELISTED  FROM  A  NATIONAL  SECURITIES EXCHANGE OR CEASE TO BE AUTHORIZED TO BE
QUOTED IN AN INTER-DEALER  QUOTATION  SYSTEM OF A REGISTERED NATIONAL SECURITIES
ASSOCIATION;                                                                    

(I)     A  CLASS  OF EQUITY SECURITIES OF THE EXPERIENTIAL AGENCY, INC. BECOMING
ELIGIBLE  FOR  TERMINATION  OF  REGISTRATION PURSUANT TO SECTION 12(G)(4) OF THE
SECURITIES  EXCHANGE  ACT  OF  1934;  OR                                        

(J)     ANY  ACTION  SIMILAR  TO  ANY  OF  THOSE  ENUMERATED  ABOVE.            

ITEM  5.  INTEREST  IN  SECURITIES  OF  THE  ISSUER                             

(A)     FRANK  GOLDSTIN  BENEFICIALLY  OWNS  32,660,634  SHARES  OF  COMMON     
STOCK,  $0.001  PAR  VALUE,  OF  THE  EXPERIENTIAL AGENCY, INC.  THE  SHARES  OF
COMMON STOCK BENEFICIALLY  OWNED  BY MR. GOLDSTIN CONSTITUTE APPROXIMATELY 56.3%
OF  THE TOTAL NUMBER OF SHARES OF COMMON STOCK OF THE EXPERIENTIAL AGENCY, INC.,
BASED  UPON  57,999,391 SHARES  OF  COMMON  STOCK  OUTSTANDING  AS  OF  JULY 26,
2004.                                                                           

(B)     MR.  GOLDSTIN  HAS  THE  SOLE  POWER  TO  VOTE  OR TO DIRECT THE VOTE OF
10,891,045  SHARES  OF COMMON STOCK, AND THE SOLE POWER TO DISPOSE OF 32,660,634
THE  SHARES  BENEFICIALLY  OWNED  BY  MR.  GOLDSTIN.                            

(C)     MR.  GOLDSTIN  TRANSFERRED  THE  RIGHT  TO VOTE THE 21,769,589 SHARES OF
COMMON  STOCK  AS  A  RESULT OF THE TRANSACTIONS DISCUSSED  IN  ITEM  3,  ABOVE.

(D)     NO  OTHER  PERSON  HAS  THE  RIGHT TO RECEIVE OR THE POWER TO DIRECT THE
RECEIPT  OF  DIVIDENDS  FROM  OR  THE  PROCEEDS  FROM THE SALE OF THE SECURITIES
BENEFICIALLY  OWNED  BY  MR.  GOLDSTIN.                                         

(E)     NOT  APPLICABLE.                                                        

ITEM  6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES  OF  THE  ISSUER                                                     

FRANK  GOLDSTIN  HAS  A  VOTING  AGREEMENT  IN PLACE WITH JOSEPH WAGNER AND JEAN
WILSON,  WHEREBY  MS.  WILSON  HAS  THE  RIGHT  TO VOTE 10,884,795 SHARES OF MR.
GOLDSTIN'S  COMMON STOCK, AND MR. WAGNER HAS THE RIGHT TO VOTE 10,884,794 SHARES
OF  MR.  GOLDSTIN'S  COMMON  STOCK.                                             

ITEM  7.  MATERIAL  TO  BE  FILED  AS  EXHIBITS                                 

EXHIBIT  1        VOTING  RIGHTS  AGREEMENT  DATED  JULY  26,  2004,            
BETWEEN  JOSEPH  WAGNER  AND  FRANK  GOLDSTIN.                        

EXHIBIT  2        VOTING  RIGHTS  AGREEMENT  DATED  JULY  26,  2004,            
BETWEEN  JEAN  WILSON  AND  FRANK  GOLDSTIN.                          

(1)  FILED  AS  AN  EXHIBIT  TO  OUR  FORM  8-K  FILED  ON  AUGUST  2,  2004. 
 SIGNATURE

     AFTER  REASONABLE  INQUIRY  AND  TO  THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY  THAT  THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND
CORRECT.                                                                        

DATED:  AUGUST  10,  2004               BY:  /S/  FRANK  GOLDSTIN               
                              ----------------------
                       FRANK  GOLDSTIN

Dates Referenced Herein and Documents Incorporated By Reference

This SC 13D/A Filing	Date	Other Filings

	7/26/04	3
	8/2/04
Filed On / Filed As Of	8/10/04	SC 13D, SC 13D/A

Top		List All Filings

Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

Goldstin Frank · SC 13D/A · Xa/Inc · On 8/10/04

Filed On 8/10/04 11:07am ET · SEC File 5-79379 · Accession Number 1288845-4-83

Amendment to General Statement of Beneficial Ownership · Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Amendment to General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents