PART II .
FIRST AMENDED PRELIMINARY OFFERING CIRCULAR
Steamline USA, Inc.
S.E.C. CIK # 0001877566 / S.E.C. File No.: 024-11628
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE
SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
INFORMATION CONTAINED IN THIS FIRST AMENDED PRELIMINARY OFFERING CIRCULAR IS
SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE
COMMISSION IS QUALIFIED. THIS FIRST AMENDED PRELIMINARY OFFERING CIRCULAR SHALL
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY
THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION
UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO
DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS
DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE
FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING
CIRCULAR WAS FILED MAY BE OBTAINED.
GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE
PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR
NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL
PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED
APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF
REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER
TO www.investor.gov.
TO THE EXTENT NOT INCONSISTENT WITH THE LEGENDS ABOVE, THIS FIRST AMENDED
PRELIMINARY OFFERING CIRCULAR IS BEING UTILIZED, AS THE SOLE DOCUMENT FOR THE
PURPOSES OF POST-FILING TESTING THE WATERS, AND SOLELY FOR THE PURPOSES ALLOWED
PURSUANT TO SAID RULES.
JOBS ACT / REGULATION A+ FIRST AMENDED PRELIMINARY OFFERING CIRCULAR. THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS
OF OR GIVE APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, OR
PASS UPON THE ACCURACY OR COMPLETENESS OF ANY PRELIMINARY OFFERING CIRCULARS OR
OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION
FROM REGISTRATION WITH THE COMMISSION AND THE COMMISSION HAS NOT MADE AN
INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT
FROM REGISTRATION. FURTHER, THE COMMISSION DOES NOT ENDORSE OFFERINGS. NOTHING
IN THE ORIGINAL PRELIMINARY OFFERING CIRCULAR, OR IN THIS FIRST AMENDED
PRELIMINARY OFFERING CIRCULAR, THEREFORE, MAY BE TAKEN AS IN ANY WAY, SHAPE, OR
FORM, AS AN S.E.C. ENDORSEMENT OF THIS OFFERING.
THE MINIMUM FOR THIS OFFERING IS $5,000.00 AND THE MAXIMUM IS $5 MILLION.
Issuers Representative: Tony Ramos / Streamline USA, Inc.
14 Wall Street, 20th floor
NY, NY, 10005
212-618-1285
tony@streamusa-investors.com
Date of Preliminary Offering Circular: August 27,2021
Date of First Amended Preliminary Offering Circular: October 25, 2021
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALES TO THE PUBLIC: upon
qualification.
DESCRIPTION OF SECURITIES: $75,000,000.00 common/voting/diluted shares / Tier 2
Regulation A
UNDERWRITERS: none.
DISTRIBUTION SPREAD TABLE
Asking price to public $2.50 per share
Underwriting discounts and commissions Sellers:none other than
the Issuer's representative
Proceeds to Issuer or to other persons per unit 100% to Issuing company
Termination date Three years after last
qualification date
Total maximum securities offered 2,000,000
Total minimum securities offered 2,000
TABLE OF CONTENTS
ITEM 1 . COVER PAGE...........................................above
ITEM 2. TABLE OF CONTENTS.....................................i-iii
ITEM 3. SUMMARY AND RISK FACTORS ..............................1-6
ITEM 4. DILUTION...............................................7-8
ITEM 5. PLAN OF DISTRIBUTION
AND SELLING SECURITY HOLDERS...................................8-10
ITEM 6. USE OF PROCEEDS TO ISSUER.............................10-12
ITEM 7. DESCRIPTION OF BUSINESS...............................13-19
ITEM 8. DESCRIPTION OF PROPERTY.................................19
ITEM 9. MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.....................................20-26
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS
AND SIGNIFICANT EMPLOYEES.....................................27-31
ITEM 11 . COMPENSATION OF DIRECTORS AND
EXECUTIVE OFFICERS............................................32-33
ITEM 12. SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN SECURITYHOLDERS.....................................34
ITEM 13. INTEREST OF MANAGEMENT
AND OTHERS IN CERTAIN TRANSACTIONS............................35-36
i
ITEM 14 . SECURITIES BEING OFFERED............................36-37
ITEM 15 . NOT INCLUDED IN THE
FORM 1-A INSTRUCTIONS............................................38
PART F/S......................................................38-39
PART III - EXHIBITS - ITEM 16 -
INDEX TO EXHIBITS................................................39
PART III - EXHIBITS - ITEM 17 -
DESCRIPTION OF EXHIBITS.......................................39-40
SUPPLEMENT A. COMPLIANCE - FOREIGN
INVESTMENT AND
NATIONAL SECURITY ACT OF 2007....................................40
SUPPLEMENT B. ANTI-MONEY LAUNDERING &
REPORTING OF SUSPICIOUS ACTIVITY.................................41
SUPPLEMENT C. REQUEST FOR
QUALIFICATION....................................................41
SIGNATURES AND ARCHIVE..........................................42
ii
ITEM 3
SIGNIFICANT RISK FACTORS AND SUMMARY
(a) Summary of project information.
This First Amended(i) Preliminary Offering Circular concerns the raising of
capital through the sale of common/voting/diluted shares, where proceeds will
be used in order to acquire licenses and rights to distribute motion pictures
and TV programming, and will then market said content to cinemas and online
media platforms.
This First Amended Preliminary Offering Circular offers the sale of up to
$75,000,000.00(ii) in JOBS Act Regulation A+ - Tier 2 common/voting/diluted
shares at the asking price of $2.50 (U.S.) per share, to be issued by
Streamline USA, Inc. The full SEC electronic file, SEC file number on EDGAR
file may be accessed by clicking on the link at the company website:
www.streamusa-investors.com . The project office for this project is located at
14 Wall Street, NY, NY, 10005. The office phone number is 212-618-1285.
This summary highlights information contained elsewhere in this First
Amended Preliminary Offering Circular. This summary is not complete, and
does not contain all of the information that the investor should consider
before investing.
The investor should carefully read the entire First Amended Preliminary
Offering Circular, especially concerning the risks associated with the
investment in the securities covered by this First Amended Preliminary Offering
Circular, and discussed throughout this document.
