CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this Quarterly Report on Form 10-Q are "forward-looking statements" within the meaning of the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements regarding our current beliefs, goals and expectations about matters such as our expected financial position and operating results, our business strategy and our financing plans. The forward-looking statements in this report are not based on historical facts, but rather reflect the current expectations of our management concerning future results and events. The forward-looking statements generally can be identified by the use of terms such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "may," "guidance," "estimate," "potential," "outlook," "target," "forecast," "likely" or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals are, or may be, forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements. We cannot guarantee that our forward-looking statements will turn out to be correct or that our beliefs and goals will not change. Our actual results could be very different from and worse than our expectations for various reasons. You should review carefully all information, including the discussion of risk factors under "Part I. Item 1A: Risk Factors" and "Part II. Item 7: Management'sDiscussion and Analysis of Financial Condition and Results of Operations" of the Form 10-K for the year ended September 30, 2021. Any forward-looking statements in the Form 10-Q are made only as of the date hereof and, except as may be required by law, we do not have any obligation to publicly update any forward-looking statements contained in this Form 10-Q to reflect subsequent events or circumstances.

Throughout this Quarterly Report on Form 10-Q, the terms "CLIS," "we," "us," "our," "the company" and "our company" refer to Clickstream Corporation, a Nevada corporation and its subsidiaries.





Our corporate history

We were incorporated in Nevada on September 30, 2005, and previously operated under the name of Peak Resource Incorporated. In August 2008, we changed our name to "Mine Clearing Corporation". We had been operating as an exploration division in the mining sector until May 2014. On May 2, 2014, we acquired all of the shares of Clickstream Corporation, a Nevada corporation. Subsequent to the acquisition, we were operating as a data analytics tool developer and had sought to further develop and exploit our data analytics technology and proprietary algorithms. Currently, we are a technology company focused on developing apps and digital platforms that disrupt conventional industries. We're currently marketing and developing WinQuik, HeyPal, Nifter & Joey's Animal Kingdom respectively.

The address of our virtual executive office is 8549 Wilshire Blvd., Suite 2181, Beverly Hills, California 90211, and our telephone number is (213) 205-0684.





Overview

Over the last few years, there has been a substantial increase in the availability and quality of applications readily available from sources such as Google Play Store and Apple Play Store for various types of gaming. The initial objective of the Company is to develop apps and digital platforms that disrupt conventional industries. The Company is currently marketing and developing WinQuik™, HeyPal™, Nifter™ and Joeys Animal Kingdon™ respectively. WinQuik™, is a free-to-play synchronized mobile app and digital gaming platform. The platform is designed to enable WinQuik™ users to have fun, interact and compete in order to win real money and prizes. WinQuik™ website is currently under construction as ClickStream considers revamping the Platform to give it a new improved form, structure and appearance. HeyPal™, a unit of our subsidiary Nebula Software Corp., is a language learning app that focuses on "language exchanging" between users around the world. Nifter™, by way of ClickStream subsidiary Rebel Blockchain Inc., is a music NFT marketplace that allows artists to create, sell and discover unique music and sound NFTs on the Nifter™ marketplace. Joey's Animal Kingdom™ is a children's entertainment and education app that takes kids all around this amazing planet to see incredible animals and creatures.

In September 2021, the Company acquired approximately 53% of Winners, Inc. (WNRS) which together with its prior holdings gives an approximate 55% interest in the common stock of WNRS. Due to the existence of super-voting preferred stock of WNRS, the Company has a vote of approximately 5%. However, management has concluded that Winners, Inc and its subsidiary VegasWinners, Inc. should be considered as an investment in equity method investee.





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Recent Developments

Issuance of Common Stock for Services

During the three months ended December 31, 2021, the Company issued a total of 6,797,534 shares of common stock to consultants with a fair value of $422,000 for services rendered. The common shares issued were valued at the trading price at the respective date of issuances.

Issuance of Common Stock for Settlement of Employment Agreement

On October 14, 2021, the Company issued a total of 1,550,000 shares of common stock as settlement of an employment agreement with a former employee. The common shares were valued at the trading price of $0.10 on the settlement date or $155,000. As there was $9,000 accrued to the employee, the Company recognized a loss on the settlement of $146,000.

Issuance of Common Stock for Cash

During the three months December 31, 2021, the Company issued a total of 15,000,000 shares of common stock in a private placement offering for cash proceeds of $750,000.

Results of Operations-Comparison of the Three Months Ended December 31, 2021 and 2020

Research and Development Expenses

During the three months ended December 31, 2021 and 2020, we incurred $82,000 and $233,000 million of research and development expenses, respectively. A decrease of $151,000. This is mainly due to the research and development expenses incurred for the HeyPal™ app and Nifter™music NFT. In December 2020, the Company acquired Nebula Software Corp. owner of HeyPal™. In March 2021, the Company acquired Rebel Blockchain, Inc. the owner of Nifter™ Music NFT Marketplace. Nebula incurred $63,000 during 2021 and Rebel Blockchain incurred $7,000 during 2021. This increase of $70,000 was offset by a reduction in Clickstream Corp of $221,000 which incurred $12,000 during 2021 as compared to $233,000 during 2020.

