April 23, 2020
Frank Magliochetti
Chief Executive Officer
ClickStream Corporation
1801 Century Park East, Suite 1201
Los Angeles, CA 90067
Re: ClickStream Corporation
Offering Statement on Form 1-A
Filed March 30, 2020
File No. 024-11183
Dear Mr. Magliochetti:
We have reviewed your offering statement and have the following
comments. In some
of our comments, we may ask you to provide us with information so we may better
understand
your disclosure.
Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response. After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments.
Form 1-A Filed March 30, 2020
"You will suffer immediate and substantial dilution", page 10
1. Please revise to discuss the dilutive effect of the conversion of the
Series A preferred
stock, which is convertible into 100 shares of common stock.
How We Plan To Use Proceeds from the Sale of Our Shares, page 13
2. You disclose that you intend to use the net proceeds from the offering
for repayment of
notes and payment of outstanding liabilities. Please disclose the
material terms of the
notes and liabilities that you intend to repay. If the debt was incurred
within the last year,
please disclose how the funds were used. See Instruction 6 to Item 6 of
1-A.
Employees, page 15
3. We note your disclosure that Michael Handelman has been appointed your
Chief
Financial Officer on an "independent contractor basis" and Frank
Magliochetti has been
Frank Magliochetti
FirstName LastNameFrank Magliochetti
ClickStream Corporation
Comapany NameClickStream Corporation
April 23, 2020
Page 23,
April 2 2020 Page 2
FirstName LastName
appointed your Chief Executive Officer on an "independent contractor
basis." Please
clarify why you consider Messrs. Handelman and Magliochetti to
be independent contractors rather than employees. Disclose the number
of hours per week
your executive officers will devote to the company's business.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 15
4. We note that you entered into Settlement Agreements on December 24,
2019 with nine
separate creditors. Please disclose the material terms of those
Settlement Agreements.
Tell us whether you intend to file the agreements as exhibits.
5. Please disclose the minimum funding required to remain in business for
at least the
next 12 months, as well as the minimum number of months that you will
be able to
conduct your planned operations using currently available capital
resources. Describe the
company's plan of operation for the remainder of the fiscal year.
Provide details of your
specific plan of operation, including detailed milestones, the
anticipated time frame for
beginning and completing each milestone. Please explain how
Clickstream intends to
meet each of the milestones if it cannot receive funding.
Our Management, page 17
6. Please revise to ensure that you have disclosed the principal
occupations and employment
over the last five years of each of your directors and executive
officers. Include the name
and the principal business of any corporation or other organization at
which each person
worked.
Related Party Transactions, page 19
7. We note that you have related party accounts payable totaling
$1,109,303. Please tell
us the nature of the relationship(s) involved and the material terms
of the agreements. To
the extent such accounts payable represent loans and the proceeds were
used to pay for
operating activities, please revise applicable portions of your
Liquidity and Capital
Resources section.
Index to Financial Statements, page 21
8. Revise to provide the statement of changes in stockholders' equity for
each of the two
fiscal years (i.e. September 30, 2019 and 2018) preceding the date of
the most recent
balance sheet. Refer to Form 1-A Part F/S (b)(4).
General
9. You appear to be a shell company as defined in Rule 405 under the
Securities Act of 1933
because you have no or nominal operations and assets consisting solely
of cash and cash
equivalents. Please disclose on the cover page that you are a shell
company and add a risk
factor that highlights the consequences of your shell company status.
Frank Magliochetti
ClickStream Corporation
April 23, 2020
Page 3
We will consider qualifying your offering statement at your request. In
connection with
your request, please confirm in writing that at least one state has advised you
that it is prepared
to qualify or register your offering. If a participant in your offering is
required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has
no objections
to the compensation arrangements prior to qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407
or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions
regarding comments on
the financial statements and related matters. Please contact Matthew Derby,
Staff Attorney, at
(202) 551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
FirstName LastNameFrank Magliochetti
Division of
Corporation Finance
Comapany NameClickStream Corporation
Office of
Technology
April 23, 2020 Page 3
cc: David Ficksman
FirstName LastName