PART II AND III 2 f1apos2017a7_streamnet.htm PRELIMINARY PROSPECTUS SUPPLEMENT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST QUALIFICATION AMENDMENT NO. 7 TO

FORM 1-A

REGULATION A OFFERING STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

StreamNet, Inc.

 

Corporate:

StreamNet, Inc.

7582 Las Vegas Blvd.

Las Vegas, Nevada 89123

(702) 721-9915

http://www.StreamNet.TV

 

Best Efforts Offering of 3,600,000 Common Stock Shares
Offering Price per Common Stock Share: $5.00 USD
Minimum Offering: 4,000 Common Stock Shares ($20,000 USD)

 

The proposed sale will begin as soon as practicable after this Offering Circular has qualified by the Securities and Exchange Commission. A maximum of 3,600,000 Common Stock Shares are being offered to the public at $5.00 per Share by the Company. The minimum number of Common Stock Shares that must be sold prior to the Company having access to the Investment Proceeds is 4,000 for a total of $20,000. A maximum of $18,000,000 will be received by the Company from the offering. In addition, 360,000 shares of Common Stock are being offered by a selling shareholder. The Company will receive all proceeds from the sale of Securities but none from the sale of securities by the selling shareholder.

 

The Offering will commence promptly after the date of this Offering Circular and will close (terminate) upon the earlier of (1) the sale of 3,600,000 Common Stock Shares by the Company and 360,000 shares by the selling shareholder, (2) One Year from the date that this Post Qualification AMENDMENT NO. 7 to the Offering is Qualified by the United States Securities and Exchange Commission, or (3) a date prior to the one year anniversary of this Post Qualification AMENDMENT NO. 7 to the Offering being Qualified by the United States Securities and Exchange Commission as so determined by the Company’s Management (the “Offering Period”).

 

The United States Securities and Exchange Commission (the “SEC”) does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration.

 

DATED: March 18, 2019

 

 

 

 

 

 

THERE IS AT THIS TIME, NO PUBLIC MARKET FOR THE SECURITIES

 

THE COMPANY HAS MADE ARRANGEMENTS TO PLACE FUNDS RAISED THROUGH THIS OFFERING IN AN ESCROW MAINTAINED BY ISSUER DIRECT CORP. ANY INVESTOR WHO PURCHASES SECURITIES IN THIS OFFERING WILL HAVE NO ASSURANCE THAT OTHER PURCHASERS WILL INVEST IN THE OFFERING. ACCORDINGLY, IF THE COMPANY SHOULD FILE FOR BANKRUPTCY PROTECTION, OR A PETITION FOR INSOLVENCY BANKRUPTCY IS FILED BY CREDITORS AGAINST THE COMPANY, INVESTOR FUNDS WILL BECOME PART OF THE BANKRUPTCY ESTATE AND ADMINISTERED ACCORDING TO THE BANKRUPTCY LAWS.

 

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURATE OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION, HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

 

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, THE COMPANY ENCOURAGES YOU TO REVIEW RULE 251 (d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, THE COMPANY ENCOURAGES YOU TO REFER TO WWW.INVESTOR.GOV

 

THE COMPANY IS FOLLOWING THE “OFFERING CIRCULAR” FORMAT OF DISCLOSURE UNDER REGULATION A

 

 

 

 

TABLE OF CONTENTS:

 

Item #   Description   Page #
Item 2   Distribution & Spread   4
Item 3   Summary Information & Risk Factors   6
Item 4   Dilution   15
Item 5   Plan for Distribution   17
Item 6   Use of Proceeds to the Issuer   19
Item 7   Description of Business   21
Item 8   Description of Company Property   30
Item 9   Management’s Discussion and Analysis of Financial Condition and Results of Operation   30
Item 10   Directors, Executive Officers, and Significant Employees   32
Item 11   Executive Compensation   34
Item 12   Security Ownership of Certain Beneficial Owners and Management   35
Item 13   Interest of Management and Others in Certain Transactions   35
Item 14   Securities Being Offered   36
Item 15   Additional Information Regarding Mandatory Shareholder Arbitration   38
Financial   Financial Statements Section   F-1

 

3

 

ITEM 2: DISTRIBUTION SPREAD

 

  

Number of

Securities Offered

  

Offering

Price

  

Selling

Commissions

  

Proceeds to

Company

 
Per Security      $5.00   $0.50   $4.50 
Total Minimum   4,000   $20,000   $2000.00   $18,000 
Total Maximum   3,600,000   $18,000,000   $1,800,000.00   $16,200,000 
Common Shares by Selling Shareholders   360,000   $5.00   $0.00   $0.00 

 

1) We are offering a maximum of 3,600,000 shares of common stock at the price indicated.  The Selling Shareholder is offering up to 360,000 shares of common stock at the price indicted.

 

2) Additional Fees for Legal Review and Opinion(s), Accounting Costs, Underwriting fees, and costs related to the drafting of this Registration Statement and Professional Services Fees should not exceed $75,000 USD. Any costs above $75,000 will be paid by the Executives of the Company.

 

3) The Shares will be offered on a “best-efforts” basis by the Company’s Officers, Directors and Employees, and may be offered through Broker-Dealers who are registered with the Financial Industry Regulatory Authority (“FINRA”), or through other appropriate and legal independent referral sources. As of the date of this Offering Statement, a Managing Broker-Dealer Agreement had been entered by the company with SW Financial, LLC (“SW”). Selling commissions of 10% shall be paid to Managing Broker-Dealer and Participating Broker-Dealers who are members of FINRA and are registered with the SEC with respect to sales of Shares made by them. The Company has entered into an Agreement with the Managing Broker-Dealer to purchase “Underwriter Warrants” of up to no more than 10% of the shares sold. A copy of the agreement will be filed with the United States Securities and Exchange Commission as an Exhibit to an amended Registration Statement of which this Offering is part. 

 

4) The Shares are being Offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 Offerings. The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A.

 

THIS OFFERING STATEMENT CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY CONCERNING THIS OFFERING, AND 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 OFFERING STATEMENT.

 

THIS OFFERING STATEMENT CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY CONCERNING THIS OFFERING, AND 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 OFFERING STATEMENT.

 

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING STATEMENT OR SELLING LITERATURE.

  

INVESTMENT IN SMALL BUSINESSES INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSURER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

 

4

  

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER MADE BY THIS OFFERING STATEMENT, NOR HAS ANY PERSON BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS OFFERING STATEMENT, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON. THIS OFFERING STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICIATION WOULD BE UNLAWFUL OR ANY PERSON TO WHO IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICIATION. NEITHER THE DELIVERY OF THIS OFFERING STATEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE AS HAS BEEN NO CHANGE IN THE AFFAIRS OF OUR COMPANY SINCE THE DATE HEREOF.

 

THIS OFFERING STATEMENT MAY NOT BE REPRODUCED IN WHOLE OR IN PART. THE USE OF THIS OFFERING STATEMENT FOR ANY PURPOSE OTHER THAN AN INVESTMENT IN SECURITIES DESCRIBED HEREIN IS NOT AUTHORIZED AND IS PROHIBITED.

 

THIS OFFERING IS SUBJECT TO WITHDRAWAL OR CANCELLATION BY THE COMPANY AT ANY TIME AND WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART NOTWITHSTANDING TENDER OF PAYMENT OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE NUMBER OF SECURITIES SUBSCRIBED FOR BY SUCH INVESTOR.

 

THE OFFERING PRICE OF THE SECURITIES IN WHICH THIS OFFERING CIRCULAR RELATES HAS BEEN DETERMINED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFIC RELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

 

NASAA UNIFORM LEGEND:

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY THE FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

 

5

  

ITEM 3. SUMMARY INFORMATION, RISK FACTORS AND DILUTION

 

Investing in the Company’s Securities is very risky. You should be able to bear a complete loss of your investment. You should carefully consider the following factors, including those listed in this Securities Offering.

 

Emerging Growth Company Status

 

The Company is an “emerging growth company” as defined in the Jumpstart our Business Startups Act (“JOBS Act”). For as long as the Company is an emerging growth company, the Company may take advantage of specified exemptions from reporting and other regulatory requirements that are otherwise applicable generally to other public companies. These exemptions include:

 

  An exemption from providing an auditor’s attestation report on management’s assessment of the effectiveness of the Company’s systems of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002;
  An exemption from compliance with any new requirements adopted by the Public Accounting Oversight Board (“PCAOB”), requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;
  An exemption from compliance with any other new auditing standards adopted by the PCAOB after April 5th, 2012, unless the United States Securities and Exchange Commission (“SEC”) determines otherwise; and
  Reduced disclosure of executive compensation.

 

In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, the Company has chosen to “opt out” of such extended transition period and, as a result, the Company will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. The Company’s decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

 

The Company will cease to be an “emerging growth company” upon the earliest of (i) when the Company has $1.0 Billion or more in annual revenues, (ii) when the Company has at least $700 Million in market value of the Company’s Common Units held by non-affiliates, (iii) when the Company issues more than $1.0 Billion of non-convertible debt over a three-year period, or (iv) the last day of the fiscal year following the fifth anniversary of the Company’s Initial Public Offering.

 

Broadcast Media / Media Broadcasting Company Investment Industry Risks

 

Media Broadcasting Industry investments are subject to varying degrees of risk. The yields available from equity investments in Media Broadcasting Companies depends on the amount of income earned and capital appreciation generated by the company as well as the expenses incurred in connection therewith. If any of the Company’s products or services does not generate income sufficient to meet operating expenses, the Company’s Common Stock value could adversely be affected. Income from, and the value of, the Company’s products and services may be adversely affected by the general economic climate, Broadcast Media market conditions such as oversupply of related products and services, or a reduction in demand for Broadcast Media products and services in the areas in which the Company’s products and services are located, competition from other Media Broadcasting products and services suppliers, and the Company’s ability to provide adequate Broadcast Media products and services. Revenues from the Company’s products and services are also affected by such factors such as the costs of production and general regional and national market conditions.

 

Because Media Broadcasting Industry investments are relatively illiquid, the Company’s ability to vary its Broadcast Media products and services portfolio promptly in response to economic or other conditions is limited. The relative illiquidity of its holdings could impede the Company’s ability to respond to adverse changes in the performance of its assets. No assurance can be given that the fair market value of the assets acquired by the Company will not decrease in the future. Investors have no right to withdrawal their equity commitment or require the Company to repurchase their respective Common Stock interests and the transferability of the Common Stock Shares is limited. Accordingly, investors should be prepared to hold their investment interest until the Company is dissolved and its assets are liquidated.

 

6

 

The Company is Entirely Dependent on its Internet Content for Digital Broadcast for use by Televisions, Computers and Mobile Devices, and the Company’s Future Revenue Depends On Its Commercial Success

 

The Company’s future development and growth depends on the commercial success of the Company’s Internet Broadcast content delivery service. The Company’s streaming service, or other services under development, may not achieve widespread market acceptance. The Company has recently begun to commercially introduce its service for the delivery of digital video (with audio), and the Company’s future growth will depend, in part, on customer acceptance of this service. Failure of the Company’s current and planned services to operate as expected could delay or prevent their adoption. If the Company’s targeted customers do not purchase and successfully deploy the Company’s planned services, the Company’s revenue will not grow significantly the Company’s business, results of operations and financial condition will be seriously harmed. In addition, to the extent that the Company promotes any portion of its streaming technology as an industry standard by making it readily available to users for little or no charge, the Company may not receive revenue that might otherwise have been received by the Company.

 

The Internet Content Delivery Market for Television, Computer and Mobile Devices is Relatively New, and the Company’s Business will Suffer if it Does Not Continue to Develop as the Company Expects

 

The market for Internet content delivery services to televisions, computers and mobile devices is relatively new. The Company cannot be certain that a viable market for the Company’s Broadcast technology service will emerge or be sustainable. If this market does not develop, or develops more slowly than the Company expects, the Company’s business, results of operations and financial condition will be seriously harmed.

 

ANY FAILURE OF THE COMPANY’S INTERNET BROADCAST NETWORK INFRASTRUCTURE COULD LEAD TO SIGNIFICANT COSTS AND DISRUPTIONS WHICH COULD REDUCE THE COMPANY’S REVENUE AND HARM THE COMPANY’S BUSINESS, FINANCIAL RESULTS AND REPUTATION.

 

The Company’s business is dependent on providing its customers with fast, efficient and reliable Internet Broadcasted content. To meet these customer requirements, the Company must protect its network infrastructure against damage from:

 

  Human Error;
  Physical and Electronic Security Breaches;
  Fire, Earthquake, Flood and other Natural Disasters;
  Power Loss;
  Sabotage and Vandalism; and
  Similar Events.

  

Any Failure of the Company’s Telecommunications Providers to Provide Required Transmission Capacity to the Company Could Result in Interruptions in the Company’s Service

 

The Company’s operations are dependent upon transmission capacity provided by third-party telecommunications providers. Any failure of such telecommunications providers to provide the capacity that the Company requires may result in a reduction in, or termination of, service to the Company’s customers. This failure may be a result of the telecommunications providers or Internet service providers choosing services that are competitive with the Company’s service, failing to comply with or terminating their agreements with the Company, or otherwise not entering into relationships with the Company at all, or on terms commercially acceptable to the Company. If the Company does not have access to third-party transmission capacity, the Company could lose customers or fees charged to such customers, and the Company’s business and financial results could suffer.

