MyStreme “All-In-One Streaming TV”

The Company is going to need more money.

Even if the Company sells all the Class CF Common Stock it’s offering now, it will need to raise additional capital to meet its operating needs and fulfill its plans. If the Company is unable to raise this additional capital, it will fail. There can be no guarantee that the amount we receive from this Offering will be enough to cover the cost of a subsequent capital raise and our business may not succeed.  In addition, we may not be able to raise sufficient capital in the future to continue operating our business until it becomes profitable or to fulfill our business plan.  We may be dependent on advances from our parent company, One Door Studios, to continue operations.

Does anyone want this product and will they pay enough for it?

The company will only succeed (and you will only make money) if there is sufficient demand for this streaming service, people think it’s a better option than the competition, and the management team has priced the services at a level that allows the company to make a profit and still attract business.

The streaming market is intensely competitive.

There are numerous companies providing video and entertainment streaming to the general public, in a variety of ways, through a variety of branded messages that they believe will earn them significant market share. While no other company is offering the aggregated-content, AI-driven streaming service we intend to offer, it is possible potential customers will opt for another streaming service.

If our efforts to attract and retain members are not successful, our business will be adversely affected.

Our ability to attract members will depend in part on our ability to consistently provide our members with compelling content choices, effectively market our service, as well as provide a quality experience for selecting and viewing TV series and movies. Furthermore, the relative service levels, content offerings, pricing, and related features of competitors to our service may adversely impact our ability to attract and retain memberships. Competitors include other entertainment video providers and streaming entertainment providers, as well as video gaming providers and more broadly other sources of entertainment that our members could choose in their moments of free time. If consumers do not perceive our service offering to be of value, including if we introduce new or adjust existing features, adjust pricing or service offerings, or change the mix of content in a manner that is not favorably received by them, we may not be able to attract and retain members. In addition, many of our members may rejoin our service or originate from word-of-mouth advertising. If our efforts to satisfy our members are not successful, we may not be able to attract additional members, and as a result, our ability to maintain and/or grow our business will be adversely affected. Members may cancel our service for many reasons, including a perception that they do not use the service sufficiently, the need to cut household expenses, availability of content is unsatisfactory, competitive services provide a better value or experience and customer service issues are not satisfactorily resolved. We must continually add new memberships both to replace canceled memberships and to grow our business beyond our current membership base. While we intend to permit multiple users within the same household to share a single account for non-commercial purposes, if account sharing is abused, our ability to add new members may be hindered and our results of operations may be adversely impacted. If we do not grow as expected, given, in particular, that our content costs will be largely fixed in nature and contracted over several years, we may not be able to adjust our expenditures or increase our (per membership) revenues commensurate with the lowered growth rate such that our margins, liquidity and results of operation may be adversely impacted. If we are unable to successfully compete with current and new competitors in both retaining members and attracting new members, our business will be adversely affected. Further, if excessive numbers of members cancel our service, we may be required to incur significantly higher marketing expenditures than we currently anticipate replacing these members with new members.

Our key executives have not yet executed employment agreements with us.

We do not have executed employment or similar agreements with our Chief Executive Officers or our Chief Marketing Officer and, as a result, they are not contractually restricted from competing with us.  They are also not obligated to keep our internal strategies, plans, discussions with streaming providers or any other information confidential, or to grant us a license to any intellectual property they may develop for our business.  Should any of these officers decide to end their relationship with our company, they could join, or provide our information to, a would-be competitor.  In addition, our CMO could sell or license on an exclusive basis his patented technology to a would-be competitor and we may not be able to separately develop or license technology that enables us to realize our business concept.  In either case, our business might not survive.

Piracy-based video offerings could adversely impact our business.

