AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON ___________________
                                        
                           REGISTRATION NO: 333-124563


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                Amendment No. 5 to
                                   Form SB-2

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        SKREEM ENTERTAINMENT CORPORATION

                                                                


          Delaware                       7380                     33-0565710
          --------                  --------------                -----------
 (State of jurisdiction of       (Primary Standard Industrial    (I.R.S. Employer Identification
 incorporation or organization)   Classification Code Number)        Number)



                 11637 Orpington Street, Orlando, Florida 32817

                                 (407) 207-0400

          (Address and Telephone Number of Principal Executive Offices,
                          Principal Place of Business)

                                Charles Camorata
                             Chief Executive Officer
                 11637 Orpington Street, Orlando, Florida 32817
                                 (407) 207-0400
            (Name, address and telephone number of agent for service)

                                    Copy to:
                     Hank Vanderkam, Vanderkam & Associates
                      1301 Travis, #1200, Houston, TX 77002
                       (713) 547-8900, (713) 547-8910 fax

Approximate date of commencement  of proposed sale to the public:(October 11,
2005)

Date this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering:

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.


                           CALCULATION OF REGISTRATION

 Title of Each Class        Amount To Be       Proposed Maximum      Proposed Maximum         Amount of
 of Securities To Be         Registered       Offering Price Per     Aggregate Offering    Registration Fee
      Registered                                     Share                Price
---------------------     ---------------     ------------------    -------------------   ----------------
                                                                                   
 
                               2,000,000                $1.00            $2,000,000              $   253.40*
Common   Stock  $0.001
par value per share

Common   Stock  $0.001
par value per share           23,107,856                    -                  $  0                    -

Total                         25,107,856                                 $2,000,000                 $253.40*

*       Represents amount already paid.



Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.

The registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  registration  statement  shall  become
effective on such date as the Commission  acting  pursuant to said section 8(a),
may determine.






                                   PROSPECTUS

                                2,000,000 Shares

                        SKREEM ENTERTAINMENT CORPORATION

The registration statement of which this Prospectus is a part relates to the
offer and sale by Skreem Entertainment Corporation, a Delaware corporation
("Skreem," "We," or "Our"), of our securities. Our common stock offered is not
listed on any national securities exchange or the NASDAQ stock market.

This offering and registration consists of 25,107,856 common shares, $.001 par
value per share. 2,000,000 of the 25,107,856 shares will be offered by the
Company for $1.00 per share with the remaining 23,107,856 shares representing
shares currently issued and outstanding as of August 12, 2005 which are being
registered for sale by our stockholders.

Skreem's  officers  will  be  marketing  these  securities  on  a  best  efforts
minimum/maximum  basis.  The offering will end one hundred and eighty (180) days
after the effective date of the  registration  statement.  The minimum  purchase
requirement  is 2,000 shares per  investor.  Additionally,  Skreem will not make
arrangements to place the funds in an escrow,  trust or similar account.  If the
Company  does not sell a  minimum  of  100,000  shares,  within  180 days of the
effective date of the registration  statement,  all proceeds will be returned to
the purchasers promptly.

Skreem's  current  shareholders are restricted and will refrain from the sale of
the 23,107,856 issued and outstanding  common shares being registered until such
time as the 180 day offering  period,  beginning with the effective date of this
registration  statement,  has  expired or the  2,000,000  shares  offered by the
Company are sold.

                               Underwriting
                               Discounts and  Offering          Net Proceeds
Shares       Offering Price    Commissions    Costs             to Skreem      
-------------------------------------------------------------------------------
2,000,000    $2,000,000            $0.00        $35,000.00       $ 1,965,000.00
100,000      $  100,000            $0.00        $35,000.00       $    65,000.00

"Per share"  $        1            $0.00              $.02       $         0.98

*this figure assumes the entire 2,000,000 shares offered are sold.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY
PERSONS WHO CAN AFFORD A COMPLETE LOSS OF THEIR INVESTMENT. SEE "RISK FACTORS"
BEGINNING ON PAGE 5.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this prospectus is September 12, 2005




                                TABLE OF CONTENTS

Part I Information Required in Prospectus

Prospectus Summary                                                         4
Risk Factors                                                               6
Use of Proceeds                                                            9
Determination of Offering Price                                            9
Dilution                                                                   9
Selling Security Holders                                                   10
Plan of Distribution                                                       10
Legal Proceedings                                                          11
Directors, Executive Officers, Promoters and Control Persons               12
Security Ownership of Certain Beneficial Owners and Management             13
Description of Securities                                                  13
Interest of Named Experts and Counsel                                      14
Disclosure of Commission Position on Indemnification For Securities Act    14
Description of Business                                                    14
Management's Discussion and Analysis or Plan of Operation                  17
Description of Property                                                    19
Certain Relationships and Related Transactions                             19
Market For Common Equity and Related Stockholder Matters                   20
Executive Compensation                                                     21
Financial Statements                                                       23
Changes in and Disagreements With Accountants                              46
on Accounting and Financial Disclosure

Part II Information Not Required In Prospectus

Indemnification of Directors and Officers                                  47
Other Expenses of Issuance and Distribution                                48
Recent Sales of Unregistered Securities                                    48
Exhibits                                                                   48
Undertakings                                                               48
Signatures                                                                 49

Until _______________, 2005, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealer's obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.




                      SUMMARY INFORMATION AND RISK FACTORS
                               PROSPECTUS SUMMARY

This offering  consists of 2,000,000  common  shares,  $.001 par value per share
offer by us for $1.00 per share as well as 23,107,856  shares already issued and
outstanding  being offered for sale by the selling shareholders.  The shares are
being  marketed on a best efforts  basis by the officers of Skreem.  The 
offering will end one hundred and eighty (180) days after the effective date of 
the registration statement, during which period we will keep this  registration
statement  current by updating the financial statements,  related financial  
disclosures,  and any other updates to the operations of the Company.

                                   OUR COMPANY

The Company was incorporated in Delaware on June 11, 1992. On May 28, 1998, the
Company changed its name from Plasmatronics Technologies, Inc. to Ecological
Services, Inc. and on January 3, 2003 changed it's name to Stanford Capital
Corporation. In December 2002, the Company acquired all the issued and
outstanding shares of Stanford Capital International, Ltd. a Hong Kong based
public relations firm for 10,000 shares of its common stock. This transaction
was subsequently revoked. On January 31, 2004, the Company acquired all of the
shares of Skreem Entertainment Corporation in exchange for 22,000,000 shares of
its one for five post reverse split common shares and on March 16, 2004, the
Company changed it's name to Skreem Entertainment Corporation. Skreem
Entertainment Corporation promotes, finances and manages artists in the
entertainment industry.

The  Company  currently  promotes a music  group  named "3rd  Wish".  One of the
members  (Justin  Martin) of the group "3rd Wish" is the son of Jeffrey  Martin,
the  Company's  majority  shareholder.  As of June 30,  2005,  the  Company had
advanced $425,426 to Jeffrey Martin's son in connection with his performance for
"3rd Wish".

The Company's revenues for the year ended March 31, 2005 totalled $120,862.  The
Company's loss from operations for the year ended March 31, 2005 was $1,508,221.
The Company's  revenues for the quarter  ended June 30, 2005 were  $22,759.  The
Company's loss from operations for the quarter totalled $482,737 or $160,912 per
month.  Considering that the Company's assets at June 30, 2005 totalled $57,758,
the  Company  will be out of funds in less  than two  months  unless  there is a
substantial change in revenues, expenses, or unless additional proceeds from the
sale of stock or the issuance of notes payable are received.

                                 THE OFFERING

As of August 12, 2005 we had  23,107,856  shares of our common  stock issued and
outstanding.  This  offering is comprised  of  2,000,000  shares of common stock
being offered on a best efforts  minimum/maximum  basis and the registration for
sale by the selling shareholders of the 23,107,856  shares currently issued and
 outstanding.  If a minimum of 100,000 shares are not sold,  within 180 days 
after the effective date of the registration  statement,  all  proceeds  will be
  returned  to the  shareholders promptly by the Company.

                                       4


                          FINANCIAL SUMMARY INFORMATION

The following summary financial information and operating data have been derived
from the financial statements of Skreem for the periods indicated. The following
financial data should be read in conjunction with our financial statements and
the notes thereto included elsewhere in this registration statement.


                                                                        
                                                                           Three Months       
                                           Year Ended March 31,         Ended June 30, 2005
                                          ----------------------        -------------------
                                          2005             2004            (unaudited)
                                                               

Statements of Operations
Income statement data:
                                         
Revenues                                 $120,862          $176              $ 22,759                 

Expenses                                1,629,083       754,828               468,989

Income (loss) from operations          (1,508,221)     (754,652)             (446,230)

Other Income (Expense)                    (84,248)      (57,836)              (36,507)
                                    
Income (loss) before income taxes      (1,592,469)     (812,488)             (482,737)
                                      -------------   -----------          -----------
Income tax                                     --            --                   --
                                      -------------   -----------          -----------
Net income (loss)                     $(1,592,469)    $(812,488)           $ (482,737
                                      =============   ===========          ===========
Per share data:

Earnings per share                    $     (0.06)    $   (0.05)              $ (0.02)
                                        ==========     =========           ==========
Weighted average shares outstanding 
                                       24,813,714    16,408,277 (1)        23,107,856
                                       ===========   ===========           ==========

Balance sheet data:
Working capital (deficiency)          $(1,855,073)    $(581,477)          $(2,336,918)
Total assets                          $   211,939     $  29,730               $57,758
Long term debt                        $         -     $       -           $         -
Shareholder Deficit                   $(1,845,202)    $(554,661)          $(2,327,939)




(1) Data for the year ended March 31, 2004 is provided for comparative purposes
only.


                                       5



                                  RISK FACTORS

THE SECURITIES BEING OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. PROSPECTIVE
INVESTORS SHOULD CONSIDER THE FOLLOWING RISK FACTORS INHERENT IN AND AFFECTING
THE BUSINESS OF THE COMPANY AND AN INVESTMENT IN THE SHARES.

                                  COMPANY RISKS

An investment in our common stock involves certain risks. Prospective investors
should carefully review the following factors, together with the other
information contained in this prospectus, prior to making a decision to invest
in our common stock. The future trading price of shares of our common stock will
be affected by the performance of our business relative to, among other things,
competition, market conditions and general economic and industry conditions.

RISKS RELATED TO OUR FINANCIAL CONDITION AND OUR BUSINESS

Our auditors have issued a going concern opinion,
which means that there is substantial doubt that we can continue as an ongoing
business for the next 12 months.

Our revenue is currently insufficient to cover the costs of our ongoing
promotion and funding of recording talent, our search for additional talent, and
our general operating costs.  Our ability to continue our operations is
dependent on the continued successful signing, licensing, and promoting of
talent and the revenue, and the successful making and marketing of a recording
act.

We are substantially dependent on the willingness and ability of Jeff Martin and
other affiliates to continue funding our operations.

To the extent such signing and promoting of recording talent produces inadequate
revenues to operate profitably, the Company is dependent on the willingness and
ability of Jeff Martin, a major shareholder, and other affiliates, to continue
funding, through notes payable, our operations, and our ability to obtain
additional sources of financing as discussed below in "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources." As of the date of this prospectus, our relationship with Mr.
Martin is stable and we have no reason to doubt his willingness to continue
providing additional funding. However, if Mr. Martin discontinues funding our
operations and we are unable to obtain alternative financing when needed on
acceptable terms, if at all, we may be unable to continue our operations.

Jeffrey Martin is our largest shareholder.  Other affiliates are Martin 
Consultants, Inc., Jeffrey Martin Real Estate Co., and JT Investments, all of 
which are owned or controlled by Jeffrey Martin.

We may be unable to meet our capital requirements which may slow down or curtail
our business plans.

Since our inception on August 19, 1999 to June 30, 2005, we have suffered
operational losses totaling $4,211,870 and we expect to continue to have
substantial  expenditures and working capital needs. If success of our
talent decreases, we experience operating difficulties, or other factors, many
of which are beyond our control, cause our revenues or cash flows from
operations to decrease, we may be limited in our ability to obtain the capital
necessary to complete our search, promotion, and development of talent and
recording acts. We have not thoroughly investigated whether this capital would
be available, who would provide it, and on what terms. If we are unable, on
acceptable terms, to raise the required capital, our business may be seriously
harmed or even terminated.  