Selling, general and administrative expenses

During the three months ended December 31, 2021 and 2020, we incurred $1,701,000 and $731,000 million of selling, general and administrative expenses, respectively. An increase of $970,000. Stock based compensation for 2021 was $423,000 as compared to $364,000 for 2020. Additional selling, general, and administrative expenses in 2021 were due to increased spending on investor relations campaigns to broaden awareness of the Company, additional spending on sales and marketing, additional spending on consulting costs and increased legal costs primarily associated with regulatory and financing efforts as well as expenses from the operations of Nebula Software Corp. and Rebel Blockchain, Inc.

Settlement of employment agreement

During the three months ended December 31, 2021, the Company recorded a loss on settlement of employment agreement of $146,000 related to an employment agreement with a former employee that was settled with shares of common stock. There was no such loss in three months ended December 31, 2020.

Amortization of debt discount

Amortization of debt discount was $27,000 and $0 for the three months ended December 31, 2021 and 2020, respectively. The increase is due to an increase in non-cash amortization of debt issuance costs associated with the issuance of convertible debentures during the three months ended December 31, 2021. There was no such amortization of debt discount in three months ended December 31, 2020.





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Interest Expense

During the three months ended December 31, 2021, the Company recorded interest expense of $69,000 associated with the issuance of convertible debentures during the three months ended December 31, 2021. Of this amount, $62,000 was debt premium recorded upon the issuance of a convertible note payable as the note was treated as stock settled debt. There was no such interest expense accrued in three months ended December 31, 2020.





Interest Income

During the three months ended December 31, 2021, the Company recorded interest income receivable of $21,000 from the notes receivable - Winners, Inc. There was no such interest income accrued in three months ended December 31, 2020.

Liquidity and Capital Resources

As of September 30, 2021, we had cash of $726,000. The Company's current operations have focused on business planning, raising capital, continued research and development and sales and marketing. The Company has not generated any revenue from product sales. The Company has sustained operating losses since inception and expects such losses to continue over the foreseeable future. During the three months ended September 30, 2021, the Company raised $654,000 net of $115,000 original issue discounts through a series of issuances of convertible debentures. In addition the Company raised $750,000 from the sale of common stock in a private placement. The Company also received $425,000 in repayment received on advances to Winners, Inc. We anticipate that cash utilized for selling, general, and administrative expenses will range between $1 and $2 million in the coming quarters, while research and development expenses will continue. The Company is pursuing several alternatives to address this situation, including the raising of additional funding through equity or debt financings. In order to finance existing operations and pay current liabilities over the next twelve months, the Company will need to raise an additional $5 million of capital in 2022.

Application of Critical Accounting Policies

We believe that our critical accounting policies are as follows:





  ? Research and Development Costs;

  ? Stock Based Compensation;

  ? Fair Value of Financial Instruments

  ? Equity Method Investments

  ? Asset Acquisitions

Researchand Development Costs

Research and development costs consist of expenditures for the research and development of new products and technology. These costs are primarily expenses to vendors contracted to perform research projects and develop technology for the Company's mobile gaming applications.Costs incurred for researchand development are expensed asincurred.





Stock-BasedCompensation

We accountfor our stock-basedcompensation to employees and non-employees underASC 718 "Compensation- Stock Compensation" using the fair value-based method. Under this method, compensation cost is measuredat thegrant datebased onthe valueof theaward and isrecognized over therequisite service period, which is usually the vesting period. This guidance establishes standards for theaccounting for transactions in which an entity exchanges it equity instruments for goods orservices. It also addresses transactions in which an entity incurs liabilities in exchange forgoods or services that are based on the fair value of the entity's equity instruments or thatmay be settled bythe issuance of those equityinstruments.





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Fair Value Measurements

We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. We base our fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, from time to time, we may be required to record certain assets at fair value on a non-recurring basis, such as certain impaired loans held for investment and securities held to maturity that are other-than-temporarily impaired or goodwill. These non-recurring fair value adjustments typically involve write-downs of individual assets due to application of lower-of-cost or market accounting or other accounting standards.

We have established and documented a process for determining fair value. We maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements. Whenever there is no readily available market data, management uses its best estimate and assumptions in determining fair value, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if other assumptions had been used, our recorded earnings or disclosures could have been materially different from those reflected in these financial statements. For detailed information on our use of fair value measurements and our related valuation methodologies, see Note 2 to the Consolidated Financial Statements of this report.

Equity Method Investment

The equity method is applied to investments in affiliated companies and joint ventures. An affiliated company is an entity which is not controlled by the Company but for which the Company is able to exert significant influence over the decisions on financial and operating business policies. If the Company has 20% or more but not more than 50% of the voting rights of another entity, the Company is presumed to have significant influence over that entity however, if a company has less than 20% of the voting rights and is able to exert significant influence the equity method should be applied. Under the equity method, the investment in an affiliated company or joint venture is initially recognized at cost and the carrying amount is increased or decreased to recognize the Company's share of the net income or loss of the affiliated company or joint venture. When the Company's share of losses of an affiliated company equals or exceeds it interest in the affiliated company or joint venture, the Company discontinues recognizing its share of further losses. All intercompany profits have been eliminated in proportion to interests in affiliated companies or joint ventures.





Asset Acquisitions

The Company accounts for acquisitions of legal entities that do not meet the definition of a business under ASC 805 as asset acquisitions. Assets acquired and liabilities assumed are recorded at their relative fair value and no goodwill is recorded. Contingent consideration for assets acquired is measured and is recognized as an expense on the date the contingency occurs.

Recently Issued Accounting Standards

See discussion in Note 2 to the condensed consolidated financial statements.





Inflation

We believe that inflation has not had a material adverse impact on our business or operating results during the periods presented.

Off-balanceSheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

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