Piracy, historically, has posed a serious threat to damage businesses in the music and video download and streaming industry, as its fundamental proposition to consumers is so compelling and difficult to compete against: virtually all content for free. Furthermore, in the absence of a viable and reasonably priced solution, piracy services have provided an alternative to legal forms of acquiring downloadable or streaming video content. Traditional providers of entertainment video, including broadcasters and cable network operators, as well as internet-based e-commerce or entertainment video providers are increasing their streaming video offerings. The example of the music industry has shown that when a reasonably priced solution (i.e.. Spotify) is presented, the demand for piracy becomes less of a threat since most customers would prefer a legal and safe way to stream content on their device. While the Company hopes to present a similar solution for video streaming, it may not succeed as Spotify did in the music industry.

We may never have an operational product or service.

It is possible that there may never be an operational MyStreme streaming service, or a MyStreme streaming service as we currently envision it. It is possible that the failure to release the product is the result of a change in business model upon the Company’s determination that the business model, or some other factor, will not be in the best interest of the Company.

If our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by our competitors, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.

We rely and expect to continue to rely on a combination of confidentiality and license agreements with our employees, consultants and third parties with whom we have relationships, as well as trademark, copyright, patent and trade secret protection laws, to protect our proprietary rights. We may also seek to enforce our proprietary rights through court proceedings or other legal actions. We expect to file from time to time, based on our current business plan, for trademark and patent applications. Nevertheless, these applications may not be approved, third parties may challenge any copyrights, patents or trademarks issued to or held by us, third parties may knowingly or unknowingly infringe our intellectual property rights, and we may not be able to prevent infringement or misappropriation without substantial expense to us. If the protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of our brand, content, and other intangible assets may be diminished, competitors may be able to more effectively mimic our service and methods of operations, the perception of our business and service to members and potential members may become confused in the marketplace, and our ability to attract members may be adversely affected.

Intellectual property claims against us could be costly and result in the loss of significant rights related to, among other things, our website, streaming technology, our recommendation and merchandising technology, title selection processes and marketing activities.

Trademark, copyright, patent, and other intellectual property rights are important to us and other companies. Our intellectual property rights extend to our technology, business processes and the content we produce and distribute through our service. We use the intellectual property of third parties in creating some of our content, merchandising our products and marketing our service. From time to time, third parties may allege that we have violated their intellectual property rights. If we are unable to obtain sufficient rights, successfully defend our use, or develop non-infringing technology or otherwise alter our business practices on a timely basis in response to claims against us for infringement, misappropriation, misuse or other violation of third-party intellectual property rights, our business and competitive position may be adversely affected. Many companies are devoting significant resources to developing patents that could potentially affect many aspects of our business. There are numerous patents that broadly claim means and methods of conducting business on the internet. We have not searched patents relative to our technology. Defending ourselves against intellectual property claims, whether they are with or without merit or are determined in our favor, results in costly litigation and diversion of technical and management personnel. It also may result in our inability to use our current website, streaming technology, our recommendation and merchandising technology or inability to market our service or merchandise our products. We may also have to remove content from our service, or remove consumer products or marketing materials from the marketplace. As a result of a dispute, we may have to develop non-infringing technology, enter into royalty or licensing agreements, adjust our content, merchandising or marketing activities or take other actions to resolve the claims. These actions, if required, may be costly or unavailable on terms acceptable to us.

If studios, content providers, or other rights holders refuse to license streaming content or other rights upon terms acceptable to us, our business could be adversely affected.