1
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i To the extent that anything in the original Preliminary Offering Circular is
inconsistent with the contents of this First Amended Preliminary Offering
Circular, this amended document controls. The original has been edited in order
to comply with the directives of the S.E.C. Comment Letter, dated September 30,
2021.
ii The minimum for this offering is $5,000.00 and the maximum is $5 million.
This First Amended Preliminary Offering Circular concerns only the company,
Streamline USA, Inc., a Wyoming corporation.(iii) Any purchase of shares,
pursuant to this First Amended Preliminary Offering Circular, will result in a
distribution of shares only from Streamline USA, Inc.
Some of the statements in this First Amended Preliminary Offering
Circular are forward- looking statements.
Investing in the company is not without risks, and there is no guarantee
of a return on investment. The subscription agreement gives the company the
sole discretion in applying any amounts that it receives from an investor. If
the company becomes subject to a bankruptcy or similar proceeding, a holder of
a security will have a general unsecured claim against the company that may or
may not be limited in recovery.
The statement of cash flow set forth below with respect to the period from
September 9, 2020 to October 20, 2021, based on a calendar year reporting, is
derived solely from the company's audited financial records. See, Exhibit 9 to
this First Amended Preliminary Offering Circular. This statement of cash flows
has been updated to reflect the current flow after the Comment letter of the
S.E.C. of September 30, 2021.
Statement of Cash Flows
For the Period 9/9/2020 to 10/20/2021
As of October As of August
20, 2021 13, 2021
(UNAUDITED) (AUDITED)
Cash flow From Operating Activities:
Net income (loss) $ (2,943) 1,010,867
Adjustments to reconcile net income to
net cash provided (used) by
operating activities:
Changes in:
Accounts Payable (15,000) 23,750
Receivables - (1,050,000)
Net cash provided (used) by operating ------------ ------------
activities (17,943) (15,383)
2
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iii Readers may search: www.sec.gov in order to locate the full offering
files. The CIK number is: 0001877566. The link to the EDGAR file is posted
on the project website at www.streamusa-investors.com
Cash flow From Investing Activities:
Acquisition of copyrights - (5,000)
Net cash provided (used) ------------ ------------
by investing activities - (5,000)
Cash flow from Financing Activities
Paid-in Capital - 100,000
Net cash provided (used) ------------ ------------
by financing activities - 100,000
Increase (decrease) in Cash (17,943) 79,617
Cash, beginning of year (period) 79,617 -
------------ ------------
Cash, end of year (period) $ 61,674 79,617
This forward-looking disclaimer is governed by 15 U.S.C 78u-5(c). The
statements in this First Amended Preliminary Offering Circular may contain
forward-looking statements. Such statements relate to future, not past, events.
In this context, forward-looking statements often address expected future
business and financial performance and financial conditions, and often contain
words such as "expect," "anticipate," "intend," "plan," "believe," "seek,"
"see," "will," "would," or "target." Forward-looking statements, by their
nature address matters that are, to different degrees, uncertain, including
expected cash and non-cash charges, expected income, earnings per share,
revenues, organic growth, margins, cost structure, restructuring charges, cash
flows, return on capital, capital expenditures, capital allocation or capital
structure, and dividends.
Public communications uploaded onto the company S.E.C EDGAR file, and
amendments to S.E.C filings of the company may, also, include certain
forward-looking information, and investors should familiarize themselves with
the most recent EDGAR filings.
3
(b) Significant Risk Factors.
Future uncertainties may include the inability to maintain a credit
rating, and the impact on funding costs and competitive position if the company
does not do so, the inadequacy of cash flows and earnings, and other conditions
which may affect the ability of the company to pay a dividend or to repurchase
shares, which may be affected by their cash flows and earnings, and other
factors.
Other future uncertainties may include the inability to convert pre-order
commitments into orders, the price which the company may realize on orders,
since commitments are stated at list prices, customer actions or developments
such as cancellations and other factors that may affect the level of demand and
financial performance of the customers which the company will serve, the
effectiveness of the risk management framework of the company, the impact of
regulation and regulatory, investigative and legal proceedings and legal
compliance risks, including the impact of regulation and litigation, the
capital allocation plan of the company, as such plan may change including with
respect to the timing and size of share repurchases, acquisitions, joint
ventures, dispositions and other strategic actions by the company.
Further future, uncertainties may limit the success of the company in
integrating acquired businesses and operating joint ventures, its ability to
realize anticipated earnings and savings from transactions, to acquire
businesses and joint ventures, the impact of potential information technology
or data security breaches, and other factors, which are described throughout
this First Amended Preliminary Offering Circular. These or other uncertainties
may cause actual future results of the company to be materially different than
those expressed in these forward-looking statements. The company does not
undertake to update its forward-looking statements.
The securities offered herein are highly speculative securities. Investment
in the securities involves significant risk. With the exception of affiliates,
Rule 144 does not apply to purchasers, who may resell 100% of the shares at any
time. The investor should purchase these securities only if the investor can
afford a complete loss of the investment.
4
No Federal or State securities commission has approved, disapproved,
endorsed, or recommended this offering. The investor should make an
independent decision whether this offering meets the investment objectives
and financial risk tolerance level of the investor. No independent person
has confirmed the accuracy or truthfulness of this disclosure, nor whether
it is complete. Any representation to the contrary is illegal. Furthermore,
these authorities have not passed upon the accuracy or adequacy of this First
Amended Preliminary Offering Circular. Any representation to the contrary is a
criminal offense.
This First Amended Preliminary Offering Circular contains all of the
representations by the company concerning this offering. No person shall make
different or broader statements than those contained herein. Investors are
cautioned not to rely upon any information, not expressly set forth in this
First Amended Preliminary Offering Circular, or in the electronic Form 1-A,
posted on EDGAR.
In making an investment decision, investors must rely on their own
examination of the company and the terms of the offering, including the merits
and risks involved.
The securities being offered have not yet been qualified by the United
States Securities and Exchange Commission.
