PART II .
THIRD AMENDED PRELIMINARY OFFERING CIRCULAR
Steamline USA, Inc.
11264 Playa Court
Culver City, CA 90302 / United States of America
310--397-2300
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 THIRD 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 THIRD 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 THIRD 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+ THIRD 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 THIRD 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 Third Amended Preliminary Offering Circular: November 19, 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.
See a listing of risk factors at pages 1 through 6, and 14 through 18
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 30,000,000
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
ITEM 5. PLAN OF DISTRIBUTION AND SELLING SECURITY HOLDERS...............7-9
ITEM 6. USE OF PROCEEDS TO ISSUER......................................9-12
ITEM 7. DESCRIPTION OF BUSINESS........................................12-19
ITEM 8 . DESCRIPTION OF PROPERTY..........................................20
ITEM 9. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS......................................20-27
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES.......28-32
ITEM 11 . COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS.............33-34
ITEM 12. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS.....35
ITEM 13. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS.....36-37
i
ITEM 14 . SECURITIES BEING OFFERED.....................................37-38
ITEM 15 . NOT INCLUDED IN THE FORM 1-A INSTRUCTIONS.......................39
PART F/S...............................................................39-40
PART III - EXHIBITS - ITEM 16 - INDEX TO EXHIBITS.........................40
PART III - EXHIBITS - ITEM 17 - DESCRIPTION OF EXHIBITS...................41
SUPPLEMENT A. COMPLIANCE - FOREIGN INVESTMENT AND
NATIONAL SECURITY ACT OF 2007..........................................41-42
SUPPLEMENT B. ANTI-MONEY LAUNDERING &
REPORTING OF SUSPICIOUS ACTIVITY..........................................42
SUPPLEMENT C. REPORT OF TIER 2 AUDITOR ................................42-53
SUPPLEMENT D. REQUEST FOR QUALIFICATION...................................54
SIGNATURES AND ARCHIVE.................................................54-55
REPORT OF TIER 2 AUDITOR.....A-1
ii
ITEM 3
SIGNIFICANT RISK FACTORS AND SUMMARY
(a) Summary of project information.
This Third Amended[1] 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 Third Amended Preliminary Offering Circular offers the sale of up to
$75,000,000.00[2] 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 Third 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 Third Amended Preliminary
Offering Circular, especially concerning the risks associated with the
investment in the securities covered by this Third Amended Preliminary
Offering Circular, and discussed throughout this document.
1
________________
[1] To the extent that anything in the original Preliminary Offering Circular
is inconsistent with the contents of this Third 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.
[2] The minimum for this offering is $5,000.00 and the maximum is $5 million.
This Third Amended Preliminary Offering Circular concerns only the
company, Streamline USA, Inc., a Wyoming corporation.[3] Any purchase of
shares, pursuant to this Third Amended Preliminary Offering Circular, will
result in a distribution of shares only from Streamline USA, Inc.
Some of the statements in this Third 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 Third 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
________________
[3] 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 Third 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 Third 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 Third Amended Preliminary
Offering Circular. Any representation to the contrary is a criminal offense.
This Third 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
Third 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 Third 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 Third 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 Third 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 Third 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.
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.
7
(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 Third 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.
8
(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;
(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,
9
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.
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 Third Amended Offering Circular, and also in the report of the
auditor, made an exhibit to this document.
10
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.
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 Third 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
11
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.
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.
12
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;
(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.
For example, as referenced in Item 9., below, the Company entered into
a contract and sold one of its assets, a copyright, for the amount of $1.5
million. A full copy of the contract is shown in the exhibits, ITEM 17. , to
this Third Amended Preliminary Offering Circular. This contract provides a
good discussion point, whereby the investor may better understand the Companys
business.
13
To achieve such a contract, Company officials had to search for the
asset, the copyright. In the highly competitive sector of copyrights and
videos, this task can be accomplished only by persons who have an expertise in
the search and acquisition of such assets. In this offering, all three
principal founders, Mssrs. Igielko-Herrlich, Ma and Xue, have significant
expertise in this area.
