United States securities and exchange commission logo
May 25, 2021
Frank Magliochetti
Chief Executive Officer
ClickStream Corporation
8549 Wilshire Boulevard Suite 2181
Beverly Hills, CA 90211
Re: ClickStream
Corporation
Amendment No. 2 to
Offering Statement on Form 1-A
Filed May 12, 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 April
26, 2021 letter.
Amendment No. 2 to Offering Statement on Form 1-A
Description of Our Business
New Business, page 18
1. We note that Tristan
Chaudhry and Isaac Nakash are the management team for
HeyPal which was
developed by Nebula Software Corp, a subsidiary of Clickstream. We
further note that
Messrs. Chaudhry and Nakash were executive officers of Rebel
Blockchain, which was
acquired by Clickstream in March 2021. Please revise to provide
a discussion of the
nature of the relationship between the parties prior to and after each
transaction including
the positions held, whether negotiations were held on an arm's
length basis, and
whether these transactions were related party transactions.
Frank Magliochetti
ClickStream Corporation
May 25, 2021
Page 2
Compensation of Directors and Executive Officers, page 25
2. We note that pursuant to the Reorganization and Stock Purchase Agreement
with Rebel
Blockchain, Frank Magliochetti, Michael Handelman and Michael O'Hara will
be either
officers or directors of Rebel Blockchain. We further note that Exhibit E
to
the Reorganization and Stock Purchase Agreement provides that a portion
of the $300,000
secured loan will be used for salaries to the officers and directors of
Rebel Blockchain.
To the extent that any officers or directors of Clickstream will be
compensated under this
agreement, please revise your executive compensation disclosure.
Notes to Consolidated Financial Statements
Note 11. Subsequent Events, page 60
3. You state in your response to prior comment 1 that even if you assumed
all contingent
shares are issued to Rebel Blockchain, none of the conditions specified
in Rule 8-04(b)
would exceed 20%. Please provide the calculations that support your
conclusions and
specifically address how you valued the contingent consideration. Refer
to ASC 805-30-
25-5 to 25-7.
4. We note interim consolidated balance sheet that there were 230,660,625
common shares
issued and outstanding at December 31, 2020. According to your
disclosures on page
61, you issued 3,281,070 additional shares subsequent to December 31,
2020. The sum of
these two amounts, 233,941,695, does not agree to the disclosures
elsewhere where you
state that there are 244,421,102 shares of common stock currently
outstanding. Please
explain the inconsistency and ensure that all issuances subsequent to the
date of the most
recent balance sheet are appropriately properly 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, (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
May 25, 2021 Page 2
cc: David Ficksman
FirstName LastName