There is only one class of shares in this offering: common/voting/diluted
shares.
No person has been authorized to give any information or to make any
representations other than those contained in this First Amended Preliminary
Offering Circular, and, if given or made, such information or representations
must not be relied upon as having been authorized by the company.
The investor should consult with any attorneys, accountants, and other
professional advisors as to the legal, tax, accounting, and other
professionals, concerning the consequences of an investment in the company.
5
Statements of future forecasts, projections and expectations are
not statements of returns on investment.
The business of the company is extremely competitive, competing
with companies such as Disney and Netflix. Market penetration, as a
result, may not be immediate.
The company has achieved the tasks as shown in the First Amended Offering
Circular, with regard to organization, corporate governance and initial
capitalization, and therefore, has some operating history.
However, the company has achieved only a limited operating history as far as
sales, revenue from sales and establishing a customer base. Further details on
the nature and extent of such operating history are shown below in this First
Amended Offering Circular.
Company officials have instituted the following risk mitigation measures:
a ) 3-day right of withdrawal: The subscription agreement provides for a
three-day right of withdrawal cooling off period for its cancellation by the
subscriber, plus a waiver of the three-day cooling off period;
b ) Company officials will not meet with any prospective purchasers on an
individual basis.
c) Investors must rely solely on the information contained in Form 1-A,
and in this the original and this First Amended Preliminary Offering Circular.
6
ITEM 4
DILUTION
A. NO MATERIAL DISPARITIES
There are no material disparities between the public offering price and the
effective cash cost to officers, directors, promoters and affiliated persons
for shares acquired by them in a transaction during the past year, or that they
have a right to acquire, and, therefore, there can be no comparison of the
public contribution under the proposed public offering and the average
effective cash contribution of such persons.
B. DILUTION PROTECTION TO SHAREHOLDERS
Whereas, because this is the first offering of the company, and not as
of this First Amended Offering Circular, to be listed onto an Exchange, company
officials have instituted dilution protection, equally, for all shareholders.
Dilution protection is defined here as keeping constant the shares of all
existing shareholders as each new shareholder makes purchases.
Dilution protection benefits the investor, because, for this Regulation
A+ offering, only one class of shares is permitted. As a result, the only
manner in which the company may protect investors from having their shares
count reduced by other investors, is to keep the shares count constant,
relative to all other shareholders.
7
The dilution calculation is based upon a simple ratio of 80:20. This
ratio is based upon managements decision, for this offering, to hold 80% of the
shares for the founders, with 20% being available for this offering.
As an example, if a new shareholder, SH 1, purchases 100 shares, then, to
maintain the 80% ownership of the company, 80 shares will be distributed to the
founding shareholders, according to their percentage of ownership of the 80%.
To continue with the example, once a second shareholder, SH 2, makes a
purchase, say 100 shares, then SH 1 receives 20 shares, and the founders
receive an additional 80 shares, distributed as shown above.
In this manner, SH 1 never loses her voting power, and the potential
benefits of her investment as the company grows and gains valuation.
ITEM 5
PLAN OF DISTRIBUTION - ALL SHARES TO LAND IN THE HANDS OF THE
INVESTOR, OR, IN THE CASE OF 'TAKE AND PAY' UNDERWRITERS, IN THE HANDS
OF SAID UNDERWRITERS
(a) Underwriters.
There are no current underwriters retained;
(b). Discounts and commissions.
There are no agreements for discounts and commissions;
No third-party sellers have been retained.
8
(c) Plan of distribution.
All shares, pursuant to the subscription agreement, will land in the
hands of the investor upon the consummation of the subscription agreement, with
the signature of the company's representative.
There are no secondary offering agreements, contracts, or any other
relations with any persons or companies;
(d) No shares offered or sold on account of securities holders.
No shares will be offered or sold on account of securities holders;
(e) Restrictions on amounts of funds raised, threshold requirements for
achieving funds limit, and requirements of return of funds.
The minimum for this offering is $5,000.00 and the maximum is $5 million.
Upon a subscriber/investor/purchaser exercising the rights under the
three-day cooling off period, all funds will be returned to the
subscriber/investor/purchaser;
(f) No material delays.
As there are no underwriters as of this First Amended Offering Circular,
there will be no material delays in the payment of the proceeds of the
offering by the underwriter to the issuer, and, therefore, the salient
provisions in this regard and any effects on the issuer may be stated here.
(g) No other arrangements.
There are no other arrangements that:
(1) limit or restrict the sale of other securities of the same
class as those to be offered for the period of distribution;
9
(2) stabilize the market for any of the securities to be offered,
or;
(3) withhold commissions, or otherwise to hold each underwriter
or dealer responsible for the distribution of its participation.
(h) No underwriters confirming sales.
There are no underwriters that intend to confirm sales to any accounts
over which it exercises discretionary authority and include an estimate of the
amount of securities so intended to be confirmed.
ITEM 6
USE OF PROCEEDS TO ISSUER
1. STATEMENT OF ALLOCATION OF PROCEEDS
All proceeds have been allocated for particular purposes.
Such purposes are related, on an overwhelming basis, to the gaining of
access to the multi-channel networks, and to acquiring product, by way of
videos, which the channels will accept. Other uses of proceeds include the
purchase of scripts and copyrights, purchase of the YouTube KOL matrix,
expansion of IT infrastructure, and staff expansion, legal and accounting
fees.
10
2. STATEMENT OF COMPENSATION
Proceeds will not be used to compensate or otherwise make payments to
officers or directors of the issuer. There are no subsidiaries of the company,
and, therefore, no payments to make to any subsidiaries.
3. NO BEST EFFORTS OFFERINGS
There are no best efforts offerings in the offering.
4. CONSISTENCY WITH ITEM 9(c), BELOW
In accordance with the Form 1-A instructions of this section, the issuer
incorporates Item 9(c), into this section.
5. MATERIAL AMOUNTS OF OTHER FUNDS
The issuer has received material amounts, as shown in the tables shown in
this First Amended Offering Circular, and also in the report of the auditor,
made an exhibit to this document.