 

THE MARKETS IN WHICH THE COMPANY OPERATES ARE HIGHLY COMPETITVE AND THE COMPANY MAY BE UNABLE TO COMPETE SUCCESSFULLY AGAINST NEW ENTRANTS AND ESTABLISHED COMPANIES WITH GREATER RESOURCES.

 

7

 

The Company competes in markets that are new, intensely competitive, highly fragmented and rapidly changing. Many of the Company’s current competitors, as well as a number of the Company’s potential competitors, have longer operating histories, greater name recognition and substantially greater financial, technical and marketing resources than the Company does. Some of the Company’s current or potential competitors have the financial resources to withstand substantial price competition. Moreover, many of the Company’s competitors have more extensive customer bases, broader customer relationships and broader industry alliances that they could use to their advantage in competitive situations, including relationships with many of the Company’s potential customers. The Company’s competitors may be able to respond more quickly than the Company can to new or emerging technologies and changes in customer requirements.

 

As competition in the Internet content delivery market continues to intensify, new solutions will come to market. The Company is aware that other companies will in the future focus significant resources on developing and marketing digital broadcast products and services that will compete with the Company’s products and services.

 

Increased competition could result in:

 

  Price and Revenue Reductions and Lower Profit Margins;
  Increased Cost of Service from Telecommunications Providers;
  Loss of Customers; and
  Loss of Market Share

 

Any one of these could materially and adversely affect the Company’s business, financial condition and results of operations.

 

The Company’s Business will suffer if the Business is Not Able to Scale It’s Network as Demand Increases

 

The Company has had only limited deployment of its Internet Broadcast content delivery service to date, and the Company cannot be certain that its network can connect and manage a substantially larger number of customers at high transmission speeds. The Company’s network may not be scalable to expected customer levels while maintaining superior performance. In addition, as customers’ usage of bandwidth increases, the Company will need to make additional investments in its infrastructure to maintain adequate downstream data transmission speeds. The Company cannot assure you that it will be able to make these investments successfully or at an acceptable cost. Upgrading the Company’s infrastructure may cause delays or failures in the Company’s network. As a result, in the future the Company’s network may be unable to achieve or maintain a sufficiently high transmission capacity. The Company’s failure to achieve or maintain high capacity data transmission could significantly reduce demand for the Company’s service, reducing the Company’s revenue and causing the Company’s business and financial results to suffer.

 

The Company’s Business will suffer if the Company Does Not Respond to Technological Changes

 

The market for Internet content delivery services is likely to be characterized by rapid technological change, frequent new product and service introductions and changes in customer requirements. The Company may be unable to respond quickly or effectively to these developments. If competitors introduce products, services or technologies that are better than that of the Company, or that gain greater market acceptance, or if new industry standards emerge, our Internet based broadcast technology may become obsolete, which would materially and adversely affect the Company’s business, results of operations and financial condition.

 

In developing the Company’s Internet based broadcast service, the Company has made, and will continue to make, assumptions about the standards that the Company’s customers and competitors may adopt. If the standards adopted are different from those which the Company may now or in the future promote or support, market acceptance of the Company’s service may be significantly reduced or delayed and the Company’s business will be seriously harmed. In addition, the introduction of services or products incorporating new technologies and the emergence of new industry standards could render the Company’s existing services obsolete.

 

8

 

If the Company Fail to Promote and Maintain Its Brand in the Market, the Company’s Business, Operating Results, Financial Condition, and Its Ability to Attract Customers will be Materially Adversely Affected

 

The Company’s success depends on the Company’s ability to create and maintain brand awareness for its Internet Broadcasting Products and Services. This may require a significant amount of capital to allow the Company to market the Company’s Internet Broadcasting products and services, and to establish brand recognition and customer loyalty. Many of the Company’s competitors in this market are larger than the Company and have substantially greater financial resources than that of the Company. Additionally, many of the companies offering similar products have already established their brand identity within the marketplace. The Company can offer no assurances that it will be successful in establishing awareness of the Company’s brand, allowing the Company to compete in this market. The importance of brand recognition will continue to increase because of low barriers of entry to the industries in which the Company operates, and may result in an increased number of direct competitors. To promote the Company’s brands, the Company may be required to continue to increase its financial commitment to creating and maintaining brand awareness. The Company may not generate a corresponding increase in revenue to justify these costs.

 

If Studios, Content Providers or Other Rights Holders Refuse to License Streaming Content or Other Rights Upon Terms Acceptable to the Company, the Company’s Business Could be Adversely Affected

 

The Company’s ability to provide its members with content they can watch and/or listen to instantly depends on studios, content providers and other rights holders licensing rights to distribute such content and certain related elements thereof, such as the public performance of music contained within the content that the Company distributes. The license periods and the terms and conditions of such licenses vary. If the studios, content providers and other rights holders are not, or are no longer willing, or are unable to license to the Company upon terms that are acceptable to the Company, the Company’s ability to stream content to the Company’s Members will be adversely affected and/or the Company’s costs could increase. Many of the licenses for content provide for the studios or other content providers to withdraw content from the Company’s service relatively quickly. Because of these provisions, as well as other actions the Company may take, content available through the Company’s streaming service can be withdrawn on short notice. As competition increases, the Company may see the cost of programming increase. As the Company seeks to differentiate its service, the Company is increasingly focused on securing certain exclusive rights when obtaining content, including original content. The Company is also be focused on programming an overall mix of content that delights the Company’s members in a cost efficient manner. Within this context, the Company will be selective about the titles that it adds, and renews to its service. If the Company does not maintain a compelling mix of content, the Company’s member acquisition and retention numbers may be adversely affected.

  

Music contained within content that it distributes may require the Company to obtain licenses for such distribution. In this regard, the Company will engage in negotiations with performing rights organizations and collection societies (“PROs”) that hold certain rights to music interests when “publicly performed” or “communicated to the public” in connection with streaming content into various territories. If the Company is unable to reach mutually acceptable terms with these organizations, the Company could become involved in litigation and/or could be enjoined from distributing certain content, which could adversely impact the Company’s business. Additionally, pending and ongoing litigation, as well as negotiations between certain PROs and other third parties in various territories could adversely impact the Company’s negotiations with PROs, or result in music publishers represented by certain PROs to unilaterally withdraw rights, and thereby adversely impact the Company’s ability to reach licensing agreements acceptable to the Company. Failure to reach such licensing agreements could expose the Company to potentially liability for copyright infringement or otherwise increase the Company’s cost(s).

 

The Company is Reliant on Key Individuals

 

The Company currently is heavily reliant on the services of one individual, Mr. Darryl Payne, the Company’s Founder and Chief Executive Officer. The departure or loss of Mr. Payne may negatively affect the Company’s business, unless a suitable replacement can be found in a timely fashion. The Company has not purchased key man life insurance for Mr. Payne.

 

9

 

The Company Could Potentially Face Risks Associated with Borrowing

 

Although the Company does not intend to incur any additional debt from the investment commitments provided in this offering, should the company obtain secure bank debt in the future, possible risks could arise. If the Company incurs additional indebtedness, a portion of the Company’s cash flow will have to be dedicated to the payment of principal and interest on such new indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair the Company’s operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of shareholders of the Company. A judgment creditor would have the right to foreclose on any of the Company’s assets resulting in a material adverse effect on the Company’s business, operating results or financial condition.

 

Unanticipated Obstacles to Execution of the Business Plan

 

The Company’s business plans may change significantly. Many of the Company’s potential business endeavors are capital intensive and may be subject to statutory or regulatory requirements. Management believes that the Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events.

 

Management Discretion as to Use of Proceeds

 

The net proceeds from this Offering will be used for the purposes described under “Use of Proceeds.” The Company reserves the right to use the funds obtained from this Offering for other similar purposes not presently contemplated which it deems to be in the best interests of the Company and its Investors in order to address changed circumstances or opportunities. As a result of the foregoing, the success of the Company will be substantially dependent upon the discretion and judgment of Management with respect to application and allocation of the net proceeds of this Offering. Investors for the Shares offered hereby will be entrusting their funds to the Company’s Management, upon whose judgment and discretion the investors must depend.

 

Control by a Limited Number of Shareholder

 

As of September 1, 2017 the Company’s Managers owned approximately 85.8% of the Company’s outstanding Common Stock Shares. Upon completion of this Offering, the Company’s Management will own approximately 73.0% of the Company’s outstanding Common Stock Shares of the Company. As a result, even if all of the Shares being offered for sale by this Offering are sold, the Company’s Management will control the election of the directors of the Company and the outcome of any vote on any other matter.

 

The Company’s Revenues and Operating Results May Fluctuate

 

The Company’s revenues and operating results may fluctuate from quarter-to-quarter and year-to-year, and are likely to continue to vary due to a number of factors, many of which are not within the Company’s control. Thus, revenues and operating results for any future period are not predictable with any significant degree of certainty. For these reasons, comparing the Company’s operating results on a period-to-period basis may not be meaningful. Investors should not rely on the Company’s past results as an indication of the Company’s future performance.

 

10

 

Fluctuations in the Company’s operating results and financial condition may occur due to a number of factors, including, but not limited to, those listed below and those identified through this “Risk Factors” section:

 

  The extent of turnover of the Company’s customers in any period;
  The degree of market acceptance of the Company’s Internet Broadcast Service;
  Development of new competitive Internet Broadcasting Services by others;
  The Company’s response to price competition;
  Delays between the Company’s expenditures to develop and market new Internet Broadcasting Products and Services in new areas and the generation of sales from those new Internet Broadcasting Products and Services;
  Changes in the amount that the Company spends to promote its Internet Broadcasting Service;
  General economic and industry conditions that affect the Company’s potential customers; and
  Changes in accounting rules and tax laws.

 

Due to the foregoing factors, Investors should not rely on quarter-to-quarter or year-to-year comparisons of the Company’s operating results as an indicator of future performance.

 

Return of Profits

 

The Company has never declared or paid any cash dividends on its Common Stock. The Company currently intends to retain future earnings, if any, to finance the expansion of the Company’s Operations and Holdings. As a result, the Company does not anticipate paying any cash dividends to its Common Stock Holders for the foreseeable future.

 

No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets

 

In certain cases, the Company may rely on trade secrets to protect intellectual property, proprietary technology and processes, which the Company has acquired, developed or may develop in the future. There can be no assurances that secrecy obligations will be honored or that others will not independently develop similar or superior products or technology. The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area. The Company, in common with other investment funds, may also be subject to claims by other parties with regard to the use of intellectual property, technology information and data, which may be deemed proprietary to others.

 

The Company’s continuing as a Going Concern Depends Upon Financing

 

If the Company does not raise sufficient working capital and continues to experience pre-operating losses, there will most likely be substantial doubt as to its ability to continue as a going concern. Because the Company has generated no revenue, all expenditures during the development stage have been recorded as pre-operating losses. Revenue operations have not commenced because the Company has not raised the necessary capital.

 

The Company has Never Paid Cash Dividends on its Common Stock, and the Company Does Not Anticipate Paying Any Cash Dividends in the Foreseeable Future. Therefore, if the Company’s Common Stock Share Price Does Not Appreciate, Investors in the Company’s Common Stock May Not Gain, and Could Potentially Lose Their Investment in the Company’s Common Stock

 

The Company has never declared, or paid cash dividends on its Common Stock, and the Company does not anticipate paying any cash dividends on its Common Stock after this Offering, or in the foreseeable future. The Company currently intends to retain all available funds and any future earnings to fund the development and growth of its business. As a result, capital appreciation, if any, of the Company’s Common Stock will be the Investors’ sole source of gain for the foreseeable future.

 

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Certain Factors Related to the Company’s Common Stock

 

Because the Company’s Common Stock may be considered a “penny stock,” and a shareholder may have difficulty selling shares in the secondary trading market.

 

The Company’s Common Stock Securities may be subject to certain rules and regulations relating to “penny stock” (generally defined as any equity security that has a price less than $5.00 per share, subject to certain exemptions). Broker-dealers who sell penny stocks are subject to certain “sales practice requirements” for sales in certain nonexempt transactions (i.e., sales to persons other than established customers and institutional “qualified investors”), including requiring delivery of a risk disclosure document relating to the penny stock market and monthly statements disclosing recent price information for the penny stocks held in the account, and certain other restrictions. For as long as the Company’s Common Stock is subject to the rules on penny stocks, the market liquidity for such securities could be significantly limited. This lack of liquidity may also make it more difficult for the Company to raise capital in the future through sales of equity in the public or private markets.

 

The price of the Company’s Common Stock may be volatile, and a shareholder’s investment in the Company’s Common Stock could suffer a decline in value.

 

There could be significant volatility in the volume and market price of the Company’s Common Stock, and this volatility may continue in the future. The Company’s Common Stock may in the future be listed on the OTC Markets including OTC Pink Markets, “OTCQB” or “OTCQX”, where there is a great chance for market volatility for securities that trade on these markets as opposed to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available quotations, the absence of consistent administrative supervision of “bid” and “ask” quotations and generally lower trading volume. In addition, factors such as quarterly variations in our operating results, changes in financial estimates by securities analysts or our failure to meet our or their projected financial and operating results, litigation involving us, actions by governmental agencies, national economic and stock market considerations as well as other events and circumstances beyond our control could have a significant impact on the future market price of our Common Stock and the relative volatility of such market price.

