Offering Statement

The Company

Directors of the Company

Officers of the Company

Principal Security Holders

INSTRUCTION TO QUESTION 6: The above information must be provided as of a date that is no more than 120 days prior to the date of filing of this offering statement.

To calculate total voting power, include all securities for which the person directly or indirectly has or shares the voting power, which includes the power to vote or to direct the voting of such securities. If the person has the right to acquire voting power of such securities within 60 days, including through the exercise of any option, warrant or right, the conversion of a security, or other arrangement, or if securities are held by a member of the family, through corporations or partnerships, or otherwise in a manner that would allow a person to direct or control the voting of the securities (or share in such direction or control — as, for example, a co-trustee) they should be included as being “beneficially owned.” You should include an explanation of these circumstances in a footnote to the “Number of and Class of Securities Now Held.” To calculate outstanding voting equity securities, assume all outstanding options are exercised and all outstanding convertible securities converted.

Business and Anticipated Business Plan

RISK FACTORS

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 document or literature.

These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.

• This is a brand-new company.

  While over three years of research and planning have gone into the formation of and vision for the Company, incubated within its parent company One Door Studios, prior to becoming its own legal entity, it has no history, no customers, and no revenues. If you are investing in this company, it’s because you think this is a good idea, that the management team can execute it better than the competition, and that they can price it right and sell it to enough people that the company will succeed. While we are led by a team with decades of experience in building and operating successful video streaming services, and in business leadership for entertainment and media companies, you are taking all these things on faith, because it’s impossible to know what will happen. 

• We believe that what we’re doing has never been done before.

  We are (to our knowledge) the first company to attempt our business model. Our thesis is that our product will give us a competitive advantage. However, our thesis could be wrong. Even if it’s not, our ability to maintain our competitive advantage will depend on our ability to protect our concept, trade secrets, and any other intellectual property that we develop or acquire. See section above entitled “Intellectual Property.” Other companies with more resources than we have may find a way to copy our idea.  We may need to enter into costly and attention-diverting litigation to protect our patent rights; or we may not have the resources to do so and would lose this competitive edge. If that happens, we may need to alter our business plan to move toward a niche market, exclusive content, or unique brand position, and there is no guarantee we would be successful.

• Our auditor has issued a “going concern” opinion.

  Our auditor has issued a “going concern” opinion on our financial statements, which means they are not sure that we will be able to succeed as a business without additional financing.  As of the date of our last audited financial statements, we have not yet commenced planned principal operations. To date, we have not yet generated any revenue. The audit report states that our ability to continue as a going concern for the next twelve months is dependent upon our ability to generate cash from operating activities and/or to raise additional capital to fund our operations.

• 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.

INSTRUCTION TO QUESTION 8: Avoid generalized statements and include only those factors that are unique to the issuer. Discussion should be tailored to the issuer’s business and the offering and should not repeat the factors addressed in the legends set forth above. No specific number of risk factors is required to be identified.

Description of Issuer's Securities

INSTRUCTION TO QUESTION 24: name the creditor, amount owed, interest rate, maturity date, and any other material terms.

1. any director or officer of the issuer;
2. any person who is, as of the most recent practicable date, the beneficial owner of 20 percent or more of the issuer’s outstanding voting equity securities, calculated on the basis of voting power;
3. if the issuer was incorporated or organized within the past three years, any promoter of the issuer;
4. or any immediate family member of any of the foregoing persons.

INSTRUCTIONS TO QUESTION 26: The term transaction includes, but is not limited to, any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships.

Beneficial ownership for purposes of paragraph (2) shall be determined as of a date that is no more than 120 days prior to the date of filing of this offering statement and using the same calculation described in Question 6 of this Question and Answer format.

The term “member of the family” includes any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the person, and includes adoptive relationships. The term “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.

Compute the amount of a related party’s interest in any transaction without regard to the amount of the profit or loss involved in the transaction. Where it is not practicable to state the approximate amount of the interest, disclose the approximate amount involved in the transaction.

FINANCIAL CONDITION OF THE ISSUER

INSTRUCTIONS TO QUESTION 28: The discussion must cover each year for which financial statements are provided. For issuers with no prior operating history, the discussion should focus on financial milestones and operational, liquidity and other challenges. For issuers with an operating history, the discussion should focus on whether historical results and cash flows are representative of what investors should expect in the future. Take into account the proceeds of the offering and any other known or pending sources of capital. Discuss how the proceeds from the offering will affect liquidity, whether receiving these funds and any other additional funds is necessary to the viability of the business, and how quickly the issuer anticipates using its available cash. Describe the other available sources of capital to the business, such as lines of credit or required contributions by shareholders. References to the issuer in this Question 28 and these instructions refer to the issuer and its predecessors, if any.

FINANCIAL INFORMATION

OTHER MATERIAL INFORMATION

• (1) any other material information presented to investors; and
• (2) such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.

INSTRUCTIONS TO QUESTION 30: If information is presented to investors in a format, media or other means not able to be reflected in text or portable document format, the issuer should include:
(a) a description of the material content of such information;
(b) a description of the format in which such disclosure is presented; and
(c) in the case of disclosure in video, audio or other dynamic media or format, a transcript or description of such disclosure.

ONGOING REPORTING

The issuer must continue to comply with the ongoing reporting requirements until:

1. the issuer is required to file reports under Exchange Act Sections 13(a) or 15(d);
2. the issuer has filed at least one annual report and has fewer than 300 holders of record;
3. the issuer has filed at least three annual reports and has total assets that do not exceed $10 million;
4. the issuer or another party purchases or repurchases all of the securities issued pursuant to Section 4(a)(6), including any payment in full of debt securities or any complete redemption of redeemable securities; or the issuer liquidates or dissolves in accordance with state law.

APPENDICES

• Appendix A: Business Description & Plan
• Appendix B: Investor Contracts
  • SPV Subscription Agreement
  • Mystreme Subscription Agreement
• Appendix C: Financial Statements
  • Financials 1
• Appendix D: Director & Officer Work History
  
  • Chuck Hasek
  • Daniel Brian Cobb
  • Jason Brents
  • John Lee
  • Robert Ghim
  • Stephen Wollwerth
  • Thomas Elisher
• Appendix E: Supporting Documents
  • ttw_communications_119990_034020.pdf
  • ttw_communications_119990_034011.pdf
  • ttw_communications_119990_034017.pdf
  • ttw_communications_119990_034027.pdf
  • ttw_communications_119990_194009.pdf
  • MyStreme_Bios_for_Form_C__Final_3.2.23_.pdf
  • MyStreme_-_2nd_Amended_and_Restated_COI_-_1.11.23__Filed_and_Stamped_.pdf
  • MyStreme_Bylaws.pdf