Our expenses for the year ended March 31, 2005 totalled  $1,629,083  and for the
three  months ended June 30, 2005  $468,989.  We  anticipate  expenses to remain
approximately  the same for the interim  quarters  and the year ending March 31,
2006 and will require revenue and capital sufficient to meet those expenditures.

The company promotes an artist (Justin Martin) who is the son of Jeffrey Martin,
our largest shareholder.

The major shareholder's influence may hinder or prohibit the company from making
commercially   reasonable  business  judgements   regarding  the  promotion  and
continued  support  of this  artist.  As of June 30,  2005,  the  Company  had
advanced,  for the purpose of promoting the act "3rd Wish",  $425,435 to Jeffrey
Martin's son.

Revenue from licensing and promoting recording acts and talent often depends on
factors beyond our control.

The profitability of our operations depends upon factors which are beyond our
control, including:

 
                                       6


     o    File sharing, downloading, and copyright infringement;

     o    Poor market acceptance of our talent and record releases; and

     o    Our competitors are constantly  seeking new talent or opportunities to
          increase market share.  They may release a particular song or act that
          is  substantially  similar  to ours in order to  compete  with us in a
          particular market.  They also may record a song being performed by our
          artists and release it in a different market.

The company is dependent on few customers to license and distribute the artist's
music.

The Company  distributes  the artist's  music by  licensing  it to  distribution
companies  in exchange  for a percentage  of  revenues.  At March 31, 2005,  the
Company had entered into license agreements with 9 organizations,  however,  one
organization,  Cheyenne  Records  provided  approximately  95% of the  Company's
revenue.

Our success depends on our management team and other key personnel, the loss of
any of whom could disrupt our business operations.

     Our success will depend on our ability to retain and to attract other
talent for the development of recording acts. We will depend, to a large extent,
on the efforts, musical talent, and continued employment of such personnel and
members of our management team. If members of our management team should resign
or we are unable to attract the necessary talent or recording acts, our business
operations could be adversely affected.

One shareholder owns a significant amount of our common stock, giving him
influence or control in corporate transactions and other matters, and their
interests could differ from those of other shareholders

Jeffrey  Martin  and  Martin   Consultants,   Inc.  own  21,350,000   shares  or
approximately  92.4 percent of our outstanding  common stock. As a result, he is
in a position  to  significantly  influence  or control  the  outcome of matters
requiring a shareholder vote, including the election of directors,  the adoption
of any amendment to our certificate of incorporation or bylaws, and the approval
of mergers and other significant corporate  transactions.  His control of Skreem
may  delay or  prevent  a change  of  control  on terms  favorable  to the other
shareholders  and may  adversely  affect the  voting  and other  rights of other
shareholders.

RISKS RELATED TO THIS OFFERING

As there is presently no public market for our common stock and a market may
never develop, investors may be unable to freely sell their securities.

We intend to apply for listing of the securities on the Over the Counter
Bulletin Board ("OTCBB"); however, we cannot assure that we will be able to
obtain such a listing. The over-the-counter market ("OTC") differs substantially
from national and regional stock exchanges because it (1) operates through
communication of bids, offers and confirmations between broker-dealers, rather
than one centralized market or exchange and (2) securities admitted to quotation
are offered by one or more broker-dealers rather than "specialists" which
operate in stock exchanges. To qualify for listing on the OTCBB, an equity
security must have at least one registered broker-dealer, which acts as the
market maker listing bids or ask quotations and which sponsors an issuer
listing. A market maker sponsoring a company's securities is required in order
to obtain listing of securities on any of the public trading markets, including
the OTCBB. We currently do not have a market maker for our securities. If we are
able to obtain a market maker for our securities, we may obtain a listing on the
OTCBB or develop a trading market for our common stock. We may be unable to
locate a market maker that will agree to sponsor our securities. Even if we do
locate a market maker, there is no assurance that our securities will be able to
meet the OTCBB requirements or that the securities will be accepted for an OTCBB
listing.

There can be no assurance that a market for our common stock will be established
or that, if established, such market will be sustained. Therefore, purchasers of
our shares registered hereunder may be unable to sell their securities, because
there may not be a public market for our securities. As a result, you may find
it more difficult to dispose of, or obtain accurate quotes of our common stock.
Any purchaser of our securities should be in a financial position to bear the
risks of losing their entire investment.

Shares of our common stock may be "penny stocks."

If the market price per share of our common stock is less than $5.00, the shares
of our common stock will be "penny stocks" as defined in the Exchange Act. As a
result, an investor may find it more difficult to dispose of or obtain accurate
quotations as to the price of the shares of our common stock being registered
under this prospectus. In addition, the "penny stock" rules adopted by the SEC
under the Exchange Act subject the sale of shares of our common stock to
regulations which impose sales practice requirements on broker-dealers. For
example, broker-dealers selling penny stocks must, prior to effecting the
transaction, provide their customers with a document that discloses the risks of
investing in penny stocks.

                                       7


Furthermore, if the person purchasing the securities is someone other than an
accredited investor or an established customer of the broker-dealer, the
broker-dealer must also approve the potential customer's account by obtaining
information concerning the customer's financial situation, investment experience
and investment objectives. The broker-dealer must also make a determination
whether the transaction is suitable for the customer and whether the customer
has sufficient knowledge and experience in financial matters to be reasonably
expected to be capable of evaluating the risk of transactions in penny stocks.
Accordingly, the SEC's rules may limit the number of potential purchasers of
shares of our common stock. Moreover, various state securities laws impose
restrictions on transferring "penny stocks," and, as a result, investors in our
common stock may have their ability to sell their shares impaired.

The proceeds from sales will not be held in an escrow account.

The proceeds from the sale of stock will not be held in escrow. The Company will
hold  proceeds in a separate  account  until the  minimum,  100,000  shares with
proceeds of $100,000 is sold at which point the funds will be  available  to the
Company for use and no further proceeds will be held in a separate  account.  If
the minimum is not reached, all proceeds will be returned to investors promptly.

The sale of a substantial number of shares of our common stock after this
offering may affect our stock price.

The  market  price of our  common  stock  could  decline as a result of sales of
substantial  amounts  of the  23,107,856  shares of common  stock in the  public
market after the closing of this  offering or the  perception  that  substantial
sales  could  occur.  These  sales also might make it  difficult  for us to sell
equity  securities  in  the  future  at a time  and  at a  price  that  we  deem
appropriate.

The Company is subject to potential rescission liability from a previous private
stock offering.

In 2004 the Company sold  approximately  600,000 shares of stock for proceeds of
approximately  $300,000.  The sale did not meet the minimum sale amount required
by the private  placement  memorandum so the company  amended the  memorandum to
decrease the minimum and extend the period during which sales could be made. The
Company notified the  pre-amendment  purchasers that they could request a return
of their funds,  none elected to do so. This  amendement did not comply with 
requirements of the federal securities laws.  The purchasers may seek rescission
 until approximately October 1, 2008 which would result in the Company being 
held liable for funds not returned.

Our certificate of incorporation and bylaws and the Delaware General Corporation
Law contain provisions that could discourage an acquisition or change of control
of Skreem.

Provisions of our certificate of incorporation and bylaws could make it more
difficult for a third party to acquire control of us. These provisions include a
denial of cumulative voting rights, limitations on shareholder proposals at
meetings of shareholders, and restrictions on the ability of our shareholders to
call special meetings. In addition, the Delaware General Corporation Law imposes
restrictions on mergers and other business combinations between us and any
holder of 15 percent or more of our outstanding common stock.

These provisions of Delaware law and our certificate of incorporation and bylaws
may delay, defer or prevent a tender offer or takeover attempt that a
shareholder might consider in his best interest, including attempts that might
result in a premium over the market price for the common stock.

                    CAUTION ABOUT FORWARD-LOOKING STATEMENTS

Some of the statements under the captions "Prospectus Summary," "Risk Factors,"
"Use of Proceeds," "Business" and elsewhere in this prospectus are
"forward-looking statements." These forward-looking statements include, but are
not limited to, statements about our plans, objectives, expectations and
intentions and other statements contained in this prospectus that are not
historical facts. When used in this prospectus, the words "anticipates,"
"believes," "continue," "could," "estimates," "expects," "intends," "may,"
"plans," "seeks," "should" or "will" or the negative of these terms or similar
expressions are generally intended to identify forward-looking statements.
Because these forward-looking statements involve risks and uncertainties, there
are important factors that could cause actual results to differ materially from
those expressed or implied by these forward-looking statements, including our
plans, objectives, expectations and intentions and other factors discussed under
"Risk Factors."

                                       8



                                 USE OF PROCEEDS
All proceeds received by Skreem from the sale of shares will be used for the
general purpose of working capital. Assuming a sales price of $1.00 per share,
the following would be our use of proceeds assuming 25%, 50%, 75% and 100% of
the securities offered being sold.



Amount of Securities Sold   100,000 *      500,000   1,000,000    1,500,000      2,000,000
                            shares         shares      shares       shares         shares
                                                                    
Gross Proceeds              $100,000      $500,000  $1,000,000   $1,500,000     $2,000,000
                            ========      ========  ==========   ==========     ==========

Expenses of the Offering     $35,000       $35,000     $35,000      $35,000        $35,000
                            ========      =======     =======      =======        =======

Working Capital              $65,000      $465,000    $965,000   $1,465,000     $1,965,000
                            ========      ========    ========   ==========     ==========


*  Represents the minimum to be sold

We anticipate the following detailed uses of working capital as follows:

-  Hire additional marketing and promoting staff;

-  Purchase additional advertising for artists currently promoted by Skreem;

-  Develop website and increase internet presence through purchased marketing;

-  Form additional recording acts through training, coordinating and consulting
   with talent acts;

-  Service  debt with  interest  payments  (the  Company  anticipates  that no
   proceeds  will  be  used  to  retire  debt)  -  Contract  with   producers,
   choreographers, and writers to develop current acts;

We will not receive any proceeds from the sales, if any, of the shares currently
issued and outstanding. The sale of shares currently issued and outstanding will
be restricted until after the 2,000,000 shares offered in this prospectus are
sold or 180 days from the effective date of this registration statement.

                         DETERMINATION OF OFFERING PRICE

The purpose of this offering is to sell 2,000,000 shares of common stock and to
register our common stock outstanding as of August 12, 2005 for resale by the
selling shareholders. As such the offering price applies to the 2,000,000 shares
offered.

There is no established public market for the common stock being registered. As
such, the offering price was determined arbitrarily. As the Company's
liabilities exceed the Company's assets by approximately 1.85 million dollars at
March 31, 2005, the Company determined that an offering price of $1 per share
with an offering of $2,000,000 shares was necessary to allow the Company to
continue operations, particularly, to allow the Company to continue operations
while maintaining and expanding the search and development of talent acts.

                                    DILUTION

Our net book value (deficit) as of June 30, 2005, with 23,107,856 shares
outstanding, was approximately ($2,327,939) or ($0.10) per share before giving
effect to the offering. Net book value represents the amount of total tangible
assets less total liabilities, divided by the number of shares outstanding.

Assuming  the sale of 2,000,000  shares and after  deducting  offering  expenses
estimated at $35,000,  our adjusted net book value (deficit) as of June 30, 2005
would have been  approximately  ($362,939) or ($0.01) per share. This represents
an immediate  increase in net book value of $0.09 per share for June 30, 2005 to
the existing  shareholders and an immediate  dilution in net book value of $1.01
per share for June 30, 2005 to the new investors in the shares in this offering.
The following table illustrates this per share dilution:

                                                                       
                                                                 June 30,
                                                                   2005

         Offering price per share                                 $  1.00
         Net book value per share prior to the offering              (.10)
         Increase per share attributable to new investors             .09
         Adjusted net book value per share after the offering         .01
         Dilution per share to new investors                         1.01

Further,  assuming the sale of the minimum amount of 100,000  shares,  and after
deducting  offering expenses  estimated at $35,000,  our adjusted net book value
deficit  as of June 30,  2005  would  have been  approximately  ($2,262,939)  or
($0.10)  per  share.  This  represents  no  significant  change to the  existing
shareholders  for March 31, 2005 and an immediate  dilution in net book value of
$1.10  per  share to the new  investors  in the  shares  in this  offering.  The
following table illustrates this per share dilution:


                                       9

                                                                       
                                                                    March 31
                                                                        2005

         Offering price per share                                  $  1.00
         Net book value per share prior to the offering               (.10)
         Increase per share attributable to new investors              .00
         Adjusted net book value per share after the offering         (.10)
         Dilution per share to new investors                          1.10


                            SELLING SECURITY HOLDERS

The  registration  includes  23,107,856  shares offered on behalf of the selling
shareholders and 2,000,000 shares offered for sale by the company. The following
table sets  forth,  as of June 30,  2005 the name,  and number of shares of each
shareholder  holding more than 5% of the issued and outstanding  common stock as
well as  their  position,  office,  or  other  material  relationship,  with the
Company, within the past three years.