6. NO PROCEEDS TO BE USED TO DISCHARGE INDEBTEDNESS
There are no material parts of the proceeds to be used to discharge
indebtedness. There has been no indebtedness incurred, and therefore, not
within one year, of the offering.
11
7. NO ASSETS TO BE ACQUIRED OTHER THAN IN THE ORDINARY COURSE OF BUSINESS
There are no assets to be acquired other than in the ordinary course of
business. As provided in greater detail in the First Amended Offering
Circular, the key to an early success of the business will be in purchasing
the services of the multi-channel networks, and then obtaining product,
consisting of videos, that will be accepted by the channel owners, for
distribution to paying viewers. All such activity is within the ordinary
course of the streaming video industry.
More specifically, the company has no plans and no business plan, or
intentions to engage in a merger or acquisition with an unidentified company,
companies, entity or person.
8. NO ANTICIPATED CHANGE IN USE OF PROCEEDS
The issuer does not anticipate any change in the use of proceeds. The two
key elements in the video business are the multi-channel networks, and
acquiring product, consisting of videos, that will be accepted by the channel
owners for distribution to paying customers. The issuer does not believe that
any change in circumstances leading to an alternative use of proceeds is
likely to occur.
12
ITEM 7
DESCRIPTION OF BUSINESS
(a) Narrative description of business.
(1) Business done and intended to be done.
Streamline USA, Inc. was incorporated in September, 2020. Prior to its
incorporation, it did no business, was not affiliated with, associated with, or
a part of any other entity. The company was founded by its founders.
The business to be done includes conducting entertainment marketing
services, successfully investing in and, therefore, sharing global revenues
from films, focusing on high-quality content, and utilizing the strategic
capabilities of the founders to sell streaming videos on multi-channel
networks.
All of the founders have extensive experience in the video sector, and
all live and work in Culver City, California, the U.S. hub of the film
industry.
The founders believe that, by combining their experience, the company
will be able to compete in the highly competitive video sector, including by
making inroads for consumer choices, into the viewing sector of the large
companies, which are, YouTube, Netflix Hulu, Amazon Prime Video and Disney.
For example, company founders have experience with successfully investing
and sharing global revenues in such films as Interstellar, Mission Impossible -
Rogue Nation, Wonder Woman, and Hindi Medium;
13
(i) The principal products produced and services rendered
and the principal market for and method of distribution of such products
and services.
Streamline USA, Inc. focuses on high-quality and popular content at its
core. The Companys content will encompass all genres and formats, including
action, comedy, drama, fantasy, romance, and more. Short videos, typically
those that are more flexible in terms of copyright, will also be included in
the catalogue. Streamline USA, Inc. will make the best use of its strategic
cooperation with two top tier overseas
multi-channel networks (MCNs), which own more than 5,000 KOL (influencer)
accounts posting over 150,000 videos annually. These influencers include U.S.
minorities from India, Japan, Korea, and other Asian countries. Thus, a goal of
company officials is to respect traditional country boundaries, while also
appealing to broader audiences;
Besides the new business mentioned above, Streamline will also continue
to provide entertainment marketing service as the current main source of the
Companys revenue.
(ii) The status of a product or service, if the issuer has made public
information about a new product or service which would require the investment
of a material amount of the assets of the issuer or is otherwise material.
Company officials have not made any such information public, and there is
none to report as of the filing of this First Amended Preliminary Offering
Circular.
14
Information as to investments is contained solely in the original and in
this First Amended Preliminary Offering Circular, and the exhibits made a part
of same.
(iii) Reserved on the S.E.C. Form 1-A instructions, and,
therefore, no response can be made here;
(iv) The total number of persons employed by the issuer.
The company has five employees, full-time;
(v) Any bankruptcy, receivership or similar proceeding;
None;
(vi) Any legal proceedings material to the business or financial
condition of the issuer;
None;
(vii) Any material reclassification, merger, consolidation, or
purchase or sale of a significant amount of assets not in the
ordinary course of business;
None;
2 . Distinctive or special characteristics of the Issuers operation or industry
which may have a material impact upon the issuers future financial performance:
(i) dependence on one or a few major customers or suppliers,
which may have a material impact on the issuer's future financial
performance.
Company officials wish for investors to know that their efforts to achieve
immediate business relations with the multi-channel networks will be key to the
early
15
success of the companies. These channels post more than 150,000 videos,
annually. In this regard, the company will be dependent upon one or more of
these channels for its early success.
Same applies to the copyright trading aspect of the business. Resources
are scarce and highly concentrated, most overseas films and TV content are in
the hands of a few major distribution companies. To ensure success for both
short term and long term, the company needs to close as many deals as possible
and the contracts need to be as long term as possible;
(ii) effect of existing or probable governmental regulation
(including environmental regulation).
There are no existing or probable government regulations that make the
companys business different from any of the other streaming video service
companies, and therefore, with the exception of compliance with such
regulations, or any that come into effect, there are no regulations which will
have a material impact on the future financial performance of the company;
(iii) material terms of and/or expiration of material labor contracts
or patents, trademarks, licenses, franchises, concessions or royalty
agreements.
There are no material terms, as of yet, or any anticipated, of any labor
contracts, trademarks, licenses, franchises, concessions or royalty agreements.
To the extent that any such may come into effect, going forward, all such will
be made in such a manner that is consistent with those utilized in the ordinary
course of business in the industry.
16
For example, if persons employed by the company are members of a labor
union, the union contract and rules and regulations will govern.
Or, for patents, trademarks and licenses, all government rules and
regulations will be followed. For any concessions, such would become a part of
any contract on a contract by contract basis. None exist or are known at this
time. For any royalty agreements, those which can be negotiated will be reduced
to writing utilizing the well known rules and laws that define such agreements.
Compliance with all such items described here will be with the advice of
counsel;
(iii) unusual competitive conditions in the industry.
The streaming video sector has undergone a significant transformation as a
result of the impact upon theaters, due to the COVID-19 pandemic. To the extent
that the pandemic continues to have an impact upon this sector, company
officials will be competing in such a manner as will all other such video
service companies.