 

 Secondary Market

 

Prior to this offering, there has been no public market for the Company’s Common Stock. There are no assurances that the Company’s Common Stock will ever be listed on any regulated securities exchange. There can be no assurance that an active trading market for the Company’s Common Stock will develop, or, if developed, that an active trading market will be maintained. If an active market is not developed or sustained, the market price and liquidity of the Company’s Common Stock may be adversely affected.

 

The company is currently preparing an application for the company to be admitted to listing on the NASDAQ market. There can be no assurance that a liquid market for the Securities will develop or, if it does develop, that it will continue. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Securities easily or at prices that will provide them with yield comparable to similar investments that have a developed secondary market. Illiquidity may have a severely adverse effect on the market value of the Securities and investors wishing to sell the Securities might therefore suffer losses.

 

The Company’s Securities initially may be listed for trade on a Closed Trading System with Limited Volume and Liquidity

 

The Company’s securities may not be freely quoted for trading on any stock exchange or through any other traditional trading platform. The Company’s securities may be issued, available for purchase and may be traded exclusively on a specific trading system that is registered with the United States Securities and Exchange Commission as an “Alternative Trading System” or an “ATS”. The Company does not have any plans to trade its securities on a specific ATS as of the date of this filing. Any disruptions to the operations of an ATS or a Broker Dealer’s Customer Interface with an ATS would materially disrupt trading in, or potentially result in a complete halt in the trading.

 

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Because the Company’s Securities may be traded exclusively on a closed trading system, it is a possibility that there will be a limited number of holders of the Company’s Securities. In addition, and ATS is likely to experience limited trading volume with a relatively small number of securities trading on the ATS platform as compared to securities trading on traditional securities exchanges or trading platforms. As a result, this novel trading system may have limited liquidity, resulting in a lower or higher price, or greater volatility than would be the case with greater liquidity. Investors may not be able to resell their securities on a timely basis, or at all.

 

The Number of Securities Traded on an ATS May be Very Small, Making the Market Price More Easily Manipulated

 

While the Company understands that many ATS platforms have adopted policies and procedures such that security holders are not free to manipulate the trading of securities contrary to applicable law, and while the risk of market manipulation exists in connection with the trading of any securities, the risk may be greater for the Company’s Securities because the ATS the Company chooses may be a closed system that does not have the same breath of market and liquidity as the national market system. There can be no assurance that the efforts by an ATS to prevent such behavior will be sufficient to prevent such market manipulation.

 

An ATS is Not a Stock Exchange and has Limited Quoting Requirements for Issuers, of for the Securities Held

 

Unlike the more expansive listing requirements, policies and procedures of the NASDAQ Global Market or other NMS Trading Platforms, there are no minimum price requirements and limited listing requirements for securities to be traded on an ATS. As a result, trades of the Company’s Securities may not be at prices that represent the national best bid or offer prices that could be considered similar securities.

 

Shares of the Company’s Common Stock may in the future be Subject to the Penny Stock Rules

 

The Company plans to list its securities on the OTC Markets Group’s OTCQB or OTCQB in 12 to 36 months of the completion of this Offering. Company’s Common Stock may in the future if traded on the OTC Market Group’s “OTCQB”, which may well make it difficult for a purchaser of Shares of the Company’s Common Stock to sell all, or a party of the Common Stock Shares when the purchasers wish, or, if the Common Stock Shares can be sold, to get what the purchaser may consider to be an adequate price for the Common Stock Shares. The Shares of the Company’s Common Stock may trade at prices which make them subject to the United States Securities and Exchange Commission’s “Penny Stock Rules”, which may also limit the liquidity of the Common Stock Shares, or adversely affect the price at which the Common Stock Shares can be sold, or both.

 

The Company Cannot Assure Investors that the Market for the Company’s Common Stock will Continue at any Trading Volume, or that the Market Price of Shares of the Company’s Common Stock Will Not Decline

 

The Company cannot predict the prices at which the Company’s Common Stock will trade. The offering price for the Shares being sold in this Offering has been determined by the Company based largely on the Company’s perception of the amount of money in which the Company needs to raise at this time to grow the Company. The Company cannot assure you that the Offering price per Share will bear any relationship on the market price of the Company’s Common Stock may trade.

 

The Market Price for the Company’s Common Stock May Fluctuate Significantly

 

The market price and liquidity of the market for the Company’s Shares of Common Stock that will prevail in the market may be higher or lower than the price that Investors of the Company’s Common Stock pay for the Common Stock at the time of purchase, and may be significantly affected by numerous factors, some of which are beyond the control of the Company, and may not be directly related to the Company’s operating performance. These factors include, but are not limited to:

 

  Significant volatility in the market price and trading volume of securities of companies in the Company’s Market Sector, which is not necessarily related to the operating performance of these companies;
  The mix of products that the Company provides during any period;

 

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  Delays between the Company’s expenditures to develop and market the Company’s products, and the generation of sales from those marketing efforts;
  Changes in the amount that the Company spends to expand its products to new areas, or to develop new products;
  Changes in the Company’s expenditures to promote its services;
  Announcements of acquisitions by the Company, or one of the Company’s competitors;
  Changes in regulatory policies or tax guidelines;
  Changes or perceived changes in earnings, or variations in operating results;
  Any shortfall in revenue, or net income, or any increase in losses from levels expected by Investors or securities analysts; and
  General economic trends and other external factors.

  

If Equity Research Analysts Do Not Publish Research Reports about the Company, of if the Research Analysts Issue Unfavorable Commentary or Downgrade the Company’s Common Stock Shares, the Price of the Company’s Common Stock Shares Could Decline

 

The trading market for the Company’s Common Stock Shares will rely in part on the research and reports that equity research analysts publish about the Company, and the Company’s business. The Company does not have control over research analysts, and the Company does not have commitments from research analysts to write research reports about the Company. The price of the Company’s Common Stock Shares could decline if one or more equity research analysts downgrades the Company’s Common Stock Shares, issues an unfavorable commentary, or ceases publishing reports about the Company.

 

Future Sales of the Company’s Shares Could Reduce the Market Price of the Company’s Common Stock Shares

 

The price of the Company’s Common Stock could decline if there are substantial sales of the Company’s Common Stock, particularly by the Company’s Directors or its Executive Officer(s), or when there is a large number of Shares of the Company’s Common Stock available for sale. The perception in the public market that the Company’s Stockholders might sell the Company Shares could also depress the market price of the Company’s Shares. If this occurs, or continues to occur, it could impair the Company’s ability to raise additional capital through the sale of securities should the Company desire to do so.

 

Raising Additional Capital by Issuing Securities May Cause Dilution to the Company’s Shareholders

 

The Company may need to, or desire to, raise substantial additional capital in the future. The Company’s future capital requirements will depend on many factors, including, among others:

 

  The Company’s degree of success in capturing a larger portion of its internet entertainment business;
  The costs of establishing or acquiring sales, marketing, and distribution capabilities for the Company’s services;
  The extent to which the Company acquires or invests in businesses, products, or technologies, and other strategic relationships; and
  The costs of financing unanticipated working capital requirements and responding to competitive pressures.

 

If the Company raises additional funds by issuing equity or convertible debt securities, the Company will reduce the percentage of ownership of the then-existing shareholders, and the holders of those newly-issued equity or convertible debt securities may have rights, preferences, or privileges senior to those possessed by the Company’s then-existing shareholders. Additionally, future sales of a substantial number of shares of the Company’s Common Stock, or other equity-related securities in the public market could depress the market price of the Company’s Common Stock and impair the Company’s ability to raise capital through the sale of additional equity or equity-linked securities. The Company cannot predict the effect that future sales of the Company’s Common Stock, or other equity-related securities would have on the market price of the Company’s Common Stock.

 

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Offering Price

 

The price of the Securities offered has been arbitrarily established by our current Officers and Directors, considering such matters as the state of the Company’s business development and the general condition of the industry in which it operates. The Offering price bears little relationship to the assets, net worth, or any other objective criteria.

 

Compliance with Securities Laws

 

The Company’s Securities are being offered for sale in reliance upon certain exemptions from the registration requirements of the Securities Act, and applicable state securities laws. If the sale of Securities were to fail to qualify for these exemptions, purchasers may seek rescission of their purchases of Securities. If a number of purchasers were to obtain rescission, we would face significant financial demands, which could adversely affect the Company as a whole, as well as any non-rescinding purchasers.

 

NOTICE REGARDING AGREEMENT TO ARBITRATE

 

THIS OFFERING STATEMENT REQUIRES THAT ALL INVESTORS ARBITRATE ANY DISPUTE ARISING OUT OF THEIR INVESTMENT IN THE COMPANY. ALL INVESTORS FURTHER AGREE THAT THE ARBITRATION WILL BE BINDING AND HELD IN THE STATE OF NEVADA, IN THE COUNTY OF CLARK. EACH INVESTOR ALSO AGREES TO WAIVE ANY RIGHTS TO A JURY TRIAL. OUT OF STATE ARBITRATION MAY FORCE AN INVESTOR TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. OUT OF STATE ARBITRATION MAY ALSO COST AN INVESTOR MORE TO ARBITRATE A SETTLEMENT OF A DISPUTE.

 

ITEM 4. DILUTION

 

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash from outside investors, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of the new investors stake is diluted because each share of the same type is worth the same amount, and the new investor has paid more for the shares than earlier investors did for theirs.

 

If you purchase shares in this Offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this Offering and the net tangible book value per share of our Common Stock after this Offering.

 

Darryl Payne has spent many years investing and buying rights to intellectual master recordings of iconic performers, which have been contributed to the Company and consequently provide substantial long term value. Nevertheless, because he is an affiliate that intellectual property is not recorded as an asset on our financial statements. As a consequence, the company’s net tangible book value as of December 31, 2016 is -$20,054. Historical net tangible book value per share equals the amount of our total tangible assets less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

 

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The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, 100% of the offering or the minimum of 20,000 of the shares offered for sale in the offering.

 

Book Value Per Share Before Offering     Maximum   Minimum 
Stockholder equity (deficit)     $(368,311)  $(368,331)
Subtract: intangible assets      -    - 
              
Net Tangible Book Value Before      (368,311)   (368,331)
Number of Shares Outstanding      23,668,900    23,668,900 
              
Net Tangible Book Value Per Share Before      (0)   (0)
              
Total Book Value After Offering             
Gross proceeds of offering      18,000,000    20,000 
Subtract: Commission      1,800,000    2,000 
Offering Costs      75,000    - 
              
Net Offering Proceeds      16,125,000    18,000 
              
Add: Costs paid included in intangibles above      -    - 
Net tangible book value before      (368,311)   (368,331)
              
Net Tangible Book Value After Offering  (1)   15,756,689    (350,331)
              
Share Calculation             
Number of shares in offering      3,600,000    20,000 
Number of shares before      23,668,900    23,668,900 
              
Number of shares after offering  (2)   27,268,900    23,688,900 
              
Change in Net Tangible Book Value Per Share             
Net tangible book value per share after (1)/(2)      1    (0)
Net tangible book value per share before      (0)   (0)
              
Change in Net Tangible Book Value      1    0 
              
Dilution             
Amount paid per share by investor             
Net tangible book value per share after      1    (0)
              
Dilution      (1)   0 

 

Future Dilution

 

The Company, for business purposes, may from time to time issue additional shares, which may result in dilution of existing shareholders. Dilution is a reduction in the percentage of a stock caused by the issuance of new stock. Dilution can also occur when holders of stock options (such as company employees) or holders of other option able securities exercise their options. When the number of shares outstanding increases, each existing stockholder will own a smaller, or diluted, percentage of the Company, making each share less valuable. Dilution may also reduce the value of existing shares by reducing the stock’s earnings per share. There is no guarantee that dilution of the Common Stock will not occur in the future.

  

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ITEM 5. PLAN OF DISTRIBUTION AND SELLING SHAREHOLDERS

 

The Offering will commence promptly after the date of this Offering Circular and will close (terminate) upon the earlier of (1) the sale of 3,600,000 Common Stock Shares by the Company and 360,000 by the selling shareholder, (2) One Year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by the Company’s Management (the “Offering Period”).

 

The Common Stock Shares are being offered by the Company on a “Best Efforts” basis and initially without the benefit of a Placement Agent. The Company can provide no assurance that this Offering will be completely sold out. If less than the maximum proceeds are available, the Company’s business plans and prospects for the current fiscal year could be adversely affected.

 

The Company has made arrangements to place funds raised in this Offering in an escrow maintained by Issuer Direct Corp. Any investor who purchases securities in this Offering will have no assurance that other purchasers will invest in this Offering. Accordingly, if the Company should file for bankruptcy protection or a petition for insolvency bankruptcy is filed by creditors against the Company, Investor funds may become part of the bankruptcy estate and administered according to the bankruptcy laws. The Company has the right to terminate this offering of Securities at any time, regardless of the number of Securities that have sold. If the Offering terminates before the offering minimum is achieved, or if any prospective Investor’s subscription is rejected, all funds received from such Investors will be returned without interest or deduction.

 

The Securities to be offered with this proposed offering shall be initially offered by the Company, mainly by Mr. Darryl Payne, the Company’s Founder and Chief Executive Officer. The Company has engaged SW, a member of the Financial Regulatory Authority (“FINRA”) and is registered with the SEC to sell the Securities for the Company. The Company engaged SW to offer the securities to prospective investors on a “best efforts” basis and SW will have the right to engage other Participating Broker-Dealers as it deems necessary to assist in the Offering.