The shareholders will be restricted from the sale of the 23,107,856 shares until
the earlier of the sale of the 2,000,000 shares offered by this prospectus or
the expiration of the 180 day offering period beginning on the effective date of
this registration statement.  The selling shareholders are deemed underwriters.

                                                                                                          
                                                                                                  
                                Position, office,                                                 
                Share amount    or other relationship        Amount offered     Share amount owned
                before          with                         by the selling      after the resale 
  Name          offering        the registrant                 shareholder         offering
--------------  --------------  ---------------------     ----------------     -------------------
                                                                     

Jeffrey Martin    21,350,000   Shareholder, promissory         21,350,000                    - 
(1)                            note holder
        
Charles Camorata     200,000   Director, Chief                    200,000                    -    
                               Executive Officer
                      
Tony Harrison        200,000   Director                           200,000                    -

Karen Pollino         100,000  Director, Secretary,
                               Chief Financial Officer            100,000                    -
All others          1,257,856                                   1,257,856           23,107,856
                 =============                              =============         ==============
Total              23,107,856                                  23,107,856           23,107,856


(1) Includes shares owned by Martin Consultants,  Inc., Neither Mr. Martin, nor
    Martin  Consultants,  Inc. are registered  broker-dealers or affiliates of
    registered broker-dealers.


                              PLAN OF DISTRIBUTION

This offering consists of 2,000,000 common shares, $0.001 par value per share,
offered by us for $1.00 per share in addition to the registration of 23,107,856
shares already issued and outstanding. The shares are offered on a best efforts
minimum / maximum basis by the officers of Skreem. The offering will end one
hundred and eighty (180) days after the effective date of the registration
statement, during which period we will keep this registration statement current
by updating the financial statements, related financial disclosures, and
information on the operations of the Company.

If the minimum of 100,000  shares is not met before 180 days after the effective
date  of the  registration  statement,  all  proceeds  will be  returned  to the
shareholders promptly.


                                       10


Pursuant to the Securities Exchange Act of 1934, any person engaged in a
distribution of the common stock offered by this prospectus may not
simultaneously engage in market making activities for our common stock during
the applicable "cooling off" periods prior to the commencement of the
distribution.

We have advised the shareholders and officers of Skreem, that during the time as
they may be engaged in a distribution of any of the shares we are registering by
the Registration Statement, they are required to comply with Regulation M
promulgated under the Securities Exchange Act of 1934. In general, Regulation M
precludes any 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,
and any security which is the subject of the distribution until the entire
distribution is complete. Regulation M defines a "distribution" as an offering
of securities that is distinguished from ordinary trading activities by the
magnitude of the offering and the presence of special selling efforts and
selling methods. Regulation M also defines a "distribution participant" as an
underwriter, prospective underwriter, broker, dealer, or other person who has
agreed to participate or who is participating in a distribution.

Regulation M prohibits any bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security, except
as specifically permitted by Rule 104 of Regulation M. These stabilizing
transactions may cause the price of the common stock to be higher than it would
otherwise be in the absence of these transactions. We have advised the selling
shareholders that stabilizing transactions permitted by Regulation M allow bids
to purchase our common stock so long as the stabilizing bids do not exceed a
specified maximum, and that Regulation M specifically prohibits stabilizing that
is the result of fraudulent, manipulative, or deceptive practices. The selling
shareholders and distribution participants will be required to consult with
their own legal counsel to ensure compliance with Regulation M.
Subject to any future contingencies, the following table is an itemization of
all expenses that we have incurred or we expect to incur in connection with the
issuance and distribution of the securities being offered hereby. Items marked
with an asterisk (*) represent estimated expenses. We have agreed to pay all the
costs and expenses of this offering.

Item expense

SEC Registration Fee                                       $ 253
Legal Fees and Expenses*                                  25,000
Printing registration statement and other documents*     $ 1,747
Accounting Fees and Expenses*                            $ 8,000
                                                         -------
Total                                                   $ 35,000
                                                         =======


The officers and  directors  claim an exemption  from broker status under Rule
3a4-1 of the Securities Exchange Act of 1934. The Directors and Officers are not
subject to any statutory disqualification, will not be compensated in connection
with  participation in the issuance based directly or indirectly on transactions
in the Company's  securities,  are not associated  persons of a broker,  perform
substantial  duties for or on behalf of the issuer other than in connection with
transactions   in  securities,   were  not,  and  were  not   associated   with,
broker/dealers  in the previous 12 months,  and will not participate in the sale
of securities for an issuer more than once every 12 months.

                                LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding. We are not aware of any
contemplated legal proceeding by a governmental authority or a private party
involving Skreem.

                                       11


          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

Our Bylaws provide that we shall have three directors. Vacancies are filled by a
majority vote of the remaining directors then in office. Our directors and
executive officers are as follows:



                   Age        Positions Held                 Officer / Director Since
                   ---        --------------                 -------------------------
Name
                                                   

                               Principal Executive Officer &     January 31, 2004
Charles Camorata     51        Director

Tony Harrison        47        Vice President & Director         January 31, 2004

                               Chief Financial Officer &    
Karen Pollino        54         Director                         January 31, 2004


        The following is the business background of each officer and director.

     Charles Camorata. Mr. Camorata was a founder of and has been employed by
Skreem Entertainment Corporation since August 1999 and was appointed Chief
Executive Officer and director of the Company on January 31, 2004. From
1980-1999 he was the owner and president of Camorata Productions, Inc. an entity
which composed, arranged and produced music as well as designed audio and visual
systems for theme parks and recording studios. He has composed and published 35
musical arrangements.

     Tony Harrison.  Mr.  Harrison  joined Skreem  Entertainment  Corporation in
August 2003 and was  appointed  Vice  President  and  director of the Company on
January 31,  2004.  Since 1996 he has  operated a recording  studio just outside
Cologne  Germany and produces  records in Europe  under the "Captain  Hollywood"
label.

     Karen  Pollino.  Ms.  Pollino  joined Skreem  Entertainment  Corporation in
August 1999 on an  as-needed  basis and was  appointed  Secretary/Treasurer  and
director of the Company  January 31, 2004.  From 1997 to 2005,  Ms.  Pollino has
been employed by Martin Consultants,  Inc. as Secretary/Treasurer.  From 1990 to
1997 she was employed by Sorex Medical of Salt Lake City where she had oversight
responsibility of purchasing and customer service.

     Except as indicated below, to the knowledge of management, during the past
five years, no present or former director, or executive officer of the Company:

(1)  filed a petition under the federal bankruptcy laws or any state insolvency
     law, nor had a receiver, fiscal agent or similar officer appointed by a
     court for the business or property of such person, or any partnership in
     which he was a general partner at or within two years before the time of
     such filing, or any corporation or business association of which he was an
     executive officer at or within two years before the time of such filing;

(2)  was convicted in a criminal proceeding or named subject of a pending
     criminal proceeding (excluding traffic violations and other minor
     defenses);

(3)  was the subject of any order, judgment or decree, not subsequently
     reversed, suspended or vacated, of any court of competent jurisdiction,
     permanently or temporarily enjoining him from or otherwise limiting, the
     following activities:

     (i)  acting as a future commission merchant, introducing broker, commodity
          trading advisor, commodity pool operator, floor broker, leverage
         transaction merchant, associated person of any of the foregoing, or as
         an investment advisor, underwriter, broker or dealer in securities, or
         as an affiliate person, director or employee of any investment company
         or engaging in or continuing any conduct or practice in connection with
         such activity;

     (ii) engaging in any type of business practice; or

     (iii)engaging in any activity in connection with the purchased or sale of
          any security or commodity or in connection with any violation of
          federal or state securities laws or federal commodities laws;

 
                                       12


(4)  was the subject of any order, judgment, or decree, not subsequently
     reversed, suspended, or vacated, of any federal or state authority barring,
     suspending, or other wise limiting for more than 60 days the right of such
     person to engage in any activity described above under this Item, or to be
     associated with persons engaged in any such activity;

(5)  was found by a court of competent jurisdiction in a civil action or by the
     Securities and Exchange Commission to have violated any federal or state
     securities law, and the judgment in such civil action or finding by the
     Securities and Exchange Commission has not been subsequently reversed,
     suspended, or vacated.

(6)  was found by a court of competent jurisdiction in a civil action or by the
     Commodity Futures Trading Commission to have violated any federal
     commodities law, and the judgment in such civil action or finding by the
     Commodity Futures Trading Commission has not been subsequently reversed,
     suspended or vacated.


The directors named above will serve until the next annual meeting of our
shareholders to be held within six (6) months of the close of our fiscal year or
until a successor shall have been elected and accepted the position. Directors
are elected for one year terms.

Charles  Camorata  and Tony Harrison devote 100% of their time in
the  development  and operation of Skreem,  and they do not  participate  in any
other significant business activities.  Karen Pollino provides her services on
an as needed basis.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


 Title of      Name and           Amount and    Percent of Class      
  Class        Address              Nature      of Beneficial Owner
            of Beneficial Owner                         
----------  -------------------  -----------  ---------------------
Common        Jeff Martin         21,350,000        92.4%
              1802 Crescent
              Orlando, FL 32817

                            DESCRIPTION OF SECURITIES

General

     Our authorized capital stock consists of 50,000,000 shares of common stock,
par value $0.001 per share, and 1,000,000 shares of preferred stock, par value
$0.001 per share. The following summary of the material matters relating to our
common stock and preferred stock is qualified in its entirety by reference to
our certificate of incorporation and bylaws.

Common Stock

     As of September 12, 2005, there were 23,107,856 shares of our common stock
outstanding.

The holders of our common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of our shareholders, including the
election of directors, and do not have cumulative voting rights. Subject to
preferences that may be applicable to any then outstanding series of our
preferred stock, holders of our common stock are entitled to receive ratably
such dividends, if any, as may be declared by our board of directors out of
legally available funds. Upon our liquidation, dissolution or winding up, the
holders of our common stock will be entitled to share ratably in the net assets
legally available for distribution to our shareholders after the payment of all
our debts and other liabilities, subject to the prior rights of any series of
our preferred stock then outstanding. The holders of our common stock have no
preemptive or conversion rights or other subscription rights and there are no
redemption or sinking fund provisions applicable to our common stock. All
outstanding shares of our common stock are fully paid and non-assessable.

Preferred Stock

As of September 12, 2005, no shares of our preferred stock were outstanding.

Our board of directors has the authority, without further action by our
shareholders, to provide for the issuance of our preferred stock in one or more
series and to fix the number of shares, designations, preferences, powers and
relative, participating, optional or other special rights and the qualifications
or restrictions on such rights. The preferences, powers, rights and restrictions
of different series of our preferred stock may differ with respect to dividend
rates, amounts payable on liquidation, voting rights, conversion rights,
redemption provisions, sinking fund provisions and purchase funds and other
matters. The issuance of a series of our preferred stock could decrease the
amount of earnings and assets available for distribution to holders of our
common stock or affect adversely the rights and powers, including voting rights,
of the holders of our common stock, and may have the effect of delaying,
deferring or preventing a change in control of us.
                                       13


Provisions having possible anti-takeover effects

Our certificate of incorporation and the bylaws contain provisions that could
have an anti-takeover effect. These provisions may discourage certain types of
transactions that may involve an actual or threatened change of control of
Skreem Entertainment Corporation.