Secondly, the company was able to find a buyer for the copyright, and to sell
it for cash. A full knowledge of potential buyers, their sector, their cash
position, and, all importantly, the size of the buyers market, must exist.
Otherwise, the company faces the prospect of selling an asset for less than its
value. The fact that company officials knew exactly the type of purchaser, the
manner of fronting the deal, and the commanding price, $1.5 million, cash,
achieved for the copyright is a demonstration of the Companys early prowess in
the copyright sector alone.
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.
14
Company officials have not made any such information public, and there is none
to report as of the filing of this Third Amended Preliminary Offering
Circular.
Information as to investments is contained solely in the original and in this
Third 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;
15
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 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;
16
(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.
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;
(iv) 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
17
officials believe that a much broader streaming audience will remain, and
thus, anticipate a continued expansion, post-pandemic;
(v) 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
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;
18
(d) limited partnership or limited liability company interests.
The company has no other business entity other than the corporation described
throughout this Third Amended Offering Circular.
There are, therefore, no limited partnerships or limited liability company
interests to report here.
(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.
19
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.
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
20
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.
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
21
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.
(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,
22
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.
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.
23
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.
(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
24
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.
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.
25
(1) Recent trends in production, sales and inventory.
The industry saw significant revenue growth due to restrictions on
theater going 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.
The tables shown in this Third 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
26
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.
27
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:
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;
28
________________
[4] 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.
29
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.
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.
30
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.
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
31
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.
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.
32
ITEM 11
COMPENSATION OF DIRECTORS AND
EXECUTIVE OFFICERS
1. 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;
33
(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 Third 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 Third Amended
Offering Circular.
34
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
35
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.
36
(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;
37
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.
38
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 5,000 5,000
------------ ------------
------------ ------------
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
------------ ------------
39
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 Third 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.
40
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
EXHIBIT 2B TO: First AMENDED PRELIMINARY OFFERING CIRCULAR -
PART III. ITEM 17. 2B. OF THE INSTRUCTIONS TO FORM 1-A - BYLAWS
EXHIBIT 6 TO: THIRD AMENDED PRELIMINARY OFFERING CIRCULAR - PART III. ITEM 17.
6. OF THE INSTRUCTIONS TO FORM 1-A - MATERIAL CONTRACT
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.
41
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.
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.
REPORT OF TIER 2 AUDITOR A-1
STREAMLINE USA, INC.
AUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDING AUGUST 13, 2021, AND THE
YEAR ENDING DECEMBER 31, 2020
STREAMLINE USA, INC.
Audited Financial Statements
FOR THE PERIOD ENDING AUGUST 13, 2021, AND THE YEAR ENDING DECEMBER 31, 2020
42
CONTENTS OF REPORT
Independent Auditors Report............................................... 2
BALANCE SHEET............................................................. 4
STATEMENT OF INCOME....................................................... 5
STATEMENT OF CHANGES IN MEMBERS EQUITY.................................... 6
STATEMENT OF CASH FLOWS................................................... 7
NOTES TO FINANCIAL STATEMENTS............................................. 8
Lama Najib
Certified Public Accountant in
the United States of America
License 0033681
State of Colorado
PROCYON FINANCIAL LLC
24A Trolley Square #2289
Wilmington, DE 19806
Independent Auditors Report
To the Members of STREAMLINE USA, INC.,
11264 PLAYA CT.
CULVER CITY, CALIFORNIA 90230
I have audited the accompanying financial statements of STREAMLINE USA, INC.,
which comprise the Balance Sheet as of August 13, 2021, and December 31, 2020,
and the related Statements of Income, Changes in Members Equity and Cash Flows
for the period between September 9th, 2020 (the date of inception) and August
13, 2021, and a summary of significant accounting policies and other
explanatory information.
43
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these
financial statements in conformity with U.S. generally accepted accounting
principles; this includes the design, implementation and maintenance of
internal control relevant to the preparation of financial statements that are
free from material misstatement whether due to fraud or error.