 

The Company has agreed that the Managing Broker-Dealer will receive selling commissions of 10% of the Offering Proceeds, which it may re-allow and pay to participating FINRA Broker Dealers who sell the Company’s Securities. The Company’s Managing Broker Dealer may also sell the Securities as part of a selling group, thereby becoming entitled to retain a greater portion of the selling commissions. Any portion of the selling commissions retained by Managing Broker-Dealer would be included within the amount of selling commissions payable by the Company and not in addition to.

 

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The company will file the Agreement between the Company and SW with SEC as an Exhibit to an amended Registration Statement of which this Offering is part, for the sale of the Company’s Securities. FINRA Broker-Dealers desiring to become members of a Selling Group will be required to execute a Participating Broker Dealer Agreement with SW.

 

In order to subscribe to purchase the Securities, a prospective Investor must complete, sign and deliver the executed Purchaser Questionnaire and Subscription Agreement and Form W-9 to StreamNet, Inc. and either mail or wire funds for its total subscription amount in accordance with the instructions included in the Subscription Package.

 

The Company reserves the right to reject any Investor’s subscription in whole or in part for any reason. If the Offering terminates or if any prospective Investor’s subscription is rejected, all funds received from such Investors will be returned without interest or deduction.

 

In addition to this Offering Statement, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this Offering. These materials may include public advertisements and audio-visual materials, in each case only as authorized by the Company. Although these materials will not contain information in conflict with the information provided by this Offering and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Securities, these materials will not give a complete understanding of this Offering, the Company or the Securities and are not to be considered part of this Offering Statement. This Offering is made only by means of this Offering Statement and prospective Investors must read and rely on the information provided in this Offering Statement in connection with their decision to invest in the Securities.

 

SELLING SHAREHOLDERS

 

Certain of the shares offered pursuant to this Offering Statement are offered on the account of a selling shareholder (the “Selling Shareholder”). The Selling Shareholder is the founder, Chief Executive Officer, Director and majority shareholder of the Issuer. The following table summarizes the shares held by the Selling Shareholder:

 

Name and position   Shares Beneficially Owned Prior
to Offering
    Shares Offered     Shares Beneficially Owned After Offering     Percentage Beneficially Owned1  
Darryl Payne
CEO, Director, Majority Shareholder
    20,000,000       360,000
Common shares
      19,640,000       73.0 %

 

Shares held include all shares beneficially owned by the respective selling stockholder. Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, involving the determination of beneficial owners of securities, a beneficial owner of securities is person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has, or shares, voting power and/or investment power with respect to the securities, and any person who has the right to acquire beneficial ownership of the security within sixty days through means including the exercise of any option, warrant or conversion of a security.

 

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Selling Shareholder Distribution

 

The common stock may be sold or distributed from time to time by the Selling Shareholders directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at a fixed price of $5.00 per share

  

The Selling Shareholders is an “underwriter” within the meaning of the Securities Act.

 

We know of no existing arrangements between the Selling Shareholder, any other shareholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares offered by this Offering Statement. At the time a particular offer of shares is made, a supplement, if required, will be distributed that will set forth the names of any agents, underwriters, or dealers and any compensation from the selling shareholder, and any other required information.

 

We will pay all of the expenses incident to the registration, offering, and sale of the shares to the public other than commissions or discounts of underwriters, broker-dealers, or agents. This does not include payment for any costs or expenses incurred by the selling shareholder related to ownership or sales of his shares.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

 

We have advised the Selling Shareholder that while he is engaged in a distribution of the shares included in this Offering Statement he is required to comply with Regulation M promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the selling shareholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the shares offered hereby this offering circular.

 

ITEM 6. USE OF PROCEEDS TO ISSUER

 

The Company seeks to raise maximum gross proceeds of $18,000,000 from the sale of Securities in this Offering. The Company intends to apply these proceeds substantially as set forth herein, subject only to reallocation by Company Management in the best interests of the Company.

 

C.    Sale of Company Common Stock Shares

 

Category  Maximum Proceeds   Percentage of
Total Proceeds
   Minimum
Proceeds
   Percentage of
Total Proceeds
 
Proceeds from Sale of Securities  $16,125,000    89.58%  $20,000    0.0%

  

D.   Offering Expenses

 

Category  Maximum
Proceeds
   Percentage of
Total Proceeds
   Minimum
Proceeds
   Percentage of
Minimum Proceeds
 
Offering Expenses  $75,000    0.42%  $75,000    0.0%
Commissions  $1,800,000    10.00%  $2,000    0.0%

 

Footnotes:

 

1) We are offering a maximum of 3,600,000 Stock Shares to be sold by the Company at the price indicated
2) We expect to incur offering and registration expenses.
3) Additional Fees for Legal Review and Opinion(s), Accounting Costs, Underwriting fees, and costs related to the drafting of this Registration Statement and Professional Services Fees should not exceed $75,000 USD. Any costs above $75,000 will be paid by the Executives of the Company.

 

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4) The Securities to be offered with this proposed offering shall be initially offered by the Company, mainly by Mr. Darryl Payne, the Company’s Founder and Chief Executive Officer. The Company has engaged SW, a FINRA and SEC member, to sell the Securities for the Company. The Company engaged SW to offer the securities to prospective investors on a “best efforts” basis and SW will have the right to engage other Participating Broker-Dealers as it deems necessary to assist in the Offering.
5) The Shares are being Offered pursuant to Regulation A of Section 3(b) of the Securities Act of 1933, as amended, for Tier 2 Offerings.  The Shares will only be issued to purchasers who satisfy the requirements set forth in Regulation A.

 

USE OF INVESTMENT FUND:

 

  

50% of Offering

$8,062,500

  

75% of Offering

$12,093,750

  

100% of Offering

$16,125,000

 
Operations  $2,500,000   $3,750,000   $4,000,000 
Real Estate Acquisitions  $1,400,000   $2,000,000   $3,000,000 
Software Development  $140,000   $195,000   $260,000 
Marketing Campaign  $250,000   $375,000   $500,000 
Advertising  $1,000,000   $1,500,000   $2,000,000 
Intellectual Property  $2,300,000   $3,550,000   $4,400,000 
General & Admin  $410,000   $630,000   $840,000 
Working Capital  $62,500   $93,750   $1,125,000 

 

The above figures only represent estimates.

 

The application of the investment proceeds of this Offering, in the event the entire Offering is not sold, will be at the discretion of the Management of the Company.

 

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ITEM 7. DESCRIPTION OF BUSINESS:

 

The Company was incorporated on June 28, 2016 in the State of Nevada. Since incorporation, the Company has not made any significant purchases or sales of assets. From inception until the date of this filing the Company has had limited operating activities, primarily consisting of (i) the incorporation of the company, (ii) the development of the business plan, (iii) initial equity funding, (iv) the performance of due diligence on potential suppliers of online content, and (v) beginning to develop strategic referral partnerships with investment newsletters and websites catering to our target market. Darryl Payne acquired 20,000,000 shares of our common stock with a par value of $0.001 per share in return for the Company’s initial funding, and good will consideration in the form of office space, access to internet and telephone service, access to its network of contacts and professional relationships.

 

StreamNet Inc., is a Nevada-based music and entertainment technology company whose primary business is the providing of streaming entertainment content. The Company’s goal is to create a conglomerate in many facets. The Company is preparing to become a major entertainment content provider.

 

The Company’s business plan is to seek to acquire many rights for ownership including:

 

  Music Audio Rights,
  Movie and Film Libraries
  Radio Stations
  TV Stations
  Representation Of Celebrities Estates
  New Releases Of Urban & Dance Music Artist
  TV Show Rights
  Major Recording Artists

 

USA STREAMING RIGHTS TO BE OWNED BY STREAMNET INC.

 

  1. The Legends Of Classic Soul Concert Series, AS SEEN ON NATIONAL TV. The Legends of Classic Soul concert series features 20 soul groups on our own unique streaming video on demand pay per view platform. Featured artist includes The Four Tops, The Whispers, The Dells, Main Ingredient featuring Cuba Gooding Sr, Harold Melvin’s Blue Notes, Chi-Lites, The Delfonics, Blue Magic, Ray, Goodman, & Brown, Enchantment, The Temptations Review featuring Dennis Edwards, The Dramatics, Con Funk Shun, Atlantic Starr, Slave, The Floaters, Coasters, and Melba Moore featuring Freddie Jackson.

 

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  2. The PBS On Tour Concert Series. These iconic performances aired 52 one hour shows in 1997. The PBS TV show featured each artist performing 3 songs. Sting, Meatloaf, Ozzy Osbourne, Lenny Kravitz, Busta Rhymes, Lou Reed, The Cure, Devo, Hot Tuna, Dennis Brown, Freda Payne, Joan Osbourne, Goo Goo Dolls, Bruce Hornsby, Indigo Girls, Smashing Pumpkins, A Tribe Called Quest, Tears for Fears, The Fugees and Cypress Hill are some of the many artists in this iconic series.

 

All cleared content will be monetized on the Company’s own HD Pay Per View Streaming platform which is already completed. Some of the concerts recorded used as many as 22 cameras for each show. Several of these performances were recorded in 3D. Many titles will be offered to worldwide fans.

 

52 On Tour shows can be made available for TV in their original show configuration. The Company intends to offer all of the artists revenue sharing deals if they sign a new current contract with our company. The goal is to also release separate full length concerts of each artist. The Company has talked to many of these artists with positive feedback. These concerts were never commercially available or seen as full length shows from each separate artist.”

 

The Company has anywhere from 50 to 100 Radio Shows that were produced in conjunction of broadcast TV series. All of the video concerts and radio shows will be made available for license to third party companies.

 

  3. 26 Episodes Of The Judy Garland TV Show. The USA “Judy Garland Show” CBS 1963/1964 Television Season. This Classic Nostalgic 1960s series is being held in celebration of the 70th anniversary of “The Wizard of Oz,which starred young Judy Garland in 1939 and the 40th Anniversary of Judy’s passing in 1969. This historic collection of 26 one-hour-long episodes includes an unprecedented list of guests - including Barbra Streisand, Mickey Rooney, Count Basie, Lena Horne, Tony Bennett, Ethel Merman, Bob Newhart, Donald O’Connor, Peggy Lee, Steve Allen, Jane Powell, Peter Lawford, Vic Damone, Jack Jones, and Garland’s daughter Liza Minnelli, among others. Judy Garland also performed solo concert performances as part of this amazing, wonderful TV show. In 1962, the CBS Network won the right to broadcast Judy Garland’s musical variety show in an unheard-of pact worth $24 million. From June 1963 through March 1964, the one-hour episodes were videotaped at CBS’ Television City in Hollywood, California. There are once-in-a-lifetime musical pairings and duets between Garland and her guests. This collection is the only remaining audio/video in existence of the legendary diva at her physical and vocal peak.

 

  4. 10,000 Audio Songs of Various Artist. Including Pop, Dance, Jazz, Blues, Country, R & B, Classic Soul, and Rock & Roll. Many popular names complete this listing.

 

  5. 44 Movie & Film Companies Deal. The masters consist of three semi-truck loads worth of tapes. The Company recently signed a deal to buy the master tapes to 44 film, movie, documentaries, and TV show companies through an auction. This deal is set to close in 90 days provided that the Company has the funding to close the deal. The Company would offer revenue sharing deals to the content owners of these particular rights.

 

In addition, the Company intends to acquire additional rights to video and audio performances. The Company shall seek third party license deals whereas the Company would receive advance payments upfront upon signing a deal.

 

We are in an age where technology and entertainment merge to deliver the thrill of the front row seat to the hand-held device, or to the ultra-high definition experience delivered from today’s television screen. Creation and distribution models struggle to adapt to the challenging global environment, and the complex interplay social media now has on the consuming public.

 

The Company intends to build upon its Officer’s direct relationships with legendary performers and event production partners, and through the bridge of technology, intends to deliver cross platform interaction to expand reach while improving the creator and consumer value model.

 

Through a vision that respects the artist, creation process and sees the growth of an engaged social audience, the Company intends to introduce new operations that build upon niche opportunities. Artistic relationships and media distribution acquisitions can broaden the company’s operations.

 

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The Company recently completed its Streaming Media Pay Per View Platform. Through this platform, all of the Company’s video content will be available for consumers to stream.

 

Event and Artist Production and Licensing.

 

The Company will seek to work with special legendary artists in world class facilities. The goal is to invest in the development and promotion of live events, leveraging our strength in media distribution across all platforms. To become a premier management company. The Company intends to apply cutting edge video quality distribution methods and social media applications to expand market awareness. The Company will seek to introduce interactive marketing and grow strong continuous revenues.

 

Broadcast, Radio and Internet Media Operations.

 

Consistent with the Company’s mission to connect disparate distribution platforms. The Company with “Best of Breed” cloud infrastructure and software solutions intends to build upon broadcast partnerships and acquisitions to create a unified distribution business. Consumers will be given choices. Improving on the retail offerings of services like iTunes and Netflix, the Company’s platform provides owners and artists more transparent control over their intellectual property.

 

Rights Acquisition, Management and Channel Integration.

 

The Company is committed to innovative Rights Management that recognizes the value of the artist and provides a preferred integrated channel distribution model for Creators in virtually all media and IP investors. Building upon a catalog of concerts, songs and TV shows, the Company intends to seek to manage well over 100,000 titles by 2018.