Irrespective, once the pandemic recedes, however, company officials believe
that a much broader streaming audience will remain, and thus, anticipate a
continued expansion, post-pandemic;
(iv) cyclicality of the industry and anticipated raw material or
energy shortages to the extent management may not be able to
secure a continuing source of supply.
The business cycle of the industry is tied to release dates of films. To
the extent that all streaming companies will be vying for competitive products
to sell to
17
audiences, company officials are confident that they will be able
to compete in the space.
There are no issues concerning supply chain distribution, and the video
sector, including the company, is not dependent upon raw materials or energy
shortages for its business;
(b) Reserved on the S.E.C. Form 1-A instructions, and, therefore, no response
can be made here.
(c) Industry Guides.
Consistent with the Industry Guides, OMB Number: 3235-0069, expiration
date, October 21, 2022, the company does not fall within any of the industries
to which the said Guides apply, including no activity with bank holding
companies, oil and gas programs, interests in real estate partnerships, unpaid
claims and claims adjustment expenses of property-casualty insurance
underwriters, or mining operations;
(d) limited partnership or limited liability company interests.
The company has no other business entity other than the corporation
described throughout this First Amended Offering Circular.
There are, therefore, no limited partnerships or limited liability
company interests to report here.
18
(e) Domestic control rules and interpretations compliance
(1) AS TO RULE 251(b) OF REGULATION A
This Issuer, Streamline USA, Inc., is an entity organized under the laws of
the State of Wyoming, with its sole and principal place of business in Culver
City, California.
(2) AS TO QUESTION 182.03 OF THE
SECURITIES ACT COMPLIANCE AND
DISCLOSURE INTERPRETATIONS (C&DIs)
MOST RECENT UPDATE OF
NOVEMBER 6, 2017
This Issuer, Streamline USA, Inc., has all of its headquarters and operations
in the United States, and specifically in Culver City, California, and has no
operations outside of the United States.
ITEM 8
DESCRIPTION OF PROPERTY
Chief among any property to be held, will be the intellectual property,
including copyrights, and the distribution rights from the purchase of the
access to the multi-channel networks, and royalty rights.
19
ITEM 9
MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(a) Operating results. This section was prepared by company officials, with the
assistance of the Tier 2 auditor, Ms. Najib, CPA. Her consent form covers all
items in the offering documents.
1. Significant factors, including unusual or infrequent
events or transactions or new developments, materially
affecting the issuers income from operations, and, in
each case, indicating the extent to which income was
so affected.
There are no significant factors which have materially affected any
income from operations. Any such material events would be forward-looking and
made upon achieving sales of shares. Specifically, there are no material events
and uncertainties
known to management that would cause reported financial information not to be
necessarily indicative of future operating results or of future financial
condition. This includes:
A. matters that would have an impact on future operations that have not
had an impact in the past, and;
B. matters that have had an impact on reported operations that are not
expected to have an impact upon future operations.
20
2. Any other significant component of revenue or
expenses necessary to understand the
issuers results of operations.
There are no other significant components of revenue or expenses that are
necessary to understand the issuers results of operations. Specifically, the
financial statements do not reveal any material changes from year to year in
one or more-line items. Therefore, there are no causes of any such changes that
would be necessary to an understanding of the issuers business as a whole.
There are no causes in one line item that relate to other line items.
Any variance in amounts of changes from year to year are readily computable
from the financial statements, and therefore, not discussed in this document.
3. Material changes shown in the financial statements.
There are no material changes in the financial statements as to net sales
or revenues, and in particular, none which are attributable to changes in
prices or to changes in the volume or number of products or services being
sold or to the introduction of new products or services. There are no
interim financial statements included, and therefore, there is no discussion
of same here.
(b) Liquidity and capital resources.
21
(1) The issuers liquidity (both short and long term), including a
description and evaluation of the internal and external sources of
liquidity and a brief discussion of any material unused sources of
liquidity. If a material deficiency in liquidity is identified,
indicate the course of action that the issuer has taken or proposes
to take to remedy the deficiency.
Company officials entered into a material contract for copyright scripts
on August 5, 2021. The contract is between the company and a company called
Golden Renaissance Culture Media Co., Ltd. Under the terms of the contract,
the company transfers its owned script literary works, including but not
limited to, contents, episode briefs, literary scripts, biographies of
characters, and dialogue scripts. The contract price is one and one half
million dollars ($1,500,000.00).
Of the contract amount, $1,050,000.00 is set aside to be used as working
capital and is expected to cover the issuers daily operating expenses, payroll,
and project-related costs (refer to (b) 2 and (c).). The daily operating and
payroll expenses for the remainder of 2021 will be well under $100,000.00
according to Management with project costs expected to require a maximum of
$300,000.00 Therefore, no liquidity issues have been identified. Moreover,
according to Management, starting from January 2022, the projects for which the
costs are related to will begin to generate revenue and cover their own costs,
resulting in sufficient profitability.
As relates to the projects that are detailed in section C, the issuer
expects to generate $1,500,000.00 in revenue in 2022 that are intended to be
used to cover operating expenses. No other major working capital funding plan
is in place in the short or long term and according to Management.
22
Company officials are not anticipating any further major working capital
funding, and therefore, none is in place for the short or long term.
(2) The issuers material commitments for capital
expenditures as of the end of the latest fiscal year
and any subsequent interim period and an indication
of the general purpose of such commitments and
the anticipated sources of funds needed to fulfill
such commitments.
The issuers material commitments for capital expenditures as of the end
of the latest fiscal year and any subsequent interim period are:
A . Entertainment marketing;
B . Overseas Copyright Content Acquisition;
C . YouTube Matrix Business.
The general purpose of such commitments is to fully implement the
business upon achieving proceeds from the sale of shares from this offering.
These projects will be funded using the receivable of $1,050,000 mentioned in
section 3(b) and revenues from these projects are expected to be realized in
early 2022, as follows:
A . Entertainment marketing: $150,000.00;
B . Overseas Copyright Content Acquisition: $100,000.00;
C . YouTube Matrix Business: $50,000.00.
23
(c) Plan of Operations.
(1) Issuers plan of operation for the 12
months following the commencement of
the proposed offering.