Auditors Responsibility
My responsibility is to express an opinion on these financial statements based
on the audit. The audit was conducted in accordance with auditing standards
generally accepted in the United States. Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement.
An audit involves performing procedures to obtain evidence about the amounts
and disclosures in the financial statements. The procedures selected depend on
the auditors judgement, including the assessment of the risks of material
misstatement in the financial statements, whether due to fraud or error. In
making those risk assessments, the auditor considers internal control relevant
to the entitys preparation and fair presentation of the financial statements in
order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
entitys internal control. Accordingly, I express no such opinion. An audit
also includes evaluating the appropriateness of accounting policies used and
the reasonableness of significant accounting estimates made by management, as
well as evaluating the overall presentation of the financial statements.
I believe that the audit evidence I have obtained is sufficient and appropriate
to provide a basis for my opinion.
Opinion
In my opinion, the financial statements referred to above, present fairly, in
all material respects, the financial position of STREAMLINE USA, INC. as of
August 13, 2021, and December 31, 2020, and the results of its operations and
cashflows for the period between September 9, 2020 (the date of inception) and
August 13, 2021, in conformity with U.S. generally accepted accounting
principles.
08/19/2021
44
STREAMLINE USA, INC.
BALANCE SHEET
AS OF AUGUST 13, 2021, AND DECEMBER 31, 2020
As of August As of December
13, 2021 31, 2020
Assets
Current assets:
Cash and cash equivalents $ 79,617 -
Receivables 1,050,000 -
Total current assets 1,129,617 -
Non-current assets:
Intangible assets:
Copyrights 5,000 -
Total Intangible assets 5,000 -
Total Assets $ 1,134,617 -
Liabilities & Members Equity
Current liabilities:
Accounts Payable 23,750 -
Total current liabilities 23,750 -
Non-current Liabilities:
Total non-current liabilities - -
Total Liabilities: $ 23,750 -
Equity:
Common Stock (12,400,000 shares issued and
-
outstanding; no par) -
Retained Earnings (accumulated deficit) - -
Paid-in capital 100,000 -
Net income (loss) 1,010,867 -
Total Equity: 1,110,867 -
Total Liabilities & Equity $ 1,134,617 -
The accompanying notes are an integral part of these financial statements.
45
STREAMLINE USA, INC.
STATEMENT OF INCOME
FOR THE PERIOD BETWEEN SEPTEMBER 9, 2020 (THE DATE OF INCEPTION) AND AUGUST
13, 2021
2021 2020
Revenue:
Revenue from copyrights transfer $ 1,050,000 -
Total revenues 1,050,000 -
Expenses:
Legal & Professional Services 39,073 -
Bank charges & fees 60 -
Total Expenses 39,133 -
Income (loss) from Operations 1,010,867 -
Other Income (Expenses):
Total Other Income (Expenses) - -
Net Income (loss) $ 1,010,867 -
The accompanying notes are an integral part of these financial statements.
STREAMLINE USA, INC.
STATEMENT OF CHANGES IN MEMBERS EQUITY AS OF AUGUST 13, 2021, AND DECEMBER 31,
2020
Common Stock
Shares Amount Paid-in Retained Earnings Total
Capital (accumulated deficit)
Beginning Balance, - - - - -
December 31, 2020
Issuance of Common 12,400,000 - - - -
stock
Paid-in Capital - - 100,000 - 100,000
Net income (loss) - - - 1,010,867 1,010,867
46
Ending Balance, 12,400,000 - 100,000 1,010,867 1,110,867
August 13, 2021
The accompanying notes are an integral part of these financial statements.
STREAMLINE USA, INC.
STATEMENT OF CASH FLOWS
AS OF AUGUST 13, 2021, AND DECEMBER 31, 2020
As of August As of December
13, 2021 31, 2021
Cash flow From Operating Activities:
Net income (loss) $ 1,010,867 -
Adjustments to reconcile net income to
net cash provided (used) by
operating activities:
Changes in:
Accounts Payable 23,750 -
Receivables (1,050,000) -
Net cash provided (used) by operating ------------ ------------
activities (15,383) -
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 in Cash 79,617 -
Cash, beginning of year -
------------ ------------
Cash, end of year (period) $ 79,617 -
The accompanying notes are an integral part of these financial statements.