 

Capitalizing on the consolidation of extensive managed properties, the Company maintains a roster of legendary artist relationships. The Company is positioned to gain existing significant opportunities across the entertainment landscape. Our technology operations embrace cloud-based solutions for Audio/Video distribution and provide a greater supply chain visibility and flexibility. The Company intends to seek to grow new fresh business units across numerous media channels.

 

Direct Response TV:

 

Unlimited channels will be created on our Pay Per View Subscription Platforms. The Company will advertise and buy media on TV to sell our top tier content.

 

Legends of Classic www.LegendsOfClassicSoul.com. This series has generated substantial credit card sales on TV. The average consumer order for the DVD Box Sets is $199.00 per order. Legends Of Classic Soul Concerts were all recorded in HD with great sound. Sadly, many of these legends have passed away since this series first started filming 10 years ago.

 

Live Video Concerts. The Company plans to offer its customers full-length, pre-recorded video of concerts from various artists in the dance music, R&B/Urban, and other genres. These live concerts will be available through the Company’s video on-demand streaming channel via the Company’s website.

 

Audio CDs for retail and downloads, Video On Demand Streaming Channel. TV, Radio, Media, & Social Media. CD Audio Downloads are .99 Cents. DVD Box Sets are $ 199.00. Individual DVD Sales direct to consumer is $15 to $20. DVD’s to retail distributors is anywhere from $5.99 to $8.00. CDs to retail stores/distributors is from $ 3.00 to $ 5.99

 

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Strategy and Implementation

 

Business Model

 

The Company’s primary business is to develop and market world-class entertainment content, including but not limited to full-length concerts, movies, and television shows. This will be accomplished by aggressive deployment and branding of the Company’s state-of-the-art technologies to bring superior, cost-effective solutions to consumers in need of these services.

 

Through the Company’s web site, customers will be offered designated services. These services are transactional in nature with add-on options based on the sender’s requirements. Options are priced to increase the overall amount per transaction whereby the overall margin is significantly increased.

 

By being a web-based business, our business model is based on volume. Through automation of transactions inherent in the technologies employed, a low cost of transaction maintains high gross margin. Our business of can run 24 hours a day, seven days a week with minimal staff needed to operate the business. Most business activities are automated, which greatly reduces the related overhead and staffing components associated with similar, conventional business formats.

 

The Company’s corporate development is focused on its core business and is structured to accomplish its initial business objectives over a three-year period. The Company has defined seven business divisions: systems operations and management; information technologies; sales and marketing; customer service; service development; business development; and general administration. Additional revenue streams will be added as new products and services are proven to be viable and are integrated into the network.

 

The Company also intends to devote resources to developing a consumer market with new specific services designed for the consumer, home based businesses, and small business owners.

 

Business Growth Strategy

 

The key to the Company’s business growth strategy is customer acquisition. The Company’s initial operations are based in the United States. Being an Internet based business; technical operations can be maintained separately from corporate operations. This will all be aligned with the Company’s basic financial philosophy of controlling costs as sales revenue grows through the expansion of the web site operations.

 

The Company will focus on the core business over the first three years to establish a significant market share in multiple industry segments. Other products and services may be implemented after proper feasibility, cost analysis and in depth market and customer research.

 

Marketing

 

Marketing Strategy

 

The marketing strategy is simple and direct;

 

  Consumers will be marketed through the internet, magazines and other electronic and print media.
  Targeted groups will be marketed by the branding of our name and logo through specific media channels focused direct marketing campaigns, electronic media, trade shows, industry publications, newspapers, and other industry specific events, as well as traditional distribution channels.

 

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Web Site and Internet Presence

 

The Company’s Web Sites (www.LegendsOfClassicSoul.com, www.streamnet.tv) will function as a main marketing tool (beyond its obvious function of conducting the business for products and services). These sites will act as a hub for the business and are international in scope. The sites will offer customers ease of use, clear and simple navigation, security, and prompt response to transactions.

 

The websites will also feature sections for promotions and joint venture and cross branding marketing campaigns with partners. The web sites will function 24/7 and be a customer service portal. Being that the web site is the business, and impression is made through its pages, strict attention to detail, communicative proposition and graphic design are critical. Additionally, drawing attention to green benefits of the product will stimulate environmentally concerned consumers.

 

Smart Phone, Tablet, and Mobile Applications

 

These applications are critical to the future of the Company. There will be a large user based that will use our services strictly through their mobile devices. These applications are significant in that they fit with the growing trend of mobile users who demand synchronization of services (with their account) with multiple digital devices. This is especially true with business users who no longer work from physical offices and are part of the new virtual business economy.

 

Even more significant is we will be able to develop users and customers who use multiple communications platforms and networks outside of our web based and internet services.

 

Social Media and Business Networks

 

The impact of social networks (Facebook, Twitter, and Google) and business networks (LinkedIn, Salesforce) in today’s communications is huge. The Company’s ability as a communication utility to these networks represents hundreds of millions of users globally. Through the development of applications specifically for these networks, the Company will be able to cross platform its services into consumers and business user awareness.

 

The marketing on these networks is just one avenue to acquire users, but by combining the Company’s network specific applications to the process, this creates a whole new user dynamic. When you include components of music, media and video to the delivery options of these users (private, secure and verified delivery) by a “trusted third party” only goes to strengthen our brand recognition.

 

Direct Sales

 

The Company will engage industry specific national sales and marketing groups to promote its products and services. Corporate discounts and promotions will be instituted to targeted business customers and consumers.

 

Media Exposure

 

The Company will also develop national and international marketing campaigns through trade magazines, trade shows, articles, press releases, contracted public relations, a concise advertising campaign to generate brand awareness and impressions, electronic and print vehicles, and other media venues and events.

 

B.       The Offering

 

The Company is offering a maximum of 3,600,000 Common Stock Shares at a price of $5.00 per Share, with all Shares having a par value of $0.001.

 

C.       Risk Factors

 

See “RISK FACTORS” section of this Registration for certain factors that could adversely affect an investment in the Securities Offered. Those factors include, but are not limited to unanticipated obstacles to execution of the business plan, general economic factors, Management’s inability to foresee market downturns and other unforeseen events.

 

D.       Use of Proceeds

 

Proceeds from the sale of Securities will be used to invest in the development and growth of the Company’s Internet Broadcast products and services. See “USE OF PROCEEDS” section.

 

E.       Minimum Offering Proceeds - Escrow of Subscription Proceeds

 

The Company has set a minimum offering proceeds figure (the “minimum offering proceeds”) of 4,000 Common Stock Shares for this Offering. The Company has made arrangements to place funds raised in this Offering in an escrow maintained by Issuer Direct Corp. Any investor who purchases securities in this Offering will have no assurance that other purchasers will invest in this Offering. Accordingly, if the Company should file for bankruptcy protection or a petition for insolvency bankruptcy is filed by creditors against the Company, Investor funds may become part of the bankruptcy estate and administered according to the bankruptcy laws. The Company has the right to terminate this offering of Securities at any time, regardless of the number of Securities that have sold. If the Offering terminates before the offering minimum is achieved, or if any prospective Investor’s subscription is rejected, all funds received from such Investors will be returned without interest or deduction.

 

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F.       Common Stock Shares

 

Upon the sale of the maximum number of Common Stock Shares from this Offering, the number of issued and outstanding Common Stock Shares of the Company’s Common stock will be held as follows:

 

  Company Founders & Current Shareholders 85.4%
  New Shareholders 14.6%

 

G.       Company Dividend Policy

 

The Company has never declared or paid any cash dividends on its common stock. The Company currently intends to retain future earnings, if any, to finance the expansion of the Company. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future to Common Stock Holders.

 

H.       Company Share Purchase Warrants

 

The Company has no outstanding warrants for the purchase of shares of the Company’s Common Stock.

 

I.       Company Stock Options

 

The Company has not issued any stock options to current and/or past employees or consultants.

 

J.       Company Convertible Securities

 

The Company has not issued any convertible securities.

 

K.       Stock Option Plan

 

The Board has not adopted a stock option plan. If a plan is adopted in the future, the plan will be administered by the Board of Directors or a committee appointed by the board (the “committee”). The committee will have the authority to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not, without the written consent of the optionee, impair any rights under any option previously granted.

 

L.       Stock Transfer Agent

 

VStock Transfer, LLC

18 Lafayette Place

Woodmere, New York 11598 

Phone: (212) 828-8436

Email: Info@VStockTransfer.com

http://www.VStockTransfer.com

 

M.       Subscription Period

 

The Offering will commence promptly after the date of this Offering Circular and will close (terminate) upon the earlier of (1) the sale of 3,600,000 Common Stock Shares and 360,000 shares by the Selling Shareholder, (2) One Year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by the Company’s Management (the “Offering Period”).

 

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The Common Stock Shares are being offered by the Company on a “Best Efforts” basis with the help of SW as the Managing Broker Dealer.. The Company can provide no assurance that this Offering will be completely sold out. If less than the maximum proceeds are available, the Company’s business plans and prospects for the current fiscal year could be adversely affected.

 

The Company has made arrangements to place funds raised in this Offering in an escrow maintained by Issuer Direct Corp. Any investor who purchases securities in this Offering will have no assurance that other purchasers will invest in this Offering. Accordingly, if the Company should file for bankruptcy protection or a petition for insolvency bankruptcy is filed by creditors against the Company, Investor funds may become part of the bankruptcy estate and administered according to the bankruptcy laws. The Company has the right to terminate this offering of Securities at any time, regardless of the number of Securities that have sold. If the Offering terminates before the offering minimum is achieved, or if any prospective Investor’s subscription is rejected, all funds received from such Investors will be returned without interest or deduction.

  

ITEM 8. DESCRIPTION OF PROPERTY.

 

The Company does not own any real estate. The Company’s address is 7582 Las Vegas Blvd South, Las Vegas, Nevada 89123. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

 

ITEM 9. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

Forward-Looking Statements

 

The following Management’s Discussion and Analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this Annual Report. The Management’s Discussion and Analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect,” and the like, and/or future-tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this Annual Report. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risks Factors” in our various filings with the Securities and Exchange Commission. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.

 

The Company is a Developmental Stage Company with limited operating history:

 

The Company was incorporated as a Nevada Stock Corporation in July 2016. Accordingly, the Company has only a limited history upon which an evaluation of its prospects and future performance can be made. The Company’s proposed operations are subject to all business risks associated with new enterprises. The likelihood of the Company’s success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business, operation in a competitive industry, and the continued development of advertising, promotions and a corresponding customer base. There is a possibility that the Company could sustain losses in the future. There can be no assurances that StreamNet, Inc. will operate profitably.

 

Overview:

 

The Company is seeking to create a Digital Broadcasting Entertainment Company. The Company’s business plan is to seek to acquire ownership rights to (for the purposes of Internet Broadcast for user fees): Music Audio Rights, Movie and Film Libraries, Radio Stations, TV Show Rights and Rights to Major Recording Artists, and more.

 

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Financial Condition and Results of Operations

 

We have incurred losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities, including in connection with this offering.

 

Results of Operations

 

Revenues for the period from inception on July 1, 2016 through December 31, 2016 were $4,500. We incurred $42,054 in general and administrative expenses. These expenses related principally to our engagement of independent contractors to push our business forward and develop sales. The Company had no revenue during the year ended December 31, 2017 nor the nine months ended September 30, 2018.

 

Plan of Operation and Funding

 

We expect that working capital requirements will continue to be funded through related party advances in the near term as we prepare for future capital raise through an issuance of securities. We have no guarantees or firm commitments that the related party advances will continue in the near term. Our working capital requirements are expected to increase with the growth of our business.

 

Existing working capital, further advances, capital raises and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through related party advances and proceeds from the sale of our common stock.

 

Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

 

We believe that the proceeds of this offering, even if we are only able to sell 25% of the shares offered, will provide sufficient funding for our operations for at least the next 12 months.

 

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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

 

(a) Directors and Executive Officers.

 

A. Directors and Executive Officers. The current officer and director will serve for one year or until his respective successor(s) are elected and qualified.

 

Name  Position
Mr. Darryl Payne (Age: 56)  Chief Executive Officer

 

Billboard Number One Producer Darryl Payne has produced over 2300 separate release titles throughout his 40 year career. Dance Music & R&B/Urban music is his favorite music to produce. Warner Brothers, Sony/BMG, Universal, and Virgin are just some of the many music labels with whom he has done deals. He has been awarded various Gold Records and Billboard Number 1 Awards for his success in the music industry. Darryl started his own promotion company to the stars as a 17 year old teenager. Mr. Payne was President and Chief Executive Officer of Classic World Productions. CWP was one of the more resourceful catalog labels in the USA. CWP music and video titles were regularly seen on all the major TV Networks. Darryl secured vending agreements with Disney, ABC, Universal, CBS/Viacom, E Entertainment, and Fox. Legends Of Classic Soul concerts is his latest project. Many of the all time best classic soul were seen and heard in this wonderful collection. The Legends Of Classic Soul Series has generated millions of dollars in credit card sales.

 

Mr. William Beamon (Age: 65)   Director and Vice President

 

An extensive industry career that has included working with IMG International, Bill has been directly responsible for managing the royalties departments for many music publishers. His experience has included working with major bricks and mortar and Internet retail accounts. Bill has worked closely with Darryl Payne since 1981 and was directly involved with the production of the Legends of Classic Soul and Classic World Productions.