The Issuers plan of operation for the 12 months following the
commencement of the proposed offering consists of, primarily:
A . Continued expansion of its entertainment marketing component, its
advertising business, which generates immediate and recurring revenue;
B . Expanded and accelerated implementation of its overseas content
acquisition component;
Company officials are already in substantive negotiations with film and
television copyright owning entities. One animation series is already in
distribution. Present distribution is for 3,410 episodes to be distributed on
media platforms such as TubiTV, Google Play, YouTube Movies, PlutoTV, the
Roku Channel, IMDBTV, Crackle, and Vudu, among others.
C . Continued implementation of its YouTube matrix component.
The company has already achieved three YouTube YPP-approved channels,
which have been launched.
24
Each channel function is distinct, and covers the following types of content:
1 . Film / TV series;
2 . Key Opinion Leader Short Videos:
3 . Special Programs.
(2) Opinion of management as to
satisfaction of cash requirements.
In the opinion of management, the proceeds from the offering will satisfy
its cash requirements.
(d) Trend information.
(1) Recent trends in production, sales and inventory.
The industry saw significant revenue growth due to restrictions on
theatergoing as a result of the CoVID-19 pandemic. Company officials believe
that, even with the pandemic receding, the significant number of new
subscribers to streaming services will generate continuing and significant
growth well into the future.
(2) The order book, costs and selling prices
The primary source of revenue, pending expansion into the multi-channels and
product content acquisition, distribution and royalties, remains in
advertising.
25
The tables shown in this First Amended Offering Circular, as well as those
shown in the report of the auditor, provide the detail as to the costs
incurred. Other information shown above details the anticipated expenses.
For the year 2021 to date, the company has realized advertising revenue in
the amount of sixty thousand dollars ($60,000.00).
(3) Other trends
The issuer mostly incurred approximately $40,000.00 in legal and
professional services costs as of August 13, 2021, since the date of inception
with no other costs except minimal operating charges. Subsequent to
August 13, 2021 and up to October 20, 2021, the issuer incurred $60,000 in
another category of expenses ($50,000 paid to outsource activities related to
the EM business and $10,000 paid to a talent agency) and $5,400 in Marketing
expenses. Moreover, payroll and expenses in connection to the projects
mentioned in (section c) are expected to be incurred during 2021. The issuer
realized revenues on the EM business in the amount of $60,000 during 2021.
There are no other known trends, uncertainties, demands, commitments or
events that are reasonably likely to have a material effect on the issuers
net sales or revenues, income from continuing operations, profitability,
liquidity or capital resources, or that would cause reported financial
information not necessarily to be indicative of future operating results
or financial condition.
26
ITEM 10
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
(a) The information provided in the table below is made according
to the instructions to Form 1-A:
Name Position Age Term of Office Approximate hours per week
for part-time employee
Executive Officers:
Name : Ruben Igielko-Herrlich
Position : President & CEO
Age : 61
Term of Office : Permanent
Approximate hours per week for part-time employee : N/A
Name : Dapeng Ma:
Position : Vice President
Age : 42
Term of Office : Permanent
Approximate hours per week for part-time employee : N/A
Name : Yitian Xue
Position : Treasurer & CTO
Age : 43
Term of Office : Permanent
Approximate hours per week for part-time employee : N/A
Name : Yue Wu
Position : Secretary
Age : 42
Term of Office : Permanent
Approximate hours per week for part-time employee : N/A
Directors:
Name : Daphne Briggs
Position : Director of Entertainment Marketing
Age : 50
Term of Office : Permanent
Approximate hours per week for part-time employee : N/A
Significant Employees:
Name : N/A
Position : N/A
Age : N/A
Term of Office : N/A
Approximate hours per week for part-time employee : N/A(iv)
(b) No family relationships.
There are no family relationships between any director, executive director,
or person nominated or chosen by the issuer to become a director or
executive officer or any significant employee;
27
-----------------------
iv Footnote required by Form 1-A instructions: There are no arrangements or
understandings between the persons described above and any other persons,
pursuant to which the person was or is to be selected to his or her office or
position.
(c) Business experience.
1 . Ruben Igielko-Herrlich
Mr. Igielko-Herrlich lives and works in Los Angeles, California.
He has over 30 years in the entertainment marketing industry, and
brings the experience of being able to create a truly global network
for the company.
Given his extensive number of years in the industry, Mr.
Igielko-Herrlich, will bring his network-building talents in order that
the company may start off with a global outreach, that will include
the U.S. market, but also markets in South America, Europe, Southeast
Asia and China.
He has the ability to originate tailor-made strategies to create
symbiotic associations between the viewer and the program.
Mr. Igielko-Herrlich is acknowledged as being one of the pioneers of
branded entertainment. His clients have included, but are not limited
to The BMW Group (BMW, Mini, Rolls-Royce, BMW Motorrad), Bulgari,
Lacoste, Louis XIII, Mot & Chandon, Nokia, Piaget and Rimowa, among
others.
Mr. Igielko-Herrlich is credited with such dominating placements as
the memorable Nokia integrations in both The Matrix and Transformers,
the impressive BMW integrations and promotional tie-ins with
Mission: Impossible Ghost Protocol and Mission: Impossible Rogue Nation,
among others.
28
In addition, Mr. Igielko-Herrlich has developed and established the
renowned entertainment media evaluation solution process. The process is
established as the most representative quantification method for
entertainment marketing activities available today.
Mr. Igielko-Herrlich is currently 61 years of age, holds a Masters
degree in Business Administration from Emory University and a Bachelor
of Science degree in Business Administration from HEC University of
Lausanne.
Through his extraordinary experience and capability, Mr.
Igielko-Herrlich has built a bridge between brand clients and the great
resources of Hollywood in the TV and film industry, as well as created
innovative collaborations. He has established close partnerships with
six major studios in Hollywood, recommended by 20th Century Fox,
Paramount Pictures, Universal Picture, Warner Bros. Entertainment.
Company officials believe that his leadership will propel the company
to an accelerated entry into the video market sector.
2. Dapeng (James) Ma
Dapeng Ma lives and works in Los Angeles, California.