Our board of directors has broad powers to fix by resolution the powers,
preferences and rights of any new series of preferred stock. This power could be
used to create a class of preferred stock that, because of its rights, could
discourage a potential takeover. Additionally, our bylaws give the board of
directors power to fill vacancies on the board without shareholder approval. As
a result, an incumbent board, not a potential bidder, would have control over
board positions in the period between annual meetings of shareholders. Our
bylaws also provide for an advance notice procedure governing business to be
brought before an annual meeting of shareholders, which could discourage a
potential bidder from taking action at a meeting.

We are subject to the provisions of Section 203 of the DGCL. In general, this
statute prohibits a publicly held Delaware corporation from engaging in a
"business transaction" with an "interested stockholder" for a period of three
years after the date that the person became an interested stockholder unless
(with certain exceptions) the business combination or the transaction in which
the person became an interested stockholder is approved in a prescribed manner.
A "business combination" generally includes a merger, asset or stock sale or a
transaction resulting in a financial benefit to the interested stockholder. An
"interested stockholder" generally is a person who, together with affiliates and
associates, owns (or within the three prior years did own) 15 percent or more of
a corporation's outstanding voting stock.

Transfer Agent

The transfer agent for our common stock is OTC stock transfer.

                      INTEREST OF NAMED EXPERTS AND COUNSEL

Our audited  consolidated  financial  statements included in this prospectus and
elsewhere  in the  registration  statement  to the  extent  and for the  periods
indicated in their reports have been audited by Thomas Leger & Co.,  L.L.P.,  an
independent  registered public accounting firm, and Ham Langston & Brezina, LLP,
an independent  registered  public  accounting  firm, and are included herein in
reliance upon the authority of said firms as experts giving said reports.

Vanderkam & Associates will pass upon the validity of the common stock offered
hereby for us.

            DISCLOSURE OF COMMISSIONS POSITION ON INDEMNIFICATION FOR
                           SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore, unenforceable.

DESCRIPTION OF BUSINESS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This report contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 with respect to the
financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities for
existing products, plans and objectives of management. Statements in this
periodic report that are not historical facts are hereby indentified as
"forward-looking statements".

Business

     The Company was incorporated in Delaware on June 11, 1992. On May 28, 1998,
the Company changed its name from Plasmatronics Technologies, Inc. to Ecological
Services, Inc. and on January 3, 2003 changed its name to Stanford Capital
Corporation. In December 2002, the Company acquired all the issued and
outstanding shares of Stanford Capital International, Ltd. a Hong Kong based
public relations firm for 10,000 shares of its common stock. This transaction
was subsequently revoked. On January 31, 2004, the Company acquired all of the
shares of Skreem Entertainment Corporation in exchange for 22,000,000 shares of
its one for five post reverse split common shares. Skreem Entertainment
Corporation promotes finances and manages artists in the entertainment industry.

                                       14


Overview

Our business is to locate and promote recording talent.

The Company is constantly seeking talent for recording and performing. Company
employees utilize their industry contacts and experience to locate prospective
music acts, including music groups and individuals, and evaluate these acts to
determine if, from the Company's perspective, such acts demonstrate the talent
potential to succeed in the music industry.

Upon locating an act that the Company believes has the potential for success,
the Company will sign the act to a contract. Upon signing a typical contract,
the Company at its option will advance funds to the artist to pay for travel,
arrange for performances, schedule public appearances and generally promote the
act, and the act's music, in exchange for a percentage of the revenues generated
by the act's performances and music sales.

Once the  Company has  located an act it wishes to  promote,  the  Company  will
determine where to promote the artist.  It is the Company's  strategy to promote
talent  outside of the United  States  until the  talent  has  demonstrated  the
ability to sell music or tickets to  performances.  Once an act has gained  some
level of success  abroad,  the Company  intends to promote and market the act in
the United  States.  The  Company  believes  that  promoting  abroad is a viable
approach because it costs less initially,  foreign markets are very receptive to
American type music acts,  and there is less  competition.  There is no set time
frame for  introduction of an act into the U.S. The acts will be introduced when
they have achieved a level of success abroad which leads the Company to conclude
they will be successful in the U.S.

We believe that an act will demonstrate  potential,  if any, with  approximately
1-2 years of  promotion.  We evaluate  our acts approximately  every 4 months to
decide  whether  or not we  believe  it is in the  Company's  best  interest  to
continue promoting the act. 

We estimate  that it will cost  between  $100,000  and  $300,000  per quarter to
promote an act abroad.  The actual  amount is  difficult  to predict.  As an act
becomes more successful it will require more  promotion,  but will also begin to
generate revenue which will partially offset promotion costs.

Distribution

The Company distributes its acts in two different ways. The first is through
concerts and public appearances. An act will perform and tour playing concerts
as frequently as possible to increase public awareness of their music. An act
will also make public appearances at retail centers, public places and other
events also to increase the act's public awareness.

The second way the act gains publicity is through licensing and sales of the
act's music. The Company does not sell records or other music media, however, it
does license master recordings to other organizations which distribute the
recordings in various media. The Company receives royalty payments pursuant to
licensing agreements which are a percentage of revenues from distribution of the
recordings.

The Company's artists music is currently being distributed by various
organizations throughout Europe and in other countries. Further description is
provided in the Plan of Operation under Item 6.

Licensing

From time to time the Company enters into licensing agreements with music
production and distribution companies. The license agreements typically grant
the production and distribution company rights to a music single or all of an
act's music in a particular country or region with a term of three to fifteen
years. The production or distribution company can then distribute the music in
record or cd format, mp3, ringtone, or any other music media licensed in the
agreement. The Company typically receives royalties of a negotiated percentage
between 18% and 75% of sales of the production and distribution company's
published dealer price less certain packaging deductions. In addition, the
Company shall receive between 18% and 75% of net royalty receipts received by in
the particular nation or region. In connection with the license agreement, the
Company may receive a cash advance.

95% of the Company's revenue for the year ended March 31, 2005 came from the 
licensing agreement with Cheyenne Records.

                                       15


Exclusive Artist Recording Agreements

As of June 30, 2005, the Company had entered into long-term Exclusive Artist
Recording Agreements with five artists, which include the three Artists of "3rd
Wish", the Artist "PatMoe" and the Artist "Precious Dawn Francis" for the
purpose of engaging the exclusive personal services of the Artists for making
master sound recordings for distribution in any medium. The territory for the
agreements shall be worldwide. All master recordings made by the Artists during
the terms of the agreements shall be recorded by the Artists on the Company's
behalf, and all phonograph records and related performances shall be the entire
property of the Company; the Company shall have the right to secure sound
recording copyright; and the Company and its licensees shall have the sole and
exclusive right to use the recordings throughout the world or any part thereof
in any manner it sees fit. The Company may pay all specifically approved
recording costs in connection with the master recordings made hereunder, and all
recording costs shall be deemed fully recoupable advances to the Artists and
shall be deducted from any and all royalties payable to the Artist by the
Company under this or any and all royalties payable to the Artists by the
Company. Any and all monies paid to or on behalf of the Artists during the term
of the agreement shall be fully recoupable, non-returnable advances unless
otherwise expressly agreed in writing between the Company and the Artists. The
Company has the right, but not the obligation to have the Artists participate in
the creation of music videos and 100% of any and all monies expended by or
advanced by the Company for the production of music videos shall constitute
additional fully recoupable advances hereunder. The Company shall own any and
all rights in and to said music videos in perpetuity.

In its sole discretion, the Company may choose, at any time during the term of
the agreements, to license master recordings made by the Artists to third
parties on a flat fee or royalty basis, or to enter into a distribution
agreement with a third party distributor for the distribution of phonograph
records embodying master recordings recorded by the Artists through normal
retail channels in the United States and worldwide. With respect to master
recordings of the Artists licensed to third parties on a flat-fee basis, the
Company shall pay the Artists 20-50% of the net amount received by the Company
under such license. With respect to master recordings of the Artists licensed to
third parties on a royalty basis, and with respect to phonograph recordings
released through a distributor selected by the Company, the Company shall pay
the Artists the lesser of 20-50% of the Company's net earned royalty receipts
under such license or distribution agreement, or 20-50% of the basic album or
single rate as defined in the agreements. Further, in its sole discretion, the
Company may choose to commercially release phonograph records through the
Company's own distribution network. In such event, the Company agrees to pay the
Artists royalties based on the basic album or singe rate as defined in the
agreements. For phonograph recordings that are exported or sold outside the
United States and through record clubs or similar plans, the Artists shall be
paid a royalty of 20-50% of the amounts provided of the above mentioned amounts.
In addition, the Artists may earn royalties related to licenses for musical
compositions, music video licenses and merchandising.

At June 30, 2005,  the Artists had earned  royalties of  approximately  $34,700,
based  on  total  reported  licensing  revenues.  However,  the  Company  is not
obligated to pay any royalties until total advances to Artists of  approximately
$1,286,748 at June 30, 2005 (plus any future advances) have been recouped.

                                       16


Music Publishing Agreements

At June 30, 2005, the Company had entered into long-term Music Publishing
Agreements with four individual Writers, which include the three Artists of "3rd
Wish" and the Artist "PatMoe". The Company engaged the Writers to render the
Writer's exclusive services as songwriters and composers based upon terms and
conditions set forth in the agreements. In accordance with the agreements, the
Writers grant all rights to all musical compositions written or owned by the
Writers and all musical compositions shall be the Company's exclusive property
as sole owner. The Company shall pay royalties to the Writers based on various
terms and conditions set forth in the agreements. There have been no royalties
earned by the writers related to the agreements.


Personal Management Agreement

At June 30, 2005,  the Company had entered into  long-term  Personal  Management
Agreements with four Artists,  which include the three Artists of "3rd Wish" and
the Artist "PatMoe". The Company accepts the engagement as the Artists' sole and
exclusive  personal  management company in connection with all activities in the
entertainment  industries  throughout  the world,  including  but not limited to
their  services as  musicians,  songwriters,  actors,  publishers,  packagers or
performers in any medium now known or hereafter devised. For personal management
services  performed,  the  Artists  agree to pay the  Company  15% of all  gross
compensation  earned or received as a result of activities in the  entertainment
industry.  However,  the Company  shall not be entitled  to  commissions  by the
Artists from the sale,  license, or grant of any literary or music rights to the
Company or any person,  firm, or corporation owned or controlled by the Company.
During the year ended March 31, 2005, the Company earned  commissions of $3,241,
all related to live  performances.  No commissions  were earned during the three
month period ended June 30, 2005.

Competition

The Company's acts face fierce competition. There is no shortage of acts and
musicians seeking fortune and fame. There is also no shortage of talent in the
music industry. The Company believes that their approach of being selective when
choosing acts, refining these acts abroad, and marketing the acts through
appearances, performances, and music sales is a viable method to compete in the
music industry. However there are many other organizations with more capital to
spend, greater access to talent, better industry connections, and more
experience.

The Company's future depends on the success of it's acts and artists. Many music
acts spend entire careers without having a single popular song or tour. The most
talented artists and acts are not always the most successful and fan acceptance
is the most important and most difficult element of success. If the fans like
the act, the fans will purchase the music and tickets and recommend it to
friends. If the fans don't like the act, the act may never gain acceptance.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operation

The Company plans to continue operations by developing current acts into
successful music performing and recording acts. The Company currently is 
actively promoting two acts, "3rd Wish" and "Pat Moe". These two acts will 
tour, perform, make public appearances, and continue to record as opportunities 
are located. The Company is uncertain as to when these acts may enter the 
U.S. market.  As of June 30, 2005, neither of the Company's acts have received 
gold records for album sales.

The countries in which the Company is currently promoting its acts are as 
follows:

Pat Moe                          3rd Wish
--------                         ----------
Germany, Switzerland, Austria    Germany, Switzerland and Austria
                                 UK, Eire
                                 Australia, New Zealand
                                 France, Andorra, Monaco, Belgium
                                 Russia, Azerbaijan, Armenia, Georgia, Moldova
                                 Kazakstan, Krygyzstan, Tajikistan, Uzbekistan,
                                 Turkmenistan, Ukraine, Republic of Belarus,
                                 Lithuania, Latvia, Estonia
                                 Isreal
                                 Portugal

The  Company's  cash  balance is  insufficient  to satisfy  the  Company's  cash
requirements  for the next 12 months.  The Company  believes it can satisfy it's
cash  requirements  for 3 months with current cash.  The Company is dependent on
continued  receipt of revenues  and will need  outside  funding from the sale of
shares or debt financing in order to continue operations beyond that.