 

Mr. Robert Hayes (Age: 62)   Chief Technology Officer

 

Beginning as a senior site engineer for global petrochemical, telecommunications and national utility concerns, Robert has experienced the growth of automated systems and application of many diverse platforms. With a practical approach to complex issues and the tenacity to adjust as project needs change, he has managed distributed information and control systems for many applications including Seattle Metro water reclamation network, U.S. Steel No 2 Gary continuous caster process, Amoco Yanbu Saudi Arabia petrochemical complex with three tiers of computer architecture and four hundred miles of communications infrastructure, Mobil Beaumont LDPE (low density polyethylene) production processing and security systems monitoring, and Pratt & Whitney turbine control electronics for the Venezuela Air Force on their F16 fleet.

 

Early in 2001 with a group of telecommunication engineers from ATT, Robert applied his knowledge to develop systems architectures for digital retailing over wide area networks, including the introduction of self-directing intelligence applications in network router devices. Bob created methodology relating to the video encoding in the MPEG2 format in order to achieve gains in the accumulated data stream, enabling distribution of video content over Internet connected systems. In recent years, he has been engaged in pioneering work in the data security arena culminating in the development of a highly secure key-less encryption and device/user authentication technology.

 

Dr. Franz Sherman Heining   International Licensing

 

As a musician turned record company executive, Billboard named him as an important music business veteran for his work with the release of The Pianist, Wladyslaw Szpilman. A career that began as head of A&R/Marketing/International Production for TELDEC SCHALLPLATTEN GmbH Hamburg, Germany (Sold to WEA, January 1988), Dr. Heinig has lectured at UCLA and worked with Entertainment Today in Hamburg and Los Angeles. Built personal connections with artists, productions teams and recording companies in France, Italy, United Kingdom. Activities included marketing catalogue rights/labels worldwide for such notables as POPE JOHN PAUL II, LUCIANO PAVAROTTI, JULIO IGLESIAS, TOM JONES, DIONNE WARWICK, GRACE JONES, LATOYA JACKSON, BO DEREK, KELLY LE BROCK and GERARD DEPARDIEU.

 

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Mr. Richard Hunsaker   Director of Broadcast Engineering

 

A career that started with work for the Department of Defense and the former Atomic Energy Commission, Richard has been directly responsible for developments in real-time embedded systems, web connected media, multi-level financial trading systems and broadcast engineering for several radio and TV stations. Working with On-Air talent and diverse communications systems, Richard has been involved with live remote simulcast events since the first ones were broadcast in southern Nevada. As native of Las Vegas, Richard’s success with technology remains visible in all areas of the highly regulated, international casino industry and its various markets including casino gaming floors in gambling-lottery-bingo jurisdictions, Table pits, Race & Sports books, and the Internet. Managing product development for several market making corporate concerns in the international casino gaming industry, resulted in the award of three patents and dozens of successful products that remain in profitable operation today.

 

Hensuke Hidaka   Managing Director / Japan

 

Mr. Hidaka has been named Managing Director in Japan. He is a veteran in the Japanese music industry for 30 years. His job is to oversee licensing and business opportunities for StreamNet. Mr. Hidaka will be our liaison coordinator between Japanese record companies, producers, artists and publishers. A&R/ project supervision of our music and concert titles, event coordination, interpreting, and publicity will be handled by him. Mr. Hidaka is fluent in English and Japan

 

Mr. Steven George   Radio Station Acquisitions

 

With over 25 years in Marketing, Sales and Media Communications. Steve’s expertise thrives in radio. StreamNet decided to bring him on board to explore radio station acquisitions. StreamNet is confident the addition of Steven will strengthen our radio station strategies, helping us bridge the world of analogue broadcasting to the digital platforms of today. You can still hear Steven on the radio as he hosts a National FM radio show weekly.

  

Mr. Brian Robinson   Principal Entertainment Attorney

 

An entertainment executive specializing in digital, television and music with more than 20 years of global experience across a broad range of media and technologies. A highly effective deal initiator, expediter and closer, expert in achieving bottom-line efficiencies through streamlining internal operating and business processes and is an articulate advocate of business interests in public and industry forums.

 

Brian has an outstanding record of excellent presentation, negotiation, with a proven ability to develop and structure global business relationships from initial sourcing to final documentation, buttressed with a deep understanding of valuation and finance concepts. Brian understands cost-effective management of outside vendors and consultants and has the experience to effectively negotiate and manage highly complex global business transactions.

 

Ms. Carmen Giordano   Principal Entertainment Attorney

 

Has a rare background of having served in the Brooklyn District Attorneys Office in the Rackets & Homicide Bureau, and in Washington in the Legislative Counsel representing The United States Senate, and as The Senior Trial Specialist in the NYC Corporation Council Special Litigation Unit. Carmen, who is also a Distinguished Professor of the Law at CUNY, continues to be recognized for his legal acumen and is widely recognized in the legal community. He also serves on the Legal Panel for The National Action Network. Carmen will help to guide StreamNet through Intellectual Property, corporate law and litigation matters as we build out our networks.

 

Mr. Ronald Cothrine   Vice President of Entertainment Sales

 

Ronald has a professional career spanning over 30 years of sales and management in the entertainment industry, including over 11 years as District Manager for the Capitol EMI corporation including working on David Bowie and Tina Turner Releases to name a few. Development and implementation of sales and marketing programs to achieve company goals and meet budgetary expectations, Ronald has a consultative style that helps build the relationships across departments and with partners/artists to achieve success. Ronald’s Business integrity has been the foundation with which he became an industry executive, his experience and style will help StreamNet develop our business plans and launch procurement and launch innovative promotional events.

 

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B. Significant Employees. All Members of StreamNet, Inc. as listed above are each considered “Significant Employees”, and are each “Executive Officers” of the Company. The Company would be materially adversely affected if it were to lose the services of any member of StreamNet, Inc. listed above as each he has provided significant leadership and direction to the Company.

 

C. Family Relationships. None.

 

D. Involvement in Certain Legal Proceedings. There have been no events under any bankruptcy act, any criminal proceedings and any judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.

 

E. Legal proceedings. There are not presently any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

  

ITEM 11. EXECUTIVE COMPENSATION.

 

The Company has not paid any employees to date. The following chart reflects payments to employees, officers and directors through December 31, 2016.

 

Mr.Darryl Payne  Chief Executive Officer  $0.00 
Mr. William Beamon  Vice President  $0.00 
Dr. Franz Sherman Heining  International Licensing  $0.00 
Mr. Robert Hayes  Chief Technology Officer  $0.00 
Mr. Richard Hunsaker  Director of Broadcast Engineering  $0.00 
Kensuke Hidaka  Managing Director / Japan  $0.00 
Mr. Steven George  Radio Station Acquisitions  $0.00 
Mr. Brian Robinson  Principal Entertainment Attorney  $0.00 
Ms. Carmen Diordano  Principal Entertainment Attorney  $0.00 
Mr. Ronald Cothrine  Vice President of Sales  $0.00 

 

Officer Compensation

 

The Company does not currently pay any cash fees to any Officer of the Company.

 

Directors and Advisors Compensation

 

The Company does not currently pay any cash fees to any Director or Advisor of the Company or any employee of the Company.

 

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

 

(a) Security ownership of certain beneficial owners.

 

The following table sets forth, as of the date of this Offering Statement, the number of shares of Preferred Stock and Common Stock owned of record and beneficially by executive officers, directors and persons who hold 5% or more of the outstanding Common Stock of the Company. Also included are the shares held by all executive officers and directors as a group.

 

The Company was formed in July of 2016 as a Nevada Stock Corporation. Upon its formation, the Company issued 22,500,000 SHARES of Common Stock.

 

Name & Address   Amount Owned Prior to Offering   Amount Owned After Offering

Mr. Darryl Payne

Chief Executive Officer

StreamNet, Inc.

7582 Las Vegas Blvd South

Las Vegas, Nevada 89123

 

Common Stock: 20,000,000 Shares (84.8%)

Preferred Stock: No Shares

 

Common Stock: 19,640,000 Shares (72.1%)

Preferred Stock: No Shares

         

Five Minority Shareholders

StreamNet, Inc.

 

 

Common Stock: 3,300,000 Shares (13.1%)

Preferred Stock: No Shares

 

Common Stock: 3,300,000 Shares (12.1%)

Preferred Stock: No Shares

         

New Shareholders from this Offering

StreamNet, Inc.

 

Common Stock: No Shares

Preferred Stock: No Shares

 

Common Stock: 3,960,000 Shares (14.5%)

Preferred Stock: No Shares

 

ITEM 13. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS.

 

Related Party Transactions

 

Our majority voting shareholder is Mr. Darryl Payne, the Company’s Chief Executive Officer. Upon the completion of this Offering, Mr. Payne, along with seven current members of the Company will continue to own the majority of the issued and outstanding controlling Common Stock of the Company. Consequently, these eight shareholders control the operations of the Company and will have the ability to control all matters submitted to Stockholders for approval, including:

 

  Election of the board of directors;
  Removal of any directors;
  Amendment of the Company’s certificate of incorporation or bylaws and
  Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination.

 

Mr. Payne and the seven members of the Company’s management will thus have complete control over the Company’s management and affairs. Accordingly, this ownership may have the effect of impeding a merger, consolidation, takeover or other business consolidation, or discouraging a potential acquirer from making a tender offer for the Common Stock. This registration statement contains forward-looking statements and information relating to us, our industry and to other businesses.

 

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 11 of Form 1-A, Model B.

 

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ITEM 14. SECURITIES BEING OFFERED.

 

Common Stock Shares

 

The Offering will commence promptly after the date of this Offering Circular and will close (terminate) upon the earlier of (1) the sale of 3,600,000 Common Stock Shares and 360,000 shares by the Selling Shareholder, (2) One Year from the date this Offering begins, or (3) a date prior to one year from the date this Offering begins that is so determined by the Company’s Management (the “Offering Period”).

 

The Common Stock Shares are being offered by the Company on a “Best Efforts” basis and initially without the benefit of a Placement Agent. The Company can provide no assurance that this Offering will be completely sold out. If less than the maximum proceeds are available, the Company’s business plans and prospects for the current fiscal year could be adversely affected.

 

The Company has made arrangements to place funds raised in this Offering in an escrow maintained by Issuer Direct Corp. Any investor who purchases securities in this Offering will have no assurance that other purchasers will invest in this Offering. Accordingly, if the Company should file for bankruptcy protection or a petition for insolvency bankruptcy is filed by creditors against the Company, Investor funds may become part of the bankruptcy estate and administered according to the bankruptcy laws. The Company has the right to terminate this offering of Securities at any time, regardless of the number of Securities that have sold. If the Offering terminates before the offering minimum is achieved, or if any prospective Investor’s subscription is rejected, all funds received from such Investors will be returned without interest or deduction.

 

The Securities to be offered with this proposed offering shall be initially offered by Company, mainly by Mr. Darryl Payne, the Company’s Founder and Chief Executive Officer. The Company anticipates engaging members of the Financial Regulatory Authority (“FINRA”) to sell the Securities for the Company. The Company has engaged SW as the dealer-manager on this transaction.

 

The Company has agreed that the Managing Broker Dealer, will receive selling commissions of 10% of the Offering Proceeds, which it may re-allow and pay to participating FINRA Broker Dealers who sell the Company’s Securities. The Managing Broker-Dealer may also sell the Securities as part of a selling group, thereby becoming entitled to retain a greater portion of the selling commissions. Any portion of the selling commissions retained by the Managing Broker-Dealer would be included within the amount of selling commissions payable by the Company and not in addition to. 

 

The Company has entered into an Agreement with the Managing Broker-Dealer to purchase “Underwriter Warrants” of up to no more than 10% of the shares sold. A copy of the agreement will be filed with the United States Securities and Exchange Commission as an Exhibit to an amended Registration Statement of which this Offering is part. 

 

The company will file the Agreement between the Company and SW with SEC as an Exhibit to an amended Registration Statement of which this Offering is part, for the sale of the Company’s Securities. FINRA Broker-Dealers desiring to become members of a Selling Group will be required to execute a Participating Broker Dealer Agreement with SW.

 

In order to subscribe to purchase the Securities, a prospective Investor must complete, sign and deliver the executed Purchase Questionnaire and Subscription Agreement and Form W-9 to StreamNet, Inc. and either mail or wire funds for its total subscription amount in accordance with the instructions included in the Subscription Package.

 

36

 

Except as expressly provided in this Offering, any dispute, claim or controversy between or among any of the Investors or between any Investor or his/her/its Affiliates and the Company arising out of or relating to this Offering, or any subscription by any Investor to purchase Securities, or any termination, alleged breach, enforcement, interpretation or validity of any of those agreements (including the determination of the scope or applicability of this agreement to arbitrate), or otherwise involving the Company, will be submitted to arbitration in the county and state in which the Company maintains its principal office at the time the request for arbitration is made, before a sole arbitrator, in accordance with the laws of the state of Nevada for agreements made in and to be performed in the state of Nevada. Such arbitration will be administered by the Judicial Arbitration and Mediation Services (“JAMS”) and conducted under the provisions of its Comprehensive Arbitration Rules and Procedures. Arbitration must be commenced by service upon the other party of a written demand for arbitration or a written notice of intention to arbitrate, therein electing the arbitration tribunal. Judgment upon any award rendered by the arbitrator shall be final and may be entered in any court having jurisdiction thereof. No party to any such controversy will be entitled to any punitive damages. Notwithstanding the rules of JAMS, no arbitration proceeding will be consolidated with any other arbitration proceeding without all parties’ consent. The arbitrator shall, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail.