During our “crawl phase” described above, while the Company’s subscriber population is too low to attract the largest and most popular content providers, it has the option to aggregate content from providers globally through a proxy relationship with customers in which they allow the Company to manage their subscriptions on their behalf. As a result, we will not have the most advantageous discounts for content viewed. Once we have 1 million subscribers or more, if we are able to reach that amount, we will be able to negotiate with the major content providers directly for discounted rates on their content. Until then, we plan to use each subscriber’s existing subscriptions and to enter ccontent relationships with the nearly 200 other content sources who may be eager to have access to an expanding viewer base, thereby increasing their revenues and viewer reach. However, during phase two, our ability to provide our members with content they can watch depends on studios, content, providers, and other rights holders licensing rights, including distribution rights, to such content and certain related elements thereof, such as the public performance of music contained within the content we distribute. The license periods and the terms and conditions of such licenses vary. Content providers may be unwilling to provide us with access to certain content, such as including popular series or movies, or in fact any content. If the studios, content providers, and other rights holders are not or are no longer willing or able to license us content upon terms acceptable to us, our ability to attract subscribers to our platform may be adversely affected and/or our costs could increase. Certain licenses for content provide for the studios or other content providers to withdraw content from service relatively quickly. Because of these provisions as well as other actions we may take, content available through our service could be withdrawn on short notice. If we do not maintain a compelling mix of content, our membership acquisition and retention may be adversely affected, and our business may not survive.

You will not be investing directly into the Company, but into a special purpose vehicle.

Changes to the securities laws that went into effect March 15, 2021, permit us to use a special purpose vehicle or SPV in this offering. That means that you will invest in Wefunder SPV, LLC (the “SPV”) and with the money you pay, it will buy our Class CF Common Stock by becoming a member of the SPV.

The securities in this offering will, therefore, be issued by both the Company and the SPV. The proceeds from the offering will be received by the SPV and invested immediately in the securities issued by the Company.  The SPV will be the legal owner of the Class CF Common Stock. Investors in this offering will own membership interests in the SPV. Pursuant to SEC rules, investors will receive the same economic, voting and information rights in the Class CF Common Stock as if they had invested directly with the Company. However, it may not always be possible to replicate those rights exactly, because the SPV is an LLC formed under Delaware law, as opposed to a Delaware corporation. This sort of arrangement has not been used for investing before, and there may be unforeseen risks and complications. You will also be relying on the Manager of the SPV, to make sure the SPV complies with Delaware law and functions in accordance with securities law.

You can’t easily resell the securities.

 There are restrictions on how you can resell your securities for the next year. More importantly, there is no market for these securities, and there might never be one. It’s unlikely that the company will ever go public or get acquired by a bigger company. That means the money you paid for these securities could be tied up for a long time.

Investors will be non-voting stock and voting control is in the hands of a few large stockholders. 

The shares of Class CF Common Stock are non-voting and voting control is in the hands of a few large stockholders. Therefore, investors in this Offering will have a limited ability to influence our policies or any other corporate matter, including the election of directors, changes to our company’s governance documents, or other major action requiring stockholder approval.

There are zero full time officers in the Company at present. As such, it is likely that the company will not make the same progress as it would if that were not the case.

The offering price has been arbitrarily set by the Company.

We have set the price of our Class CF Common Stock at $4.90 per share based on our estimated pre-offering valuation of $49 million. Valuations for companies at our stage are purely speculative. We have not generated any significant revenue, nor do we have deals in place yet to do so. Our valuation has not been validated by any independent third party, and may fall precipitously. It is a question of whether you, the investor, are willing to pay this price for a percentage ownership of a start-up company. You should not invest if you disagree with this valuation.

We intend to seek additional capital that could result in stockholder dilution or that may have rights senior to those of holders of our Class CF Common Stock.

The Company will need additional capital to continue operating. Any disruption in the capital markets could make it more difficult and expensive for us to raise additional capital. Even if it does make successful offerings in the future, it could result in your investment being diluted, and, as a result, your investment being worth less. If additional funds are raised through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our Class CF Common Stock.

You may not have access to the same information that later investors may have.

The Company is currently considering conducting future capital raise offerings subsequent to this Offering under Regulation CF, although there can be no assurance that the offering statement for that offering will be qualified, or will not be terminated. The offering statement for future contemplated offerings may contain more information, or different information, than is contained in this Form C. By investing in this Offering, you are taking the risk that you would have made a different investment decision if you had had access to that information.