 
                                       17


The Company does not anticipate acquiring any significant equipment during the
next twelve months.

The Company does not anticipate any significant changes in the number of
employees in the next twelve months.  The Company has two full time employees.

The Company has entered  into various  license  agreements  which grant  certain
exclusive  rights  to sell and  distribute  certain  recordings  by "3rd  Wish".
Approximately  95% of the  Company's  revenue for the year ended March 31, 2005
came from the Cheyenne Records  agreement.  The remaining  contracts  represent,
individually,  less than 1% of revenue.  The table below sets forth the parties,
material terms, and territories covered by these license agreements:

                                              

Party(Licensee)                                 Territories

Cheyenne Records                                Germany, Switzerland and Austria
Our agreement with Cheyenne Records provide 
that Cheyenne will market and sell 3rd Wish's
recordings for a period of 5 years beginning
in March 2004.  Cheyenne will retain  
approximately 25% to 45% of revenue from 
distribution and sales and the Company 
will pay the costs of production. The term
of the contract is 5.5 years from May 2004

Three 8 Music Limited                           UK, Eire
Our agreement with Three 8 provides that they
will receive royalties from 3rd Wish's first
three  singles released.  Royalties are 19%
on record sales and 50% on third party 
licensing. The term of the contract is
15 years from October 2004

Shock Records Pty Ltd                           Australia, New Zealand
Our agreement with Shock Records provides for 
royalties of 18-22% on album sales and 50% to
Shock for third party licensing.  The term of
the contract is approximately 5 years from
January 2005.

NRJ Music                                       France, Andorra, Monaco, Belgium
Our agreement with NRJ provides for royalties
of 13-22% for record sales. The Company will 
bear the costs of production, the term is 5 
years from January 2005.

Megaliner Records                               Russia, Azerbaijan, Armenia, Georgia, Moldova,
Our agreement with                              Kazakstan, Kyrgyzstan, Tajikistan, Uzbekistan,
Megaliner provides
Megaliner with 20% of
income from record sales                        Turkmenistan, Ukraine, Republic of Belarus,
and 60% of third party
licensing and broadcasting                      Lithuania, Latvia, Estonia
revenue.  The term is three
years.

NMC Music Ltd.                                  Israel
NMC will receive royalties
of approximately 18% of all
record sales.  The contract
expires in December 2009.

Vidisco                                         Portugal
Vidisco will receive a 
royalty of approximately 18%
of all record sales.  The 
contract expires in January
of 2010.



Revenue is recognized in accordance with Staff Accounting Bulleting No. 104 (SAB
104) when persuasive evidence of an arrangement exists, the price to the buyer
is fixed or determinable; delivery had occurred or services have been rendered
or the license period has begun; and collectibility is reasonably assured.

Revenue from the distribution of recordings under license and distribution
agreements is recognized as earned under the criteria established by Statement
of Financial Accounting Standard No. 50. Revenue is generally recognized when
the Company receives an "accounting" of recordings sold with payment from the
licensee. In the event the Company has not received an "accounting" from the
licensee and if the Company has information related to the licensed use of
recordings that would result in the revenue being fixed and determinable, and
collection is reasonably assured, then revenue is recognized in the periods in
which the license revenue is earned. Minimum guarantees (advances) received from
licensees are recorded as deferred revenue and are amortized over the
performance period, which is generally the period covered by the agreement.

Results of Operations

In January 2004, the Company consummated a reverse merger transaction and
elected to continue the fiscal year of the legal acquirer (registrant), which
gives rise to a three month transition period for the three month period ended
March 31, 2004.

For Years Ended March 31, 2005 and 2004

The Company presents this discussion and analysis as a comparison between the
audited financial data for March 31, 2005 and the unaudited financial data for
March 31, 2004 for informational purposes.

Year Ended March 31, 2005 Compared to the Year Ended March 31,
2004 (unaudited)

Revenues. The Company had $120,862 of revenue for the year ended March 31, 2005
compared to $176 of revenue for the year ended March 31, 2004 (unaudited). The
substantial increase in revenue is due to earnings from licensing agreements to
distribute 3rd Wish's music.

 
                                       18


Operating Expense. Operating expenses for the year ended March 31, 2005,
were $1,310,933, an increase of $722,188 or 123% from $588,745 for the year
ended March 31, 2004 (unaudited). The increase is primarily due to an increase
in production expenses related to video shoots and recordings of approximately
$495,000, an increase in advertising of approximately $116,000, and an increase
in travel and related support for artists in Germany of approximately $108,000.

General and Administrative Expenses. General and administrative expenses
increased 92% to $318,150 for the year ended March 31, 2005 from $166,083 for
the year ended March 31, 2004 (unaudited). This increase is primarily
attributable to a $162,000 increase in legal, accounting, and other professional
fees from the reverse merger transaction and Securities and Exchange Commission
filings.

Interest Expense. Interest expense increased 45% to $84,248 for the year ended
March 31, 2005 from $57,836 for the year ended March 31, 2004 (unaudited). This
decrease is attributable to having more debt outstanding for the year ended
March 31, 2005.

As a result of the foregoing, the net operating loss of the company increased
96% to $1,592,469 for the year ended March 31, 2005 from $812,488 for the year
ended March 31, 2004 (unaudited).

Liquidity and Capital Resources

As of March 31, 2005, the Company had cash of $52,195 and a deficit in working
capital of $1,855,073.

For the year ended  March 31, 2005,  the  Company  used  $1,526,207  in
operating activities which is primarily due to a net loss of $1,592,469, an
increase in accounts receivable of $114,257, and an increase in prepaid expenses
and deposits of $15,695. These are offset by depreciation expense of $8,465,
expenses paid by shareholder and affiliate of $53,026, increase in accounts
payable and accrued liabilities of $30,159, increase in interest payable to
affiliates of $69,236, and an increase in deferred revenue of $35,328.

For the year ended March 31, 2005, the Company used $11,440 for investing
activities. All of the cash used by investing activities was for the purchase of
equipment.

For the year ended March 31,  2005 cash  provided by  financing  activities  was
$1,586,928.  The amount  represents  $301,928 provided by the issuance of common
stock,  $365,000 which is the proceeds from notes payable reduced by $265,000 in
principal  payments  made,  $880,000  which  represents  the proceeds from notes
payable to a  shareholder  reduced by $80,000 in principal  payments  made,  and
$475,000  which  represents  notes payable to  affiliates  reduced by $90,000 in
principal payments made. 

Our expenses for the year ended March 31, 2005 totalled
$1,629,083.  We  anticipate  expenses to remain  approximately  the same for the
year ending March 31, 2006 and will require  revenue and capital  sufficient to
meet those expenditures. The Company will require significant more cash in order
to continue  beyond  March 31,  2006.  The Company  will need at a minimum  $1.5
million per year to continue operations.

Results of Operations for the Three Month Period Ended June 30, 2005 and 2004

Revenues - The Company recorded revenue of $22,759 for the three months ended
June 30, 2005. The revenue for this period consists of earnings from licensing
agreements to distribute 3rd Wish's music. There was no revenue during the three
months ended June 30, 2004.

Operating expenses - Operating expenses for the three months ended June 30, 2005
were $362,823, an increase of $124,651 or 52% from the $238,172 for the
corresponding period ended June 30, 2004. The increase is primarily due to tour
expenses of $41,777 that were not incurred for the three months ended June 30,
2004, an additional artist and an increase in travel and support for artist in
Germany of approximately $126,000, an increase in Website fees of $9,741, which
were offset by an overall decrease in music production and promotion costs of
approximately $56,000.

General and Administrative Expenses - General and administrative expenses
increased by $12,616 or 13% to $106,166 for the three months ended June 30, 2005
from $93,550 for the corresponding period ended June 30, 2004. This increa se is
primarily attributable to an increase in legal and accounting fees of $7,477 and
an overall increase in other general and administrative expenses of $5,139.

Interest Expense - Interest expense increased by $25,518 or 232.21% to $36,507
for the three months ended June 30, 2005 from $10,989 for the corresponding
period of the prior year. This increase is attributable to having additional
debt outstanding during the three months ended June 30, 2005.


Liquidity and Capital Resources

As of June 30, 2005, the Company had cash of $14,720 and a deficit in working
capital of $ 2,336,917. This compares with cash of $52,195 and a deficit in
working capital of $1,855,073 as of March 31, 2005.

Cash used in operations decreased by $ 100,207 to $236,475 for the three months
ended June 30, 2005 from $336,682 for the corresponding period of the prior
year. The decrease is principally attributable to an increase in the net loss of
$ 140,026, expenses paid by shareholder of $35,000, decrease in accounts
receivable of $114,257, increase in accounts payable and accrued liabilities of
$80,538, an increase in interest payable to affiliates of $30,008 which was
offset by a decrease in deferred revenue of $15,990.

Cash provided by financing activities for the three months ended June 30, 2005
was $199,000 from the issuance of promissory notes. This compares with $396,828
of cash being provided from financing activities during the three months ended
June 30, 2004, $266,828 from the issuance of common stock and the remainder from
promissory notes.

Because of the continued net operating losses of the Company, the Company will
not be able to continue as a going concern unless it is able to sell its shares
or obtain third and/or related party loans. Although the principal shareholder
and affiliates of the Company have been willing to lend funds to the Company in
the past, there is no obligation for them to do so in the future. Without such
funding, or the sale of its shares, the Company will have insufficient funds to
execute its business plans for the next twelve months.

The Company will continue seeking on increased publicity for its musical acts 
and will pursue public appearances for performing and media interviews.  The 
Company anticipates that this will result in increased  revenues with the 
ultimate goal being the release of a hit record by one or more of the Company's
 acts. The Company will continue promoting its artists as  much as possible.

DESCRIPTION OF PROPERTIES

     The Company's administrative offices are located in a leased office
facility located at 11637 Orpington Street, Orlando, Florida 32817. The facility
contains approximately 2,000 square feet of office space. There is no lease on
the facility nor is there a rental fee as the property is owned by the principal
shareholder of the Company (post merger).

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company  promotes a music act named 3rd Wish.  Jeffrey  Martin's  son Justin
Martin is a member of this group. Jeffrey Martin is our largest shareholder.

The Company has  advanced  $376,756 as of March 31, 2005 to Justin  Martin.  The
advances are for living expenses including housing and travel in connection with
his presence in Europe for performances, music production and promotion.

The  Company's  Board  of  Directors  held a  meeting  on  August  30,  2003 and
unanimously  approved a proposal received from Martin  Consultants,  Inc. and JT
Investments,  Ltd.,  affiliates of the Company,  to convert the debt and accrued
interest  owed  by the  Company  to  equity.  Martin  Consultants,  Inc.  and JT
Investments, Ltd. are 100% and 50%, respectively owned by Jeffrey D. Martin. The
notes  payable of  $1,373,600  and related  accrued  interest  of $208,383  were
reclassified  to equity on August 31,  2003 and  Martin  Consultants,  Inc.  was
issued 43,000 shares (pre-merger) of common stock.

On November 18, 2004,  the Company  borrowed  $25,000  (unsecured)  from Jeffrey
Martin  Real Estate Co., a company  owned by Jeffrey D.  Martin.  The note bears
interest at the rate of 8% per year.  The note and related  interest  expense of
$895 were paid during the year ended March 31, 2005.

On May 26, 2004 the Company borrowed $100,000 from Sugarcreek Capital, LLC. The
terms of the note call for repayment of $104,000 on or before July 30, 2004. As
security for the loan, Jeffrey D. Martin, a major stockholder, put up his 1/3
interest in Osceola Partners. On August 19, 2004 the note payable to Sugarcreek
Capital, LLC was transferred to Jeffrey D. Martin, a major stockholder, in
exchange for his 1/3 interest in Osceola Partners. This note is payable on
demand.

