United States securities and exchange commission logo
March 26, 2021
Frank Magliochetti
Chief Executive Officer
ClickStream Corp
8549 Wilshire Boulevard Suite 2181
Beverly Hills, CA 90211
Re: ClickStream Corp
Offering Statement
on Form 1-A
Filed March 4, 2021
File No. 024-11475
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 4, 2021
Description of Our Business, page 16
1. Please disclose the
material terms of the Game Show Host and Executive Producer
Agreement with Pooch
Hall, including any consideration you provided for entering into
the agreement.
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
20
2. We note your disclosure
that you intend to start a large scale ad campaign that will
"bolster HeyPal s
user population to millions of users very rapidly", and that in Q3 you
will scale up the
WinQuik team and hope to have "tens of thousands of daily users". In
light of the fact that
you have generated no revenue and have limited operations, please
disclose the basis for
your projections and all material assumptions.
Frank Magliochetti
ClickStream Corp
March 26, 2021
Page 2
Related Party Transactions, page 25
3. We note your disclosure that the company entered into several related
party transactions
with affiliates of the company. Please revise to identify the related
party for each
transaction and discuss the nature of the relationship to the issuer.
File the agreements as
exhibits or tell us why it is not required. Refer to Item 13(a) of
Part II of Form 1-A.
Index to Financial Statements
Note 13. Subsequent Events, page 46
4. You disclose that 233,692,325 shares of common stock were outstanding
as of January 31,
2021. However, as per your Consolidated Statements of Stockholders'
Equity (Deficit), it
appears that there were 230,660,625 shares outstanding as of December
31, 2020. Please
explain and revise your subsequent events footnote disclosure to
include a discussion of
any share issuances through the date the financial statements were
issued. Refer to ASC
855-10-50-2.
General
5. Please expand your cover page disclosure to briefly discuss the
relative voting rights of
the common stock and preferred stock. In addition, expand your risk
factor disclosure to
discuss the impact of the voting rights of the Series A Preferred
Stock, which is entitled to
100 votes per share and have the right to vote on all matters as a
class with the holders of
common stock which are entitled to one vote.
6. Please revise your disclosure to address the risks associated with
potential conflicts of
interest and your policies to address them. In particular, discuss how
you intend to
address the potential conflicts related to the best-efforts Regulation
A offering being
conducted by Winners, Inc., an affiliated entity. In that regard, we
note that several
officers and directors of ClickStream are also directors or
shareholders of Winners, Inc.
As part of your disclosure, be sure to discuss how affiliates will
prioritize or allocate their
time and efforts in offering the securities for each company.
7. We note that your website indicates you are developing a new product
called Nifter,
FirstName LastNameFrank Magliochetti
which appears to be a marketplace for non-fungible tokens ("NFT'') on
the Ethereum
Comapany NameClickStream
blockchain. Please tell Corp
us the status of this product and tell us why
you have not provided
this disclosure
March 26, 2021 Page 2 in your offering statement.
FirstName LastName
Frank Magliochetti
FirstName LastNameFrank Magliochetti
ClickStream Corp
Comapany
March NameClickStream Corp
26, 2021
March3 26, 2021 Page 3
Page
FirstName LastName
We will consider qualifying your offering statement at your request. 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. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 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,
Division of
Corporation Finance
Office of
Technology
cc: David Ficksman