Mr. Ma is 42 years of age.
Mr. Mas overall contribution to the company is and will be in the
areas of international film distribution, film box office marketing,
film media advertising and pre-roll advertisements.
29
With the major Hollywood studios, he has performed services relating
to overseas theatrical releases. In addition, he has advised on
various production aspects, including scouting and brand
collaborations.
Among his major feature film participations are Teenage Mutant
Ninja Turtles (2014), Interstellar (2014), Mission: Impossible -
Rogue Nation (2015), and Wonder Woman (2017).
3 . Yitian (Fred) Xue
Yitian Xue lives and works in Los Angeles, California.
Mr. Xue is 43 years of age.
With degrees in computer science and applications, Mr. Xue brings, and
will continue to bring his considerable management skills to the entire
company infrastructure and ecosystem.
With over 20 years in operations management, research and development,
Mr. Xue brings his strong communication, analytical and prioritization
abilities to the company. He will place the company on an advanced
management level, to include accelerated implementation of operations
management, new technology development and software implementation.
30
For example, Mr. Xue has managed IT projects for these companies:
Shanghai Cellstar International Trading, EntroSpect Solutions.
Mr. Xue was the founder, in 2015, of Tancal Technology, Inc. a company
providing Commodity Exchange Infrastructure, Dealing Desk and Market
Making Solutions.
(d) Involvement in certain legal proceedings
(1) Bankruptcy or State insolvency:
There are no members of the group who have been involved in such proceedings.
The company has not been involved in any bankruptcy proceedings;
(2) Criminal proceedings:
There are no members of the group who have been involved in any criminal
proceedings.
(3) Other legal proceedings:
The company is involved in no other legal proceedings.
31
ITEM 11
COMPENSATION OF DIRECTORS AND
EXECUTIVE OFFICERS
(a) Table required by Form 1-A instructions.
Name Ruben Dapeng Ma Yitian Xue
Igielko-Herrlich
Capacities in President & Chief Vice President Treasurer
which compensation Executive Officer
was received (e.g.,
Chief Executive Officer,
directors, etc.)
Cash compensation ($) 0 0 0
Other compensation ($) 0 0 0
Total compensation ($) 0 0 0
(b) Provide the aggregate annual compensation of the issuers directors
as a group for the issuers last completed fiscal year. Specify the total number
of directors in the group.
The current board is composed of the persons shown in the table in subsection
(a), here. There was no compensation, and therefore, no aggregate compensation
to such persons, and therefore, the answer to this section is: none.
(c) For Tier 1 offerings.
As this is not a Tier 1 offering, no response is made here;
32
(d) Proposed compensation to be made in the future pursuant to any
ongoing plan or arrangement to the individuals specified in paragraphs (a) and
(b) of this item.
As of the filing of this First Amended Offering Circular, the board has made
no plan, and does not anticipate any at this time. The board members are
financially self-sustaining in their own right, so that proceeds will be
directed solely to the items discussed and described in this First Amended
Offering Circular.
33
ITEM 12
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
Title of class Founding Shares
Name and address of Ruben Igielko-Herrlich: 11264 Playa Court,
beneficial owner (1) Culver City, CA 90230
Amount and nature of Ruben Igielko-Herrlich: 15.97%, based upon title
beneficial ownership ownership, and beneficial ownership of other
founding shareholders other than Dapeng Ma and
Yitian Xue.
Amount and nature of
beneficial ownership
acquirable (2) None
Percent of class (3) Ruben Igielko-Herrlich: 15.97%
-----
Title of class Founding Shares
Name and address of Dapeng Ma: 11264 Playa Court,
beneficial owner (1) Culver City, CA 90230
Amount and nature of Dapeng Ma: 43.11%, based upon title
beneficial ownership ownership, and beneficial ownership of other
founding shareholders other than Ruben
Igielko-Herrlich and Yitian Xue.
Amount and nature of
beneficial ownership
acquirable (2) None
Percent of class (3) Dapeng Ma: 43.11%
-----
Title of class Founding Shares
Name and address of Fred Xue: 11264 Playa Court,
beneficial owner (1) Culver City, CA 90230
Amount and nature of Yitian Xue: 39.92%, based upon title
beneficial ownership ownership, and beneficial ownership of other
founding shareholders other than Ruben
Igielko-Herrlich and Dapeng Ma.
Amount and nature of
beneficial ownership
acquirable (2) None
Percent of class (3) Dapeng Ma: 39.92%
Culver City, CA 90230
34
ITEM 13
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
(a) Describe briefly any transactions or any currently proposed
transactions during the issuers last two completed fiscal years and the current
fiscal year, to which the issuer or any of its subsidiaries was or is to be a
participant and the amount involved exceeds the lesser of $120,000.00 and one
percent of the average of the issuers total assets at year end for the last two
completed fiscal years for Tier 2:
There are no such transactions.
(1) Any director or executive officer of the issuer;
None.
(2) Any nominee for election as a director;
None.
(3) Any securityholder named in answer to Item 12(a)(2);
None.
(4) If the issuer was incorporated or organized within the past three
years, any promoter of the issuer;
None.
(5) Any immediate family member of the above persons, including any
such persons child, stepchild, parent, stepparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
sister-in-law, or any person (other than a tenant or employee) sharing such
persons household.
None.
35
(b) If any expert named in the offering statement as having prepared or
certified any part of the offering statement was employed for such purpose on a
contingent basis or, at the time of such preparation or certification or at any
time thereafter, had a material interest in the issuer or any of its parents or
subsidiaries or was connected with the issuer or any of its subsidiaries as a
promoter, underwriter, voting trustee, director, officer or employee, describe
the nature of such contingent basis, interest or connection.
None.