During the year ended March 31, 2005, Jeffrey D. Martin loaned the Company
$825,000. The notes are payable on demand and bear interest at the rate of 8%
per year. Accrued interest at March 31, 2005 was $17,144. Total principal
payments of these notes were $80,000 during the year ended March 31, 2005. The
total outstanding as of June 30, 2005 is 745,000.

On January 27, 2004, the Company borrowed $39,592 from JT Investments. The note
is unsecured, bears interest at the rate of 8% per year and is payable on
demand. The entire principal balance is outstanding at March 31, 2005. The
Company recorded interest expense of $564 and $3,167 related to the note for the
three months ended March 31, 2004 and year ended March 31, 2005, respectively.

At March 31, 2005, the balance of notes payable to Martin Consultants, Inc., a
company owned by Jeffrey D. Martin, was $879,028. The notes bear interest at the
rate of 8% per year and are secured by assets of the Company.

 


                                       19


                             
Notes payable to shareholders and affiliates consist of the following at March
31, 2005:

         Notes payable upon demand to Jeffrey Martin
             secured by the assets of the
             Company, interest at 8% per annum                       $  845,000

         Notes payable upon demand to Martin Consultants, Inc.,         879,028
             secured by the assets of the
             Company, interest at 8% per annum

         Note payable upon demand to JT Investments, Ltd.,
             unsecured, interest at 8% per annum                         39,592
                                                                      ---------

                                                                   $  1,763,620
                                                                      =========

Accounts payable due to an affiliate consisted of $9,254 for health insurance as
of March 31, 2005.

The  Company  promotes  an  artist  who  is  the  son  of  the  Company's  major
shareholder. Total advances to the son are approximately $425,426 as of June 30,
2005. The son, Justin Martin is a member of the music group "3rd Wish."

On March 1, 2003, the Company entered into an agreement with All Star Consulting
to establish a fee of $5,000 per month plus rent of an apartment and lease of
a car for services rendered as a Manager of Artists in Germany. Effective
January 1, 2005,the Company amended the agreement to increase the fee paid to
All Star Consulting to $6,500 per month. All Star consulting is owned by Tony
Harrison, who is a Vice President and Director of the Company. In connection
with the agreement, the Company expensed promotion fees of approximately
$64,500, $15,000 and $50,000 for the year ended March 31, 2005, three months
ended March 31, 2004, and the year ended December 31, 2003, respectively.
           
            MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

There is no established public trading market for our securities. None of our
common stock is subject to outstanding options or warrants to purchase our
shares. There are 23,107,856 shares of our common stock outstanding, all of
which are restricted securities. The restricted securities as defined under Rule
144 of the Securities Act may only be sold under Rule 144 or otherwise under an
effective registration statement or an exemption from registration, if
available. Rule 144 generally provides that an affiliate, including directors,
officers and control shareholders, who has satisfied a one year holding period
for the restricted securities may sell, within any three month period subject to
certain manner of resale provisions, an amount of restricted securities which
does not exceed the greater of 1% of a company's outstanding common stock or the
average weekly trading volume in such securities during the four calendar weeks
prior to such sale. Sales under Rule 144 must also be made without violating the
manner-of-sale provisions, notice requirements, and the availability of public
information about us. A sale of shares by such security holders, whether under
Rule 144 or otherwise, may have a depressing effect upon the price of our common
stock in any market that might develop.

Penny stock considerations

Our common stock is expected to trade on the over-the-counter electronic
bulletin board or on the Pink Sheets and, therefore, is subject to the
requirements of certain rules promulgated under the Securities Exchange Act of
1934, which require additional disclosure by broker-dealers in connection with
any trades involving a stock defined as a "penny stock". A penny stock is
generally defined as any non-NASDAQ equity security that has a market price of
less than $5.00 per share, subject to certain exceptions.

Such rules require the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the risks associated
therewith and impose various sales requirements on broker-dealers who sell penny
stocks to persons other than established customers and "accredited investors".
An accredited investor is generally defined as an investor with a net worth in
excess of $1,000,000, or annual income exceeding $200,000 individually or
$300,000 together with a spouse.

                                       20


Pursuant to Rule 15g-9 of the Securities Exchange Act of 1934, for these types
of transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to the sale. The broker-dealer also must disclose the
commissions payable to the broker-dealer, current bid and offer quotation for
the penny stock and, if the broker-dealer is the sole market-maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. This information must be provided to the customer orally or in
writing before or with the written confirmation of trade sent to the customer.
Monthly statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. The additional burdens imposed upon broker-dealers by such requirements
could, in the event the common stock were deemed to be a penny stock, discourage
broker-dealers from effecting transactions in our common stock which could
severely limit the market liquidity of the common stock.

These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. Our shares may someday be subject to such penny stock rules
and our shareholders will, in all likelihood, find it difficult to sell their
securities.

No market exists for our securities and there is no assurance that a regular
trading market will develop or if developed will be sustained. A shareholder in
all likelihood, therefore, will not be able to resell the securities referred to
herein should he or she desire to do so. Furthermore, it is unlikely that a
lending institution will accept our securities as pledged collateral for loans
unless a regular trading market develops. There are no plans, proposals,
arrangements or understandings with any person with regard to the development of
a trading market in any of our securities.

As of the date of this registration, we have approximately 110 holders of record
of our common stock. We currently have one class of common stock outstanding and
no preferred shares outstanding.

Transfer agent and registrar

We anticipate the registrar and transfer agent for our common shares will be OTC
stock transfer.

                             EXECUTIVE COMPENSATION



The following tables set forth certain summary information concerning the
compensation paid or accrued for each of the Company's last three completed
fiscal years to the Company's or its principal subsidiaries chief executive
officer and each of its other executive officers that received compensation in
excess of $100,000 during such period (as determined at March 31, 2005, the end
of the Company's last completed fiscal year):

 Name                      Year               Compensation
------                     ----               ------------
Kevin Monson *             2003                    None
Charles Camorata           2004                 $50,000
Tony Harrison              2004                 $60,000
Charles Camorata           2005                 $50,000
*  Resigned on January 31, 2004

Cash Compensation

     There was no cash compensation paid to any director or executive officer of
the Company during the fiscal years ended March 31, 2003, 2002, and 2001.


Bonuses and Deferred Compensation

None.

Compensation Pursuant to Plans.

None.

Pension Table

None.

 
                                       21


Other Compensation

None.

Compensation of Directors.

None.

Termination of Employment and Change of Control Arrangement

There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash Compensation
set out above which in any way result in payments to any such person because of
his resignation, retirement, or other termination of such person's employment
with the Company or its subsidiaries, or any change in control of the Company,
or change in the person's responsibilities following a changing in control of
the Company.


                                       22


                        SKREEM ENTERTAINMENT CORPORATION
                          (A Development Stage Company)
                                                                        

                                                                               

                                                                                        Page

Reports of Independent Registered Public Accounting Firms                                F-1

Consolidated Financial Statements:

  Consolidated Balance Sheet as of March 31, 2005                                        F-3

  Consolidated Statements of Operations for the year ended March 31, 2005, the
    three months ended March 31, 2004, the year ended December 31, 2003 and the
    period from inception, August 19, 1999, through March 31, 2005                       F-4

  Consolidated Statements of Changes in Shareholders'
    Deficit for the period from inception, August 19, 1999,
    through March 31, 2005                                                               F-5

  Consolidated Statements of Cash Flows for the year ended March 31, 2005, the
    three months ended March 31, 2004, the year ended December 31, 2003 and the
    period from inception, August 19, 1999, through March 31, 2005                       F-6

Notes to Consolidated Financial Statements                                               F-7


  Consolidated Condensed Balance Sheet - June 30, 2005 (unaudited)                      F-24

  Consolidated Condensed Statements of Operations (unaudited) - For the 
  three months ended June 30, 2005 and 2004 and for the period from 
  inception (August 19, 1999) to June 30, 2005                                          F-25

  Consolidated Condensed Statements of changes in Shareholders' Deficit 
  (unaudited) - For the period from inception (August 19, 1999) to June 30, 2005        F-26

  Consolidated Condensed Statements of Cash Flows (unaudited) - For the three 
  months ended June 30, 2005 and 2004 and for the period from inception 
  (August 19, 1999) June 30, 2005                                                       F-27





 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders and Board of Directors
Skreem Entertainment Corporation:


We have audited the accompanying consolidated balance sheet of Skreem
Entertainment Corporation (the "Company") as of March 31, 2005, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the year then ended, and for the period from inception, August 19,
1999, through March 31, 2005. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Skreem
Entertainment Corporation as of March 31, 2005, and the consolidated results of
its operations and its cash flows for the for the year then ended, and for the
period from inception, August 19, 1999, through March 31, 2005, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company is in the development stage and
has suffered recurring losses from operations and had a net capital deficit,
which raises substantial doubt about its ability to continue as a going concern.
Management plans to continue funding the operation through an affiliate owned by
a major shareholder of the Company. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

                                        Ham, Langston & Brezina, L.L.P.


Houston, Texas
June 22, 2005




                                       F-1




                                       





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Shareholders
Skreem Entertainment Corporation

We have audited the accompanying consolidated statements of operations,
shareholders' deficit and cash flows of Skreem Entertainment Corporation (a
development stage company) (the "Company"), for the three months ended March 31,
2004 and the year ended December 31, 2003 and for the period from August 19,
1999 (date of inception) through March 31, 2004. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated results of its operations and
cash flows of Skreem Entertainment Corporation for the three months ended March
31, 2004 and the year ended December 31, 2003 and for the period August 19, 1999
(date of inception) through March 31, 2004 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company is in the development stage and
has suffered recurring losses from operations and had a net capital deficit,
which raises substantial doubt about its ability to continue as a going concern.
Management plans to continue funding the operation through an affiliate owned by
a major shareholder of the Company. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.




Thomas Leger & Co. L.L.P.


July 21, 2004
Houston, Texas





                                       F-2

                                       



                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2005
                                                                        


      ASSETS

Current assets:
  Cash and cash equivalents                                        $    52,195
  Accounts receivable                                                  114,257
  Prepaid assets and deposits                                           35,616
                                                                   -----------

    Total current assets                                               202,068

Property and equipment, net                                              9,871
                                                                   -----------

      Total assets                                                 $   211,939
                                                                   ===========

LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
  Accounts payable and accrued liabilities                         $    64,046
  Related party payable                                                  9,254
  Accrued interest payable - affiliates and shareholder                 84,893
  Notes payable - shareholder                                          845,000
  Notes payable - affiliates                                           918,620
  Notes payable -other                                                 100,000
  Deferred revenue                                                      35,328
                                                                   -----------

    Total current liabilities                                        2,057,141
                                                                   -----------

Shareholders' deficit
  Preferred stock, par value $0.001, 1,000,000
    shares authorized, no shares issued and outstanding                   -
  Common stock, par value $0.001, 50,000,000
    shares authorized, 23,107,856 shares issued
    and outstanding                                                     23,108
  Paid-in capital                                                    1,860,823
  Deficit accumulated during the development stage                  (3,729,133)
                                                                   -----------

    Total shareholders' deficit                                     (1,845,202)
                                                                   -----------

      Total liabilities and shareholders' deficit                  $   211,939
                                                                   ===========



                   The accompanying notes are an integral part
                   of these consolidated financial statements
                                       F-3


                                      



                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                               Year Ended        Three Months         Year Ended         Inception to
                                                March 31,        Ended March         December 31,          March 31,
                                                  2005             31, 2004              2003                2005    
                                               -----------       ------------        ------------        ------------
                                                                                                

Revenues                                       $   120,862       $     -             $      376          $   123,788

Operating expenses                              (1,310,933)        (149,470)           (470,331)          (2,410,863)
General and administrative
  expenses                                        (318,150)         (47,071)           (195,280)            (998,821)
Impairment of loan receivable                         -                -                   -                (130,000)
                                               -----------       ----------          ----------          -----------

  Loss from operations                          (1,508,221)        (196,541)           (665,235)          (3,415,896)

Interest expense                                   (84,248)          (9,453)            (71,129)            (313,237)
                                               -----------       ----------          ----------          -----------

Net loss                                       $(1,592,469)      $ (205,994)         $ (736,364)         $(3,729,133)
                                               ===========       ==========          ==========          ===========

Basic and diluted net loss
  per share                                    $     (0.06)      $    (0.01)         $    (0.06)
                                               ===========       ==========          ==========

Weighted average shares
  outstanding                                   24,813,714       24,733,180          12,054,795(1)
                                               ===========       ==========          ==========   



(1) Number of shares outstanding to reflect reverse merger and for comparison
purposes only.