47
STREAMLINE USA, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD BETWEEN SEPTEMBER 9, 2020 (THE DATE OF INCEPTION) AND AUGUST
13, 2021
About the Company & its Nature of operations
STREAMLINE USA, INC. (the Company), is a Wyoming Corporation incorporated on
September 9th, 2020. According to Management: the mission of the Company is to
capture a major share of the film and video distribution industry and Company
officials will position the company as a leader in distributing content on a
global scale. To accomplish these goals, company officials will implement a
cohesive marketing strategy utilizing direct and digital marketing initiatives
to reach its target markets. Company officials anticipate forming strategic
partnerships with entertainment industry giants. Such partnerships will create
a seamless process for its content, with a lower takeoff risk.
Fiscal year
The Company operates on a December 31st yearend.
Basis of accounting
The Companys financial statements are presented in accordance with accounting
principles generally accepted in the U.S.
Risks and Uncertainties
The Company has a limited operating history. The Company's business and
operations are sensitive to general business and economic conditions in the
United States. A host of factors beyond the Company's control could cause
fluctuations in these conditions. Adverse conditions may include, recession,
downturn or otherwise, local competition or changes in consumer taste.
These adverse conditions could affect the Company's financial condition and the
results of its operations.
48
STREAMLINE USA, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD BETWEEN SEPTEMBER 9, 2020 (THE DATE OF INCEPTION) AND AUGUST
13, 2021
Use of estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the U.S. requires management to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those estimates.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date. To increase the comparability of fair
value measures, the following hierarchy prioritizes the inputs to valuation
methodologies used to measure fair value:
Level 1 Valuations based on quoted prices for identical assets and liabilities
in active markets.
Level 2 Valuations based on observable inputs other than quoted prices
included in Level 1, such as quoted prices for similar assets and liabilities
in active markets, quoted prices for identical or similar assets and
liabilities in markets that are not active, or other inputs that are observable
or can be corroborated by observable market data.
Level 3 Valuations based on unobservable inputs reflecting our own
assumptions, consistent with reasonably available assumptions made by other
market participants. These valuations require significant judgment.
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Revenue Recognition
The Company recognizes revenue when: (1) persuasive evidence exists of an
arrangement with the customer reflecting the terms and conditions under which
the services will be provided; (2) services have been provided; (3) the fee is
fixed or determinable; and (4) collection is reasonably assured.
STREAMLINE USA, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD BETWEEN SEPTEMBER 9, 2020 (THE DATE OF INCEPTION) AND AUGUST
13, 2021
Expense Recognition
The Company recognizes and records expenses for services, supplies and other
products as they are incurred.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity
date of three months or less when purchased to be cash equivalents. The
Company had no cash equivalents as of August 13, 2021.
Accounts Payable
This account consists of payments due on legal services including registration
with the U.S. Securities and Exchange Commission (SEC) for a Reg. A+ offering.
The balance payable for this specific project totaled $15,000 as of August 13,
2021 (The total costs under the agreement which pertains to this project is
$30,000 and is recorded in Legal & Professional services). Additionally, a
payable of $3,750 is due for phase II in legal opinion services. Moreover,
$5,000 is owed to a Script Owner for the acquisition of all rights to literary
work.
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Receivables
The Company entered into an agreement with a third party (the transferee) on
August 5, 2021, where the Company agreed to transfer all rights of literary
work it owns including contents, episode briefs, literary scripts, biographies
of characters, dialogue scripts to the transferee in exchange for receiving a
payment of $1,500,000. The script was created by a third party entrusted by the
Company in October 2020, with $1,050,000 to be received within 60 days after
the agreement comes into effect and $450,000 to be received after the
transferee receives the final draft of the script.
