United States securities and exchange commission logo
April 14, 2021
Frank Magliochetti
Chief Executive Officer
ClickStream Corp
8549 Wilshire Boulevard Suite 2181
Beverly Hills, CA 90211
Re: ClickStream Corp
Amendment No. 1 to
Offering Statement on Form 1-A
Filed April 2, 2021
File No. 024-11475
Dear Mr. Magliochetti:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our March
26, 2021 letter.
Amendment No. 1 to Form 1-A filed April 2, 2021
Description of Our Business
New Business, page 18
1. We note you that
acquired Rebel Blockchain, Inc. on March 19, 2021. Please provide
your calculations
regarding how you determined the significance of this acquisition and
whether financial
statements and pro forma financial statements are required in the
offering statement.
Refer to the guidance in (b)(7)(iii) and (iv) of Part F/S of Form 1-A
and Rules 8-04 and 8-05
of Regulation S-X. Also, revise to include a discussion of this
transaction in your
subsequent events footnote disclosures, if material. Refer to ASC 855-
10-50-2.
Frank Magliochetti
ClickStream Corp
April 14, 2021
Page 2
2. To the extent the acquisition of Rebel Blockchain will be material to
your business,
please revise to include an enhanced discussion regarding your potential
involvement in
blockchain technology and the related risks, challenges and regulations
associated with
such business.
3. It appears from disclosures in the Stock Purchase agreement filed in
Exhibit 6.18 that the
company had 243,963,102 common shares and 8,000,000 preferred shares
issued and
outstanding as of the date of such agreement. Please reconcile such
amounts to the
outstanding share information included in the offering statement and
ensure that any
issuances subsequent to the date of the most recent balance sheet are
appropriately
disclosed in your subsequent events footnotes. Refer to ASC 855-10-50-2.
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,
FirstName LastNameFrank Magliochetti
Division of
Corporation Finance
Comapany NameClickStream Corp
Office of
Technology
April 14, 2021 Page 2
cc: David Ficksman
FirstName LastName