                   The accompanying notes are an integral part
                   of these consolidated financial statements
                                       F-4


                                       


                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
             from inception, August 19, 1999, through March 31, 2005



                                                                       Additional        Retained
                                           Common Stock                 Paid-In          Earnings
                                      Shares           Amount           Capital          (Deficit)           Total   
                                                                                           

Balance at inception,
  August 19, 1999                         -          $     -           $     -          $      -          $      -

Issuance of common stock                20,000               20              -                 -                   20

Net loss                                  -                -                 -              (84,021)          (84,021)
                                    ----------       ----------        ----------       -----------       -----------

Balance at December 31, 1999            20,000               20              -              (84,021)          (84,001)

Net loss                                  -                -                 -             (230,879)         (230,879)
                                    ----------       ----------        ----------       -----------       -----------

Balance at December 31, 2000            20,000               20              -             (314,900)         (314,880)

Net loss                                  -                -                 -             (494,816)         (494,816)
                                    ----------       ----------        ----------       -----------       -----------

Balance at December 31, 2001            20,000               20              -             (809,716)         (809,696)

Net loss                                  -                -                 -             (384,590)         (384,590)
                                    ----------       ----------        ----------       -----------       -----------

Balance at December 31, 2002            20,000               20              -           (1,194,306)       (1,194,286)

Reclassification of debt to
  equity                                43,000               43         1,581,940              -            1,581,983

Net loss                                  -                -                 -             (736,364)         (736,364)
                                    ----------       ----------        ----------       -----------       -----------

Balance at December 31, 2003            63,000               63         1,581,940        (1,930,670)         (348,667)

Effect of issuance of common
  stock and recapitalization
  in reverse acquisition
  transaction                       25,943,925           25,944           (25,944)             -                 -

Net loss                                  -                -                 -             (205,994)         (205,994)
                                    ----------       ----------        ----------       -----------       -----------

Balance at March 31, 2004           26,006,925           26,007         1,555,996        (2,136,664)         (554,661)

Proceeds from issuance of
  common stock                         603,856              604           301,324              -              301,928

Cancellation of shares              (3,502,925)          (3,503)            3,503              -                 -

Net loss                                  -                -                 -           (1,592,469)       (1,592,469)
                                    ----------       ----------        ----------       -----------       -----------

Balance at March 31, 2005           23,107,856       $   23,108        $1,860,823       $(3,729,133)      $(1,845,202)
                                    ==========       ==========        ==========       ===========       ===========





                   The accompanying notes are an integral part
                   of these consolidated financial statements
                                       F-5


                                      


                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                     Year Ended        Three Months     Year Ended        Inception to
                                                      March 31,        Ended March      December 31,       March 31,
                                                        2005            31, 2004            2003           2005    
                                                     -----------       -----------      ------------     ------------
                                                                                                

Cash flows from operating activities:
  Net loss                                           $(1,592,469)      $ (205,994)      $ (736,364)       $(3,729,133)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
    Depreciation expense                                   8,465            1,273            6,220             40,880
    Impairment of loan receivable                           -                -                -               130,000
    Accrued interest payable converted to
      equity                                                -                -                -               208,405
    Expanses paid by shareholder and
      affiliate                                           53,026             -                -                53,026
    Changes in operating assets and
      liabilities:
      Increase in accounts receivable                   (114,257)            -                -              (114,257)
      Decrease (increase) in prepaid
        expenses and deposits                            (15,695)           4,408          (24,328)           (35,595)
      Increase in accounts payable and
        accrued liabilities                               30,159           22,580           11,307             73,300
      Increase in interest payable to
        affiliates                                        69,236            9,453           71,095             84,873
      Increase in deferred revenue                        35,328             -                -                35,328
                                                     -----------       ----------       ----------        -----------

        Net cash used in operating
          activities                                  (1,526,207)        (168,280)        (672,070)        (3,253,173)
                                                     -----------       ----------       ----------        -----------

Cash flows from investing activities:
  Purchase of property and equipment                     (11,440)            -              (3,497)           (50,751)
  Loan receivable                                           -                -                -              (130,000)
                                                     -----------       ----------       ----------        -----------

        Net cash used by investing
          activities                                     (11,440)            -              (3,497)          (180,751)
                                                     -----------       ----------       ----------        -----------

Cash flows from financing activities:
  Proceeds from issuance of common stock                 301,928             -                -               301,928
  Proceeds from notes payable-other                      365,000             -                -               365,000
  Proceeds from notes payable-shareholder                880,000             -                -               880,000
  Proceeds from notes payable to affiliates              475,000          156,591          687,000          2,424,191
  Principal payments on notes payable to
    affiliates                                           (90,000)            -                -              (140,000)
  Principal payments on notes payable-other             (265,000)            -                -              (265,000)
  Principal payments on notes payable-
    shareholder                                          (80,000)            -                -               (80,000)
                                                     -----------       ----------       ----------        -----------

        Net cash provided by financing
          activities                                   1,586,928          156,591          687,000          3,486,119
                                                     -----------       ----------       ----------        -----------

Net increase (decrease) in cash and
  cash equivalents                                        49,281          (11,689)          11,433             52,195

Cash and cash equivalents, beginning of
  year                                                     2,914           14,603            3,170               -   
                                                     -----------       ----------       ----------        -----------

Cash and cash equivalents, end of year               $    52,195       $    2,914       $   14,603        $    52,195
                                                     ===========       ==========       ==========        ===========





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

                                      F-6
                                       



                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                        


1.     Nature of Operations and Summary of Significant Accounting Policies

       Nature of the Business and Merger

       Stanford Capital Corporation (Stanford) was incorporated under the laws
       of the State of Delaware on June 11, 1992. During January 2004, Stanford
       acquired all of the issued and outstanding shares of common stock of
       Skreem Entertainment Corporation (Skreem) in exchange for 22,000,000 post
       reverse split shares of common stock, par value $0.001 per share, to the
       holders of Skreem's common stock. The transaction is considered a reverse
       merger and Skreem became a wholly owned subsidiary of Stanford. Stanford
       and Skreem are collectively referred to as "the Company". On March 16,
       2004 the Company filed a Certificate of Amendment with the Delaware
       Secretary of State changing the Company's name to Skreem Entertainment
       Corporation and reverse splitting the Company's shares on a one (1) for
       five (5) basis. The financial statements herein reflect the effect of the
       reverse stock split. The proforma effects of the reverse merger are not
       material to the consolidated financial statements.

       Skreem is a development stage company that was incorporated in Nevada on
       August 19, 1999. Skreem was formed to promote, finance and manage artists
       and projects in the music industry and is located in the State of
       Florida.

       Basis of Presentation and Consolidation

       The consolidated financial statements have been prepared in accordance
       with accounting principles generally accepted in the United States of
       America. The Company has elected to continue the fiscal year of the legal
       acquirer (registrant). As the transaction is deemed a reverse merger,
       this gives rise to the three month transition period ended March 31,
       2004.

       The consolidated financial statements include the financial statements of
       the Company and its wholly owned subsidiary. All significant intercompany
       balances and transactions, including intercompany profits and unrealized
       profits and losses are eliminated on consolidation.

       Cash and Cash Equivalents

       Cash and cash equivalents consist of cash on hand and on deposit at a
       major financial institution. The Company considers highly liquid
       investments with original maturities of three months or less when
       purchased to be cash equivalents.

       Advances to Artists

       The Company advances monies to artists upon the artist signing the
       "Exclusive Recording Artist Agreement." An advance paid to an artist
       shall be reported as an asset if the past performance and current
       popularity of the artist to whom the advance is made provide a sound
       basis for estimating that the amount of the advance will be recoverable
       from future royalties to be earned by the artist. Any portion of advances
       that subsequently appear not to be fully recoverable from future
       royalties to be earned by the artist shall be charged to expense during
       the period in which the loss becomes evident.

                                       F-7






                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                        


1.     Nature of Operations and Summary of Significant Accounting Policies, 
       Continued

       Property and Equipment

       Property and equipment are stated at cost. Provisions for depreciation
       are computed using the double-declining method based on the estimated
       useful lives of the assets, generally three to seven years. Expenditures
       that increase the value or extend the life of the asset are capitalized,
       while cost of maintenance and repairs are expensed as incurred. Leasehold
       improvements are amortized on a straight-line basis over the shorter of
       the useful life of the improvement or the term of the lease. When assets
       are retired or otherwise disposed of, the cost and related accumulated
       depreciation are removed from the accounts, and any resulting gain or
       loss is recognized.

       In accordance with Statement of Financial Accounting Standards (SFAS) No.
       144, "Accounting for the Impairment or Disposal of Long-lived Assets,"
       the Company examines the possibility of decrease in value of fixed assets
       when events or changes in circumstances reflect the fact that their
       recorded value may not be recoverable.

       Record Masters

       A record master borne by the Company is reported as a cost of production
       when the past performance and current popularity of the artist does not
       provide a sound basis for estimating that the cost will be recovered from
       future sales.

       Revenue Recognition

       Revenue is recognized in accordance with Staff Accounting Bulletin No.
       104 (SAB 104) when persuasive evidence of an arrangement exists, the
       price to the buyer is fixed or determinable; delivery has occurred or
       services have been rendered or the license period has begun; and
       collectibility is reasonably assured.

       Revenue from the distribution of recordings under license and
       distribution agreements is recognized as earned under the criteria
       established by Statement of Financial Accounting Standard No. 50.Revenue
       is generally recognized when the Company receives an "accounting" of
       recordings sold with payment from the licensee. In the event the Company
       has not received an "accounting" from the licensee and if the Company has
       information related to the licensed use of recordings that would result
       in the revenue being fixed and determinable, and collection is reasonably
       assured, then revenue is recognized in the periods in which the license
       revenue is earned. Minimum guarantees (advances) received from licensees
       are recorded as deferred revenue and are amortized over the performance
       period, which is generally the period covered by the agreement.

       Advertising Costs

       All costs related to general advertising are charged to expense as
       incurred. For the year ended March 31, 2005, the Company recorded total
       advertising expense of $116,046. There were no significant advertising
       expenses incurred during the three months ended March 31, 2004 and year
       ended December 31, 2003.


                                       F-8







                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                        


1.     Nature of Operations and Summary of Significant Accounting Policies, 
       Continued

       Operating expenses

       Operating expenses include music production costs, artist compensation
       costs, and other operating expenses. The Company enters into production,
       promotion and related consulting agreements in the ordinary course of
       business.

       Use of Estimates

       The preparation of financial statements in conformity with general
       accepted accounting principles in the United States of America requires
       management to make estimates and assumptions that affect the reported
       amounts of assets and liabilities at the date of the financial statements
       and the reported amounts of revenues and expenses during the reporting
       period. Actual results could differ from those estimates.

       Income Taxes

       From inception of the Company through August 31, 2003, the Company had
       elected to be taxed under Subchapter S of the Internal Revenue Code. As a
       result, corporate income or loss passes through to the shareholder and
       therefore, no provision for federal or state income taxes has been
       recorded by the Company. On August 31, 2003, the Company converted
       certain debt and accrued interest owed to affiliates to equity. The
       affiliates were a corporation and a partnership that made the Company
       ineligible to be taxed under subchapter S of the Internal Revenue Code.
       Subsequent to August 31, 2003, the Company accounts for income tax using
       Statements of Financial Accounting (SFAS) No. 109 "Accounting for Income
       Taxes."

       Recent Accounting Pronouncements

       In December 2004, the Financial Accounting Standards Board, or FASB,
       issued Statement of Financial Accounting Standards No. 123R "Share-Based
       Payment" (SFAS 123R). This statement revises SFAS No. 123, supercedes APB
       No. 25, and requires companies to recognize the cost of employee stock
       options and other awards of stock-based compensation based on the fair
       value of the award as of the grant date. Currently, this type of
       compensation expense is not reflected in the Company's Consolidated
       Statements of Operations. The effective date of this pronouncement is as
       of the beginning of the first interim or annual period that begins after
       December 15, 2005. The Company plans to adopt the requirements of SFAS
       123R effective January 1, 2006.