STREAMLINE USA, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD BETWEEN SEPTEMBER 9, 2020 (THE DATE OF INCEPTION) AND AUGUST
13, 2021
The Company uses the allowance method to account for estimated uncollectible
receivables. Receivables are presented net of an allowance for doubtful
accounts. As of August 13, 2021, the Companys estimate of doubtful accounts
was zero. The Companys policy for writing off past due receivables is based on
the amount, time past due, and response received from the subject customer and
other third parties.
Intangibles
Intangible assets are stated at their historical cost. Intangible items
acquired must be recognized as assets separately from goodwill if they meet
the definition of an asset, are either separable or arise from contractual or
other legal rights, and their fair value can be measured reliably. Intangible
assets recognized on Company books as of August 13, 2021, consist of literary
work rights the Company acquired on 9 August 2021. Under the agreement, the
Company was granted a perpetual transferrable license to all motion pictures,
all television motion pictures and other television rights, together with
limited radio broadcasting rights and publication rights for advertisement,
publicity and exploitation purposes, and certain incidental and allied rights,
throughout the world, in and to the literary work and in and to the copyright
thereof and all renewals and extensions of copyright.
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The Company evaluates the recoverability of intangible assets whenever events
or changes in circumstances indicate that an intangible assets carrying amount
may not be recoverable. Such circumstances include but are not limited to the
following: 1) a significant decrease in the market value of the asset, 2) a
significant adverse change in the extent or manner in which an asset is used
3) an accumulation of costs significantly in excess of the amount originally
expected for the acquisition of the asset. The Company measures the carrying
amount of the asset against the estimated undiscounted future cash flows
associated with it. Should the sum of the expected future net cash flows be
less than the carrying value of the asset being evaluated, an impairment loss
STREAMLINE USA, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD BETWEEN SEPTEMBER 9, 2020 (THE DATE OF INCEPTION) AND AUGUST
13, 2021
would be recognized. The impairment loss would be calculated as the amount by
which the carrying value of the asset exceeds its fair value. The fair value
is measured based on quoted market prices, if available. If quoted market
prices are not available, the estimate of fair value is based on various
valuation techniques, including the discounted value of the estimated future
cash flows. The evaluation of asset impairment requires the Company to make
assumptions about future cash
flows over the life of the asset being evaluated. These assumptions require
significant judgement and actual results may differ from assumed and estimated
amounts.
No impairment charges were made as of August 13, 2021.
Equity
Under the articles of incorporation, the total number of shares that the
Corporation has the authority to issue is unlimited shares of Common stock at
no par. As of August 13, 2021, and December 31, 2020, twelve million four
52
hundred thousand (12,400,000) and nil shares of common stock have been issued
and are outstanding, respectively. The transfer of shares is unrestricted,
except as provided by any future buy-sell agreement signed by all stockholders
and the Capital stock, after the amount of the subscription price has been
paid in, is not subject to assessment to pay the debts of the corporation.
Income taxes
The Company is subject to tax filing requirements as a corporation in the
federal jurisdiction of the United States.
The Company is subject to franchise tax filing requirements in the State of
Wyoming.
Contingencies
The Company is not currently involved with and does not know of any pending or
threatening litigation against the Company or its members.
STREAMLINE USA, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD BETWEEN SEPTEMBER 9, 2020 (THE DATE OF INCEPTION) AND AUGUST
13, 2021
Subsequent events
The Company evaluated subsequent events through August 15th, 2021, the date on
which the financial statements were available to be issued. There are no
additional events that have occurred such that adjustments to the amounts or
disclosures presented in the notes to the financial statements are warranted.
53
SUPPLEMENT D.
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.
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 Third Preliminary Offering Circular to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
Culver City, California, on November 19, 2021.
Exact name of Issuer as specified in its charter: Streamline USA, Inc.
November 19, 2021
By:
Ruben Igielko-Herrlich
_________________________________
Principal Executive Officer & Board Chair
Dapeng Ma
__________________________________
Board Member
Yitian Xue
___________________________________
Principal Financial Officer, Principal
Accounting Officer & Board Member
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ARCHIVE CERTIFICATE
I HEREBY CERTIFY that on the 11th day of November, 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
55