 

NOTICE: By executing a Subscription Agreement for this Offering, Subscriber is agreeing to have all disputes, claims, or controversies arising out of or relating to this Agreement decided by neutral binding arbitration, and Subscriber is giving up any rights he, she or it may possess to have those matters litigated in a court or jury trial. By executing this Subscription Agreement, Subscriber is giving up his, her or its judicial rights to discovery and appeal except to the extent that they are specifically provided for in this Subscription Agreement. If Subscriber refuses to submit to arbitration after agreeing to this provision, Subscriber may be compelled to arbitrate under federal or state law. Subscriber confirms that his, her or its agreement to this arbitration provision is voluntary.

 

The description of certain matters relating to the securities of the Company is a summary and is qualified in its entirety by the provisions of the Company’s Certificate of Incorporation and By-Laws, copies of which have been filed as exhibits to this Form 1-A.

 

(a) Description of Company Common Stock.

 

The Company is authorized by its Amended and Restated Articles of Incorporation to issue an aggregate of 800,000,000 shares of Common stock, $0.001 par value per share (the “Common Stock”). As of February 19, 2019 – 23,754,900 shares of Common Stock were issued and outstanding.

 

All outstanding shares of Common Stock are of the same class and have equal rights and attributes. The holders of Common Stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available. In the event of liquidation, the holders of Common Stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights except for the voting rights for the election of Directors.

 

(b) Background Information on the Preferred Stock. None.

 

(c) Other Debt Securities. None.

 

(d) Other Securities to Be Registered. None.

 

Security Holders

 

As of February 19, 2019 – 23,754,900 shares of the Company’s Common Stock outstanding, which were held of record by approximately 6 stockholders, not including persons or entities that hold the stock in nominee or “street” name through various brokerage firms.

 

37

 

Indemnification of Directors and Officers:

 

The Company is incorporated under the laws of Nevada. Nevada General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses including attorneys’ fees incurred in connection with the defense or settlement of such actions and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, and a vote of stockholders or disinterested directors or otherwise.

 

The Company’s Certificate of Incorporation provides that it will indemnify and hold harmless, to the fullest extent permitted by Nevada’s General Corporation Law, as amended from time to time, each person that such section grants us the power to indemnify.

 

Nevada’s General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

 

  any breach of the director’s duty of loyalty to the corporation or its stockholders;
  acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
  payments of unlawful dividends or unlawful stock repurchases or redemptions; or
  any transaction from which the director derived an improper personal benefit.

 

The Company’s Certificate of Incorporation provides that, to the fullest extent permitted by applicable law, none of our directors will be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this provision will be prospective only and will not adversely affect any limitation, right or protection of a director of our company existing at the time of such repeal or modification.

 

ITEM 15. ADDITIONAL INFORMATION REGARDING MANDATORY SHAREHOLDER ARBITRATION

 

Company Policy on Mandatory Shareholder Arbitration:

 

Except as expressly provided in this Offering, any dispute, claim or controversy between or among any of the Investors or between any Investor or his/her/its Affiliates and the Company arising out of or relating to this Offering, or any subscription by any Investor to purchase Securities, or any termination, alleged breach, enforcement, interpretation or validity of any of those agreements (including the determination of the scope or applicability of this agreement to arbitrate), or otherwise involving the Company, will be submitted to arbitration in the county and state in which the Company maintains its principal office at the time the request for arbitration is made, before a sole arbitrator, in accordance with the laws of the state of Nevada for agreements made in and to be performed in the state of Nevada. Such arbitration will be administered by the Judicial Arbitration and Mediation Services (“JAMS”) and conducted under the provisions of its Comprehensive Arbitration Rules and Procedures. Arbitration must be commenced by service upon the other party of a written demand for arbitration or a written notice of intention to arbitrate, therein electing the arbitration tribunal. Judgment upon any award rendered by the arbitrator shall be final and may be entered in any court having jurisdiction thereof. No party to any such controversy will be entitled to any punitive damages. Notwithstanding the rules of JAMS, no arbitration proceeding will be consolidated with any other arbitration proceeding without all parties’ consent. The arbitrator shall, in the award, allocate all of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail.

 

NOTICE: By executing a Subscription Agreement for this Offering, Subscriber is agreeing to have all disputes, claims, or controversies arising out of or relating to this Agreement decided by neutral binding arbitration, and Subscriber is giving up any rights he, she or it may possess to have those matters litigated in a court or jury trial. By executing this Subscription Agreement, Subscriber is giving up his, her or its judicial rights to discovery and appeal except to the extent that they are specifically provided for in this Subscription Agreement. If Subscriber refuses to submit to arbitration after agreeing to this provision, Subscriber may be compelled to arbitrate under federal or state law. Subscriber confirms that his, her or its agreement to this arbitration provision is voluntary.

 

NOTICE REGARDING AGREEMENT TO ARBITRATE

 

THIS OFFERING STATEMENT REQUIRES THAT ALL INVESTORS ARBITRATE ANY DISPUTE ARISING OUT OF THEIR INVESTMENT IN THE COMPANY. ALL INVESTORS FURTHER AGREE THAT THE ARBITRATION WILL BE BINDING AND HELD IN THE STATE OF NEVADA, IN THE COUNTY OF CLARK. EACH INVESTOR ALSO AGREES TO WAIVE ANY RIGHTS TO A JURY TRIAL. OUT OF STATE ARBITRATION MAY FORCE AN INVESTOR TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. OUT OF STATE ARBITRATION MAY ALSO COST AN INVESTOR MORE TO ARBITRATE A SETTLEMENT OF A DISPUTE.

 

38

 

StreamNet, Inc.


Financial Statements

 

Contents

 

Report of Independent Registered Public Accounting Firm  F-2
    
Balance Sheets as of December 31, 2017 and 2016  F-3
    
Statements of Operations for the Year Ended December 31, 2017 and from July 1, 2016 (inception) through December 31, 2016  F-4
    
Statement of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2017 and 2016  F-5
    
Statement of Cash Flows for the Years Ended December 31, 2017 and from July 1, 2016 (inception) through December 31, 2016  F-6
    
Notes to Financial Statements  F-7

 

F-1

 

 AJ Robbins CPA, LLC  
Certified Public Accountant  

 

To the Board of Directors

StreamNet, Inc.

 

INDEPENDENT AUDITOR’S REPORT

 

Report on the Financial Statements

 

We have audited the accompanying financial statements of StreamNet, Inc., which comprise the balance sheets as of December 31, 2017 and 2016 and the related statements of operations, changes in stockholders’ equity ( deficit), and cash flows for the year ended December 31, 2017 and the period from inception July 1, 2016 to December 31, 2016 and the related notes to the financial statements.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s 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 entity’s internal control. Accordingly, we 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Emphasis of Matter Regarding Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the financial statements, the Company has incurred losses since inception and has accumulated a deficit of $96,185 as of December 31, 2017. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of StreamNet, Inc., as of December 31, 2017 and 2016, and the results of its operations and its cash flows for the periods from July 1, 2016 (inception) to December 31, 2016, and for the year ended December 31, 2017 in accordance with accounting principles generally accepted in the United States of America.

 

Denver, Colorado

May 9, 2018

 

F-2

 

StreamNet, Inc.

Balance Sheets

 

 

   December 31, 
   2017   2016 
ASSETS        
Current assets:          
Cash  $40   $46 
           
Total assets  $40   $46 
           

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

          
Current liabilities:          
Accounts payable  $44,026   $- 
Loans payable   20,000    - 
Accrued liabilities   1,333    20,000 
Due to related party   -    100 
Total current liabilities   65,359    20,100 
Commitments and Contingencies   -    - 
Stockholders’ Equity (Deficit):          
Common stock $0.001 par value, 800,000,000 shares authorized; 23,336,600 and 4,000,000 shares issued, respectively and outstanding   23,337    4,000 
Additional paid-in capital   7,529    - 
Common stock payable   -    18,500 
Accumulated deficit   (96,185)   (42,554)
Total stockholders’ deficit   (65,319)   (20,054)
           
Total liabilities and stockholders’ equity  $40   $46 

 

The accompanying notes are an integral part of these financial statements.

 

F-3

 

StreamNet, Inc.

Statements of Operations

 

 

   For the Year Ended December 31, 2017   July 1,
2016 (inception) through December 31, 2016
 
Consulting Revenue  $-   $4,500 
           
Operating expenses:          
Officer compensation   6,801    - 
General and administrative   46,830    47,054 
Total operating expenses   53,631    47,054 
           
Net loss from operations   (53,631)   (42,554)
           
Loss before income tax   (53,631)   (42,554)
Provision for income taxes   -    - 
           
Net Loss  $(53,631)  $(42,554)
           
Basic and diluted net loss per common share  $(0.00)  $(0.04)
           
Basic and diluted weighted average common shares outstanding   15,998,970    964,384 

 

The accompanying notes are an integral part of these financial statements.

 

F-4

 

StreamNet, Inc.

Statement of Stockholders’ Equity (Deficit)

 

 

   Common Stock   Additional
Paid-In
   Common Stock   Accumulated     
   Shares   Amount   Capital   Payable   Deficit   Total 
Balance at July 1, 2016 (inception)   -   $-   $-   $-   $-   $- 
                               
Issuance of common stock for services   4,000,000    4,000    -    18,500    -    22,500 
                               
Net loss at December 31, 2016   -    -    -    -    (42,554)   (42,554)
                               
Balance at December 31, 2016   4,000,000    4,000    -    18,500    (42,554)   (20,054)
                               
Issuance of common stock for services   836,600    837    7,529    -    -    8,366 
                               
Common stock issued to an officer   18,500,000    18,500    -    (18,500)   -    - 
                               
Net loss at December 31,2017   -    -    -    -    (53,631)   (53,631)
                               
Balance at December 31, 2017   23,336,600   $23,337   $7,529   $-   $(96,185)  $(65,319)

 

The accompanying notes are an integral part of these financial statements.

 

F-5

 

StreamNet, Inc.

Statements of Cash Flows

 

 

   For the Year Ended December 31, 2017   July 1,
2016 (inception) through December 31, 2016
 
Cash flows from operating activities:          
Net loss  $(53,631)  $(42,554)
Adjustments to reconcile net loss to net cash used in operating activities:          
Stock-based compensation   8,366    1,500 
Stock-based compensation, related party   -    21,000 
Accounts payable   44,026    - 
Changes in Operating Assets and Liabilities:          
Accruals   (18,667)   20,000 
Net cash used in operating activities   (19,906)   (54)
           
Cash flows from Financing activities:          
Proceeds from loan payable   20,000    - 
Advances from a related party   25,471    3,600 
Repayments to a related party   (25,571)   (3,500)
Net cash provided by investing activities   19,900    100 
           
Net increase (decrease) in cash   (6)   46 
           
Cash, beginning of year   46    - 
           
Cash, end of year  $40   $46 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:          
Cash paid for interest  $-   $- 
Cash paid for income taxes  $-   $- 

 

The accompanying notes are an integral part of these financial statements.

 

F-6

 

StreamNet, Inc.

Notes to Financial Statements

 

NOTE 1 - DESCRIPTION OF BUSINESS AND HISTORY

 

Description of business

StreamNet, Inc. (the “Company”) was incorporated in the State of Nevada on July 1, 2016 and is a music and entertainment technology company whose primary business is the providing of streaming entertainment content.

 

NOTE 2 - SUMMARY OF SIGNIFICANT POLICIES

 

Basis of presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

 

Development Stage Company

The company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities” The company is devoting substantially all of its efforts to the development of its business plans. The company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

 

Cash and cash equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value. There were no cash equivalents for the year ended December 31, 2017 and the period ending December 31, 2016.

 

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.  To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 

Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.

 

F-7

 

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments.  

 

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis as of December 31, 2017 and 2016.

 

Earnings (loss) per share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.

 

Stock-based compensation

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with Financial Accounting Standards Board (“FASB”) ASC 718-10, Compensation – Stock Compensation, and the conclusions reached by FASB ASC 505-50, Equity – Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

 

Revenue recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

Income taxes

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statement of Income in the period that includes the enactment date.

 

On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2017, using the new corporate tax rate of 21 percent. See Note 6.

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes.  Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

 

F-8

 

Recent Accounting Pronouncements

The Company has evaluated recent pronouncements and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows.

 

NOTE 3 - GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has accumulated a deficit of $96,185 as of December 31, 2017. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

The Company has discussed ways in order to mitigate conditions or events that may raise substantial doubt about its ability to continue as a going concern. There are no assurances that any of these measures will be successful. (1) The Company intends to pursue financing plans to raise funds to judiciously spend towards operational expenses, (2) The Company intends to continue to employ low cost measures to operate its business and analyze any unnecessary cost or expense, (3) The Company intends to seek to avoid unnecessary expenditures, travel, and lodging costs that are not mission critical to its business.

 

NOTE 4 - LOAN PAYABLE

 

On March 3, 2017, a third party loaned the Company $20,000. The loan is unsecured, bears interest at 8%, and is due on demand. As of December 31, 2017 there is $1,333 of interest accrued on the loan.

 

NOTE 5 - COMMON STOCK

 

On October 4, 2016 the Company granted 1,500,000 shares of common stock at par value for compensation for services for total non-cash expense of $1,500.

 

On October 4, 2016 the Company granted 20,000,000 shares of common stock at par value to the CEO for compensation for services for total non-cash expense of $20,000. As of December 31, 2016, 18,500,000 of those shares had not yet been issued by the transfer agent and are disclosed as accrued common stock payable. The shares were issued in May 2017.

