SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 SCHEDULE 13D/A
                                (Amendment No. 2)
                    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)

                                   30215K 10 3
                                 (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)

                                 AUGUST 1, 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

        Joseph  Wagner
- ---------------------------------------------------------------------------
|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                  18,588,796
SHARES            --------------------------------------------------------------
BENEFICIALLY      |8|  SHARED  VOTING  POWER
OWNED  BY  EACH             N/A
REPORTING         --------------------------------------------------------------
PERSON  WITH      |9|  SOLE  DISPOSITIVE  POWER
                            7,704,002
- --------------------------------------------------------------------------------
|10|     SHARED  DISPOSITIVE  POWER
                            N/A
- --------------------------------------------------------------------------------
|11|     AGGREGATE  AMOUNT  BENEFICIALLY  OWNED  BY  EACH  REPORTING  PERSON
                            18,588,796
- --------------------------------------------------------------------------------
|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)
                            28.6%
- --------------------------------------------------------------------------------
|14|     TYPE  OF  REPORTING  PERSON  *
               IN
- --------------------------------------------------------------------------------

ITEM  1.  Security  and  Issuer

This  amended  Statement  on  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 amended Statement on Schedule 13D is being filed by Joseph Wagner.
Mr. Wagner's business address is 875 North Michigan Avenue, Suite 2626, Chicago,
IL 60611.  Mr. Wagner is the President, Chief Operating Officer and Secretary of
The  Experiential  Agency,  Inc.

(d)-(e)  During the last five years, Mr. Wagner: (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.  Wagner  is  a  citizen  of  the  United  States.

ITEM  3.  Source  of  Amount  of  Funds  or  Other  Compensation

On  August  1,  2004,  the  Registrant  granted 4,500,000 shares of Common Stock
subject to a risk of forfeiture to Joseph Wagner as additional consideration for
entering into a consulting agreement with the Registrant.  Mr. Wagner instructed
that  the  shares  be  issued  in  his  spouse's name, Sandra M. Wagner.  If Mr.
Wagner's  consulting agreement terminates before December 31, 2004, December 31,
2005  or  December  31, 2006, he must return to the Registrant 4,500,000 shares,
3,000,000  shares  or  1,500,000  shares,  respectively,  of  Common  Stock.

ITEM  4.  Purpose  of  Transaction

Mr.  Wagner  acquired  the  securities  of  The  Experiential  Agency,  Inc. for
investment  purposes.  Depending  on  general  market  and  economic  conditions
affecting  The  Experiential Agency, Inc. and other relevant factors, Mr. Wagner
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.  Wagner  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 or 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)  Joseph  Wagner  beneficially  owns 18,588,796 shares of Common Stock of The
     Experiential  Agency,  Inc. which includes 704,002 shares owned directly by
     Mr.  Wagner, 7,000,000 shares owned by Mr. Wagner's wife, Sandra M. Wagner,
     and  voting  rights  to 10,884,794 shares of Common Stock directly owned by
     Frank Goldstin. The shares of Common Stock beneficially owned by Mr. Wagner
     constitute  approximately  28.6%  of  the  total number of shares of Common
     Stock  of  The  Experiential  Agency, Inc., based upon 64,894,391 shares of
     Common  Stock  outstanding  as  of  August  13,  2004.

(b)  Mr.  Wagner  has  the  sole  power to vote or to direct the vote of all the
     shares  beneficially  owned by Mr. Wagner, and the sole power to dispose or
     to  direct the disposition of 7,704,002 of the shares beneficially owned by
     Mr.  Wagner  which includes 704,002 shares owned directly by Mr. Wagner and
     7,000,000  shares  owned  by  Mr.  Wagner's  wife,  Sandra  M.  Wagner.

(c)  Mr.  Wagner  acquired Common Stock as a result of the transaction discussed
     in  ITEM  3,  above.

(d)  Frank  Goldstin has the right to receive or the power to direct the receipt
     of dividends from or the proceeds from the sale of the 10,884,794 shares of
     Common  Stock  which  Mr.  Wagner  has  the  right  to  vote.

(e)  Not  applicable.

ITEM  6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities  of  the  Issuer

Joseph  Wagner  has a Voting Agreement in place with Frank Goldstin, whereby 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(1)     Voting Agreement dated July 26, 2004, between Joseph Wagner and
                 Frank  Goldstin.

Exhibit  2(2)    Consulting  Agreement  with  Joseph  Wagner.

(1)  Filed  as  Exhibit  10.1  to  our  Form  8-K  filed  on  August  6,  2004.

(2)  Filed  as  Exhibit  10.6  to  our  Form  SB-2  filed  on  August  17, 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  20,  2004                    By:  /s/  Joseph  Wagner
                                                ---------------------
                                                Joseph  Wagner