ITEM 14
SECURITIES BEING OFFERED
A. Capital stock.
l. title of class:
common/voting/diluted;
2. dividend rights:
The board has not yet discussed dividends, and plans to do so only in the
context of retaining a compensation expert to provide guidance on this issue;
3. voting rights:
Common to all: all shareholders have one vote for each share owned;
4. liquidation rights:
The board has not yet issued a resolution on this issue;
36
5. preemptive rights:
There are no preemptive rights, and no contracts for any preemptive
rights, and thus, the one class / one price format is maintained. In general,
however, all shareholders will be issued additional shares with each successive
new issue, consistent with their amounts held, and as calculated using the
dilution formula shown above;
6 . conversion rights:
There are no conversion rights because there is only one class of stock:
common/voting/diluted;
7. redemption provisions:
There has been no discussion, yet, as to any redemption of shares, and
same will take place upon the retainer of a compensation and shares expert in
order to provide guidance;
8. sinking fund provisions:
As there are no bonds being sold in this offering, so that there are no
sinking fund provisions;
9. liability to further calls or to assessment by the issuer:
There will be no calls or assessments by the Issuer, without a resolution
by the board, circulated to all shareholders.
B. debt securities are being offered:
There are no debt securities being offered as all shares in the offering
are one class / one price.
C. warrants, rights, or convertible securities:
There are no warrants, rights or convertible securities as all shares are
one class / one price.
37
ITEM 15
NOT INCLUDED IN THE FORM 1-A INSTRUCTIONS
The instructions to Form 1-A do not include an Item 15. Therefore, this
section is left blank.
PART F/S
Assets
As of October As of August
20, 2021 13, 2021
(UNAUDITED) (AUDITED)
Assets
Current Assets:
Cash and Cash Equivalents 61,674 79,617
Receivables 1,050,000 1,129,617
------------ ------------
Total Current Assets 1,111,674 1,129,617
------------ ------------
Non-current assets:
Intangible assets:
Copyrights 5,000 5,000
------------ ------------
Total Intangible Assets 1,111,674 1,129,617
------------ ------------
------------ ------------
Total Assets 1,116,674 1,134,617
------------ ------------
Liabilities & Members Equity
Current liabilities:
Accounts Payable 8,750 23,750
------------ ------------
Total current liabilities 8,750 23,750
------------ ------------
Non-current Liabilities:
------------ ------------
Total non-current liabilities - -
------------ ------------
------------ ------------
Total Liabilities: 8,750 23,750
------------ ------------
38
Equity:
Common Stock (12,400,000 and 12,400,000 - -
shares issued and outstanding, no par
as of October 20, 2021, and August 13,
2021, respectively)
Retained Earnings (accumulated deficit) 1,010,867 -
Paid-in capital 100,000 100,000
Net income (loss) (2,943) 1,010,867
------------ ------------
Total Equity : 1,107,924 1,110,867
------------ ------------
------------ ------------
Total Liabilities & Equity 1,116,674 1,134,617
------------ ------------
PART III
EXHIBITS
ITEM 16
INDEX TO EXHIBITS
Note to exhibits: pursuant to the manner in which EDGAR requires uploads,
the exhibits shown here must be separately uploaded, and are separately
uploaded with this First Amended Offering Circular. Further, the exhibits shown
here are those which have been directed to be uploaded in the S.E.C. Comment
letter of September 30, 2021, and therefore are in compliance with said letter.
ITEM 17
DESCRIPTION OF EXHIBITS
EXHIBIT 2A TO: FIRST AMENDED PRELIMINARY OFFERING CIRCULAR -
PART III. ITEM 17. 2A. OF THE INSTRUCTIONS TO FORM 1-A - CHARTER
39
EXHIBIT 2B TO: FIRST AMENDED PRELIMINARY OFFERING CIRCULAR -
PART III. ITEM 17. 2B. OF THE INSTRUCTIONS TO FORM 1-A - BYLAWS
EXHIBIT 11 TO: FIRST AMENDED PRELIMINARY OFFERING CIRCULAR -
PART III. ITEM 17. 11. OF THE INSTRUCTIONS TO FORM 1-A - AUDITORS CONSENT
EXHIBIT 12 TO: FIRST AMENDED PRELIMINARY OFFERING CIRCULAR -
PART III. ITEM 17. 12. OF THE INSTRUCTIONS TO FORM 1-A - OPINION OF COUNSEL
SUPPLEMENT A.
COMPLIANCE - FOREIGN INVESTMENT AND NATIONAL SECURITY ACT OF 2007
All foreign investors shall make a nominal initial deposit into the
escrow account of the escrow agent. Such deposit must be made from the
institution which will provide any investment funds, must show the name of the
investing company, and the full
contact information of the sender must be provided.
Upon receipt of such nominal deposit, the information will be turned over
to the office of the Foreign Investment and National Security Act of 2007, for
clearance.
No investor contracts shall be concluded until such time as the nominal
deposit has been cleared, and the above-mentioned due diligence information
provided.
40
SUPPLEMENT B.
ANTI-MONEY LAUNDERING & REPORTING OF SUSPICIOUS ACTIVITY
The SEC has provided guidance with respect to the company protecting
itself from money laundering and other suspicious activities by investors. The
company has taken steps, pursuant to those guidelines.
SUPPLEMENT C.
REQUEST FOR QUALIFICATION
The board of Streamline USA, Inc., by their signatures to this
Preliminary Offering Circulare, respectfully request the qualification of this
Reg. A+ Tier 2 Preliminary Offering Circular.
41
SIGNATURES
Pursuant to the requirements of Regulation A+, the Issuer certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form 1-A, and have duly caused this Preliminary Offering Circular to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
Culver City, California, on October 25, 2021.
Exact name of Issuer as specified in its charter: Streamline USA, Inc.
October 25, 2021
By:
Ruben Igielko-Herrlich
_________________________________
Principal Executive Officer & Board Chair
Dapeng Ma
__________________________________
Board Member
Yitian Xue
___________________________________
Principal Financial Officer, Principal
Accounting Officer & Board Member
ARCHIVE CERTIFICATE
I HEREBY CERTIFY that on the 25th day of October, 2021, I received the original
signatures to this Reg. A+ offering from the above-named persons, and that I
maintain such originals, and that I entered such signature page into the
corporate records of Streamline USA, Inc., and that I provided a copy to the
board members, and to attorney, Devalaeminck.
/ s /
____________________
Yitian Xue, Project Archivist
42