 

On October 4, 2016 the Company granted 1,000,000 shares of common stock at par value to a relative of the CEO for compensation for services for total non-cash expense of $1,000.

 

During the year ended December 31, 2017, the Company granted 836,600 shares of common stock for services at $0.01 per share, for total non-cash expense of $8,336.

 

NOTE 6 - INCOME TAXES

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used in the current year due to the new tax law recently enacted.

 

F-9

 

Net deferred tax assets consist of the following components as of December 31: 

 

   2017   2016 
Deferred tax assets:          
NOL carryover  $17,500   $7,700 
Deferred tax liabilities:          
None   -    - 
Valuation allowance   (17,500)   (7,700)
           
Net deferred tax asset  $-   $- 

  

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years ended December 31, 2017 and 2016 due to the following:

 

   2017   2016 
Book loss  $(11,300)  $(8,900)
Meals and entertainment   100    - 
Stock based compensation   1,800    4,700 
Valuation allowance   9,400    4,200 
   $-   $- 

  

At December 31, 2017, the Company had net operating loss carry forwards of approximately $45,000 that maybe offset against future taxable income.  No tax benefit has been reported in the December 31, 2017 or 2016 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. The change in the valuation allowance for the year ended December 31, 2017 was an increase of $5,200.

 

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018.

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

 

NOTE 7 - RELATED PARTY TRANSACTIONS

 

On October 4, 2016 the Company granted 20,000,000 shares of common stock at par value to the CEO for compensation for services for total non-cash expense of $20,000. As of December 31, 2016, 18,500,000 of those shares had not yet been issued by the transfer agent and are disclosed as accrued common stock payable. The shares were issued in May 2017.

 

On October 4, 2016 the Company granted 1,000,000 shares of common stock at par value to a relative of the CEO for compensation for services for total non-cash expense of $1,000.

 

During the year ended December 31, 2017, the CEO advanced the Company $25,471 to pay for general operation expenses. The advances were unsecured, non-interest bearing and due on demand. As of December 31, 2017, all advances had been repaid in full.

 

During the year ended December 31, 2017, the CEO received $6,801 for consulting services.

 

NOTE 8 - SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued on May 9 2018, and through the date of the filing, and has determined that it has the following material subsequent events to disclose in these financial statements.

 

Subsequent to December 31, 2017, the Company granted 400 shares of common stock for services at $0.01 per share, for total non-cash expense of $4.

 

F-10

 

StreamNet Inc.

Balance Sheets

 

   September 30,   December 31, 
   2018   2017 
   (Unaudited)     
Current assets:          
Cash  $489   $40 
           
Total current assets   489    40 
           
Total assets  $489   $40 
           
Curren liabilities:          
Accounts payable  $51,526   $47,026 
Loans payable   20,000    20,000 
Loan from CEO   14,065    - 
Accrued Liabilities   2,533    1,333 
           
Total current liabilities   88,124    68,359 
           
Commitments and contingencies   -    - 
           
Stockholders’ equity (deficit)          
Common stock  $0.001 par value, 800,000,000 shares authorized: 23,668,900 and 23,336,600 outstanding as of September 30, 2018 and December 31, 2017, respectively   23,669    23,337 
Additional paid in capital   356,212    7,529 
Accumulated deficit   (467,516)   (99,185)
           
Total stockholders’ deficit   (87,635)   (68,319)
           
Total liabilities and stockholders’ deficit  $489   $40 

 

The accompanying notes are an integral part of these financial statements.

 

F-11

 

StreamNet Inc

Statement of Operations

(Unaudited)

 

   For the three months ended September 30,   For the nine months ended September 30, 
   2018   2017   2018   2017 
                 
Consulting Revenue  $-   $-   $-   $- 
                     
Operating expenses                    
Contract labor   29,841    -    66,653    - 
Professional fees   -    -    15,225    - 
General and administrative   41,677    7,806    285,653    50,032 
Total operating expenses   71,518    7,806    367,531    50,032 
                     
Net loss from operations   (71,518)   (7,806)   (367,531)   (50,032)
                     
Other expense                    
Interest expense   400    526    800    526 
Total other expense   400    526    800    526 
                     
Loss before income taxes   (71,918)   (8,332)   (368,331)   (50,558)
                     
Provision for income taxes   -    -    -    - 
                     
Net loss  $(71,918)  $(8,332)  $(368,331)  $(50,558)
                     
Basic and diluted net loss per common share  $(0.003)  $(0.001)  $(0.016)  $(0.006)
                     
Basic and diluted weighted average common shares outstanding   23,376,021    8,310,471    23,398,500    8,310,471 

 

The accompanying notes are an integral part of these financial statements.

 

F-12

 

StreamNet Inc

Statement of Cash Flows

(Unaudited)

 

   For the Nine months   For the Nine months 
   ended September 30, 2018   ended September 30, 2017 
         
Cash flows from operating activities          
Net loss  $(368,331)   (50,558)
Adjustments to reconcile net loss to Stock based compensation   243,000    8000 
Change in operating assets and liabilities          
Increase in accounts payable   4,500    5872 
Increase in accrued liabilities   1,200    526 
Net cash used in operating activities   (119,631)   (36,160)
           
Cash flows from investing activities          
           
Cash flows from financing activities          
Advance from related party        16,170 
Proceeds from loan payable        20,000 
Proceeds from loan from CEO   14,065      
Proceeds from sale of common stock   106,015      
           
Net cash provided by operating activities   120,080    36,170 
           
Net increase in cash   449    10 
           
Cash, beginning of period   40    46 
           
Cash, ending of period  $489   $56 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION          
Cash paid for interest  $-   $- 
Cash paid for income tax  $-   $- 

 

The accompanying notes are an integral part of these financial statements.

 

F-13

 

StreamNet, Inc.

Notes to Financial Statements

September 30, 2018

(Unaudited)

 

NOTE 1 – DESCRIPTION OF BUSINESS AND HISTORY

 

Description of business

StreamNet, Inc. (the “Company”) was incorporated in the State of Nevada on July 1, 2016 and is a music and entertainment technology company whose primary business is the providing of streaming entertainment content.

 

NOTE 2 – SUMMARY OF SIGNIFICANT POLICIES

 

Basis of presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

 

Development Stage Company

The company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities” The Company is devoting substantially all of its efforts to the development of its business plans. The company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915.

 

Cash and cash equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value. There were no cash equivalents for the nine months and year ended September 30, 2018 and December 31, 2017, respectively.

 

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.  To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
   
Level 2:

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

   
Level 3: Pricing inputs that are generally observable inputs and not corroborated by market data.

 

F-14

 

The carrying amount of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses approximate their fair value because of the short maturity of those instruments.  

  

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis as of September 30, 2018 and December 31, 2017.

 

Earnings (loss) per share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.

 

Stock-based compensation

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with Financial Accounting Standards Board (“FASB”) ASC 718-10, Compensation – Stock Compensation, and the conclusions reached by FASB ASC 505-50, Equity – Equity-Based Payments to Non-Employees. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

 

Revenue recognition

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition.  The Company recognizes revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

Income taxes

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statement of Income in the period that includes the enactment date.

 

On December 22, 2017, the Tax Cuts and Jobs Act (TCJA) was signed into law by the President of the United States. TCJA is a tax reform act that among other things, reduced corporate tax rates to 21 percent effective January 1, 2018. FASB ASC 740, Income Taxes, requires deferred tax assets and liabilities to be adjusted for the effect of a change in tax laws or rates in the year of enactment, which is the year in which the change was signed into law. Accordingly, the Company adjusted its deferred tax assets and liabilities at December 31, 2017, using the new corporate tax rate of 21 percent. See Note 6.

 

F-15

 

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes.  Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

 

Recent Accounting Pronouncements

The Company has evaluated recent pronouncements and believes that none of them will have a material impact on the Company’s financial position, results of operations or cash flows.

 

NOTE 3 – GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has accumulated a deficit of $467,516 as of September 30, 2018. The Company requires capital for its contemplated operational and marketing activities. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

 

The Company has discussed ways in order to mitigate conditions or events that may raise substantial doubt about its ability to continue as a going concern. There are no assurances that any of these measures will be successful. (1) The Company intends to pursue financing plans to raise funds to judiciously spend towards operational expenses, (2) The Company intends to continue to employ low cost measures to operate its business and analyze any unnecessary cost or expense, (3) The Company intends to seek to avoid unnecessary expenditures, travel, and lodging costs that are not mission critical to its business.

 

NOTE 4 – LOAN PAYABLE

 

On March 3, 2017, a third party loaned the Company $20,000. The loan is unsecured, bears interest at 8%, and is due on demand. As of September 30, 2018 there is $2,533 of interest accrued on the loan.

 

NOTE 5 – COMMON STOCK

 

During the year ended December 31, 2017, the Company granted 836,600 shares of common stock for services at $0.01 per share, for total non-cash expense of $8,336.

 

On March 2, 2018 the Company sold 2,800 shares of common stock for $13,915 cash.

 

On April 9, 2018 the Company sold 6,000 shares of common stock for $1.00 per share totaling $6,000

 

On April 11, 2018 the Company sold 2,000 shares of common stock for $1.00 per share totaling $2,000

 

On April 16, 2018 the Company sold 30,000 shares of common stock for $1.00 per share totaling $30,000

 

On May 15, 2018 the Company sold 5,100 shares of common stock for $1.00 per share totaling $5,100

 

On May 25, 2018 the Company sold 2,000 shares of common stock for $1.00 per share totaling $2,000

 

On May 31, 018 the Company sold 2,000 shares of common stock for $1.00 per share totaling $2,000

 

On June 4, 2018 the Company sold 2,000 shares of common stock for $1.00 per share totaling $2,000

 

F-16

 

On June 29, 2018 the Company sold 5,000 shares of common stock for $1.00 per share totaling $5,000

 

On June 29, 2018 the Company sold 5,000 shares of common stock for $1.00 per share totaling $5,000

 

On July 26, 2018 the Company sold 15,000 shares of common stock for $1.00 per share totaling $15,000

 

On September 6, 2018 the Company sold 9,000 shares of common stock for $1.00 per share totaling $9,000

 

On September 21, 2018 the Company sold 9,000 shares of common stock for $1.00 per share totaling $9,000

 

Between January 1, 2018 and September 30, 2018 the Company issued 243,000 of its restricted common shares to eleven individuals for services provided to the Company, at a cost of $1 per share or a total cost of $243,000.

 

NOTE 6 – INCOME TAXES

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used in the current year due to the new tax law recently enacted.

  

Net deferred tax assets consist of the following components as of: 

 

   September 30,   December 31, 
   2018   2017 
         
Deferred tax assets          
NOL carryover  $47,600   $18,700 
Deferred tax liabilities          
None          
Valuation adjustment   (47,600)   (18,700)
           
Net deferred tax asset  $-   $- 

 

F-17

 

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the nine months ended September 30, 2018 and year ended December 31, 2017.

  

   September 30,   December 31, 
   2018   2017 
Book loss  $(368,331)  $(11,900)
Meals and entertainment   2,257    100 
Stock based compensation   -    1,800 
Valuation allowance   366,074    10,000 
   $-   $- 

 

At September 30, 2018, the Company had net operating loss carry forwards of approximately $47,600 that maybe offset against future taxable income.  No tax benefit has been reported in the September 30, 2018 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. The change in the valuation allowance for the period ended September 30, 2018 was an increase of $356,000.

 

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cut and Jobs Act (the “Tax Act”). The Tax Act establishes new tax laws that affects 2018 and future years, including a reduction in the U.S. federal corporate income tax rate to 21% effective January 1, 2018.

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

 

NOTE 7 – RELATED PARTY TRANSACTION

 

During the nine months ended September 30, 2018 the CEO loaned the Company $14,065 to pay operating expenses. The loan is non-interest bearing and payable on demand.

 

NOTE 8 – SUBSEQUENT EVENTS

 

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued on November 19, 2018, and through the date of the filing, and has determined that it has no material subsequent events to disclose in these financial statements.

 

F-18

 

PART III

 

EXHIBIT INDEX

 

Exhibit No.   Document
2.1   Articles of Incorporation*
2.2   By-laws*
7   Managing Broker-Dealer Agreement
8.1   Participating Dealer Agreement
8.2   Escrow Agreement
9   No Lien Letter
11   Opinion of The Law Offices of Thomas C. Cook, Ltd.
12.1   Opinion 2017 of AJ Robbins, CPA LLC
12.2   Consent of AJ Robbins, CPA LLC
13   Purchase Questionnaire and Subscription Agreement
14   W-9
15.1   Transfer Agent and Registrar Agreement
15.2   Stock Lock-Up Letter

 

* Previously Filed

 

III-1

 

SIGNATURES

 

Pursuant to the Requirements of the Securities Act of 1933, the Registrant has duly caused this Post Qualification AMENDMENT NO. 7 to the Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on March 18, 2019.

 

  StreamNet, Inc.
     
  By: Mr. Darryl Payne
     
  /s/ Mr. Darryl Payne
  Name:  Mr. Darryl Payne
  Title: Chief Executive Officer and Director (principal executive officer, principal accounting officer)
     
  By: Mr. William Beamon
     
  /s/ Mr. William Beamon
  Name:  Mr. William Beamon
  Title: Vice President and Director

 

 

III-2