                                       F-9







                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                        


1.     Nature of Operations and Summary of Significant Accounting Policies, 
       Continued

       Recent Accounting Pronouncements, continued

       In December 2004, FASB published the following two final FASB Staff
       Positions, effective immediately. FAS 109-1, "Application of FASB
       Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on
       Qualified Production Activities Provided by the American Jobs Creation
       Act of 2004," giving guidance on applying FASB Statement No. 109,
       Accounting for Income Taxes, to the tax deduction on qualified production
       activities provided by the American Jobs Creation Act of 2004. FAS 109-2
       "Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
       Provision within the American Jobs Creation Act of 2004" provides
       guidance on the Act's repatriation provision. The Company is in the
       process of reviewing FAS 109-1 and FAS 109-2; however, at this time the
       Company does not believe that the adoption of FAS 109-1 or FAS 109-2 will
       have a material impact on its consolidated financial position, results of
       operations or cash flows.

       In November 2004, FASB Emerging Issues Task Force (EITF) reached a
       consensus in applying the conditions in Paragraph 42 of SFAS No. 144,
       "Accounting for the Impairment or Disposal of Long-Lived Assets, in
       Determining Whether to Report Discontinued Operations" (EITF 03-13).
       Evaluation of whether operations and cash flows have been eliminated
       depends on whether (1) continuing operations and cash flows are expected
       to be generated, and (2) the cash flows, based on their nature and
       significance, are considered direct or indirect. This consensus should be
       applied to a component that is either disposed of or classified as held
       for sale in fiscal periods beginning after December 15, 2004. The Company
       does not believe that the adoption of EITF 03-13 will have a material
       impact on its consolidated financial position, results of operations or
       cash flows.

       In November 2004, FASB issued SFAS No. 151, "Inventory Costs - An
       Amendment of ARB No. 43, Chapter 4" (SFAS No. 151). SFAS No. 151 amends
       the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
       the accounting for abnormal amounts of idle facility expense, handling
       costs, and wasted material (spoilage). Among other provisions, the new
       rule requires that items such as idle facility expense, excessive
       spoilage, double freight, and rehandling costs be recognized as
       current-period charges regardless of whether they meet the criterion of
       "so abnormal" as stated in ARB No. 43. SFAS No. 151 is effective for
       fiscal years beginning after June 15, 2005 and is required to be adopted
       by the Company in the first quarter of fiscal 2006, beginning on January
       1, 2006. The Company is currently evaluating the effect that the adoption
       of SFAS No. 151 will have on its consolidated financial position, results
       of operations and cash flows, but do not expect SFAS No. 151 to have a
       material impact.



                                      F-10







                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                        


1.     Nature of Operations and Summary of Significant Accounting Policies, 
       Continued

       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
       sustained losses of $1,592,469, $205,994, and $736,364,for the year ended
       March 31, 2005, the three months ended March 31, 2004, and the year ended
       December 31, 2003 respectively. The Company had an accumulated deficit of
       $3,729,133 at March 31, 2005. These factors raise substantial doubt about
       the ability of the Company to continue as a going concern for a
       reasonable period of time. The Company is highly dependent on its ability
       to continue to obtain investment capital and loans from an affiliate and
       shareholder in order to fund the current and planned operating levels.
       The consolidated financial statements do not include any adjustments
       relating to the recoverability and classification of recorded asset
       amounts or the amounts and classification of liabilities that might be
       necessary should the Company be unable to continue as a going concern.
       The Company's continuation as a going concern is dependent upon its
       ability to continue receiving investment capital and loans from an
       affiliate and shareholder to complete promotion of the Company's artists,
       continue production of music and achieve a level of success that will
       enable it to sustain its operations. No assurance can be given that the
       Company will be successful in these efforts.


2.     Property and Equipment

       Property and equipment is comprised of the following at March 31, 2005:

         Furniture                                           $   18,161
         Music and computer equipment                            28,604
                                                             ----------

                                                                 46,765
         Less: accumulated depreciation                         (36,894)
                                                             ----------

                                                             $    9,871
                                                             ==========

       Depreciation expense was $ 8,465, $1,273, and $6,220, for the year ended
       March 31, 2005, the three months ended March 31, 2004, and the year ended
       December 31, 2003, respectively.


3.     Deposits

       At March 31, 2005, the Company had deposits of $15,366 for the rental of
       a vehicle and $11,006 for the rental of housing for the Artists and
       Manager of "3rd Wish" and "Pat Moe".







                                      F-11







                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                        


4.     Income Taxes

       From inception of the Company through August 31, 2003, the Company had
       elected to be taxed under Subchapter S of the Internal Revenue Code. As a
       result, corporate income or loss passes through to the shareholder and
       therefore, no provision for federal or state income taxes was recorded by
       the Company. On August 31, 2003, the Company converted certain debt and
       accrued interest owed to affiliates to equity. The affiliates were a
       corporation and a partnership that made the Company ineligible to be
       taxed under subchapter S of the Internal Revenue Code. Subsequent to
       August 31, 2003, the Company accounts for income tax using Statements of
       Financial Accounting (SFAS) No. 109 "Accounting for Income Taxes."

       The following table sets forth a reconciliation of federal income tax for
       the year ended March 31, 2005, the three months ended March 31, 2004, and
       the year ended December 31, 2003:


                                         Year Ended      Three Months     Year Ended
                                         March 31,       Ended March      December 31,
                                            2005           31, 2004          2003   
                                         ----------      ------------     ----------
                                                                  

         Loss before income taxes        $(1,592,469)    $ (205,994)      $ (736,364)
                                         -----------     ----------       ----------

         Income tax benefit computed
          at statutory rates                (541,439)       (70,038)        (250,363)
         Valuation allowance                 540,596         69,322           83,210
         Losses passed through to
            Shareholders                        -              -             167,153
         Permanent differences, non-
          deductible expenses                    843            716             -   
                                         -----------     ----------       ----------

           Tax benefit                   $      -        $     -          $     -   
                                         ===========     ==========       ==========



       As of March 31, 2005, the Company has net operating loss carryforwards of
       approximately $2,038,613. The carryforwards begin to expire in the year
       2023. The Company's net operating loss carry forwards may be subject to
       annual limitations, which could reduce or defer the utilization of the
       losses as a result of an ownership change as defined in section 382 of
       the Internal Revenue Code. The tax effects of the temporary differences
       between reportable financial statement income and taxable income are
       recognized as a deferred tax asset and liability.

       Significant components of the deferred tax assets are set out below along
       with a valuation allowance to reduce the net deferred tax asset to zero.
       In order to comply with generally accepted accounting principles,
       management has decided to establish the valuation allowance because of
       the potential that the tax benefits underlying deferred tax asset may not
       be realized. Significant components of the Company's deferred tax asset
       at March 31, 2005 are as follows:


         Net operating loss carryforwards                   $ (693,128)
         Less: valuation allowance                             693,128
                                                             ----------

         Net deferred tax assets                            $     -   
                                                             ==========

                                      F-12







                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                        


5.     Notes Payable

       Shareholder

       On May 26, 2004 the Company borrowed $100,000 from Sugarcreek Capital,
       LLC. The terms of the note call for repayment of $104,000 on or before
       July 30, 2004. As security for the loan, Jeffrey D. Martin, a major
       stockholder, put up his 1/3 interest in Osceola Partners. On August 19,
       2004 the note payable to Sugarcreek Capital, LLC was transferred to
       Jeffrey D. Martin, a major stockholder, in exchange for his 1/3 interest
       in Osceola Partners. This note is payable on demand.

       During the year ended March 31, 2005, Jeffrey D. Martin loaned the
       Company $825,000. The notes are payable on demand and bear interest at
       the rate of 8% per year. Accrued interest at March 31, 2005 was $17,144.
       Total principal payments of these notes were $80,000 during the year
       ended March 31, 2005. The dates and amounts of these individual note
       agreements entered into during the year ended March 31, 2005 and
       outstanding are as follows:


                  Date of Note                             Amount  

                  May 24, 2004                         $   75,000
                  July 2, 2004                             30,000
                  August 26, 2004                           5,000
                  November 4, 2004                         80,000
                  November 11, 2004                        20,000
                  November 22, 2004                        15,000
                  December 3, 2004                         10,000
                  December 9, 2004                         20,000
                  December 13, 2004                        20,000
                  December 16, 2004                         4,000
                  February 1, 2005                         61,000
                  February 14, 2005                       100,000
                  February 15, 2005                        15,000
                  February 25, 2005                        60,000
                  March 10, 2005                           25,000
                  March 16, 2005                           80,000
                  March 21, 2005                           25,000
                  March 22, 2005                           10,000
                  March 23, 2005                           25,000
                  March 29, 2005                           30,000
                  March 30, 2005                           10,000
                  March 31, 2005                           25,000
                                                       ----------

                    Total                              $  745,000
                                                       ==========



                                      F-13







                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                        


5.     Notes Payable, continued

       Affiliates

     The  Company's  Board of  Directors  held a meeting on August 30,  2003 and
     unanimously approved a proposal received from Martin Consultants,  Inc. and
     JT Investments,  Ltd.,  affiliates of the Company,  to convert the debt and
     accrued interest owed by the Company to equity.  Martin  Consultants,  Inc.
     and JT Investments, Ltd. are 100% and 50%, respectively owned by Jeffrey D.
     Martin.  The notes payable of $1,373,600  and related  accrued  interest of
     $208,383  were  reclassified  to  equity  on  August  31,  2003 and  Martin
     Consultants, Inc. was issued 43,000 shares (pre-merger) of common stock.

       On January 27, 2004, the Company borrowed $39,592 from JT Investments.
       The note is unsecured, bears interest at the rate of 8% per year and is
       payable on demand. The entire principal balance is outstanding at March
       31, 2005. The Company recorded interest expense of $564 and $3,167
       related to the note for the three months ended March 31, 2004 and year
       ended March 31, 2005, respectively.

       On November 18, 2004, the Company borrowed $25,000 (unsecured) from
       Jeffrey Martin Real Estate Co., a company owned by Jeffrey D. Martin. The
       note bears interest at the rate of 8% per year. The note and related
       interest expense of $895 were paid during the year ended March 31, 2005.

       At March 31, 2005, the balance of notes payable to Martin Consultants,
       Inc., a company owned by Jeffrey D. Martin, was $879,028. The notes bear
       interest at the rate of 8% per year and are secured by assets of the
       Company. The Company recorded interest expense of $ $45,162, $8,248, and
       $6,205 related to these notes for the year ended March 31, 2005, the
       three months ended March 31,2004 and year ended December 31, 2003,
       respectively. The dates and amounts of the individual note agreements
       with Martin Consultants, Inc. that remain outstanding at March 31, 2005
       are as follows:

                Date of Note                               Amount  

                December 31, 2003                        $  304,000
                January 7, 2004                              20,000
                February 15, 2004                            20,000
                February 25, 2004                            20,000
                March 8, 2004                                10,000
                March 11,2004                                12,000
                March 15,2004                                10,000
                March 24,2004                                15,000
                March 31, 2004                               10,000
                April 6, 2004                                10,000
                April 12, 2004                               10,000
                July 23, 2004                                20,000
                July 30, 2004                                10,000
                January 7, 2005                             400,000
                March 31, 2005                                8,028
                                                         ----------

                  Total                                  $  879,028
                                                         ==========


                                       F-14


5.     Notes Payable, continued

       Others

       On August 19, 2004 the Company borrowed $200,000 from Sugarcreek Capital,
       LLC. The Note was payable on December 30, 2004 and bore interest at the
       rate of 8% per year. Jeffrey D. Martin personally guaranteed this note.
       The note and related interest expense of $6,000 was paid during January
       2005.

       On August 3, 2004 the Company borrowed $50,000 under a line of credit
       with an individual. Interest on the line of credit varies monthly. The
       line of credit is payable on demand and bore interest at a rate of
       approximately 6.5% per year during the year ended March 31, 2005. Jeffrey
       D. Martin personally guaranteed this line of credit. The line of credit
       and related interest expense of $1,619 were paid during February 2005.

       On October 4, 2004, the Company borrowed $15,000 from Market Management,
       Inc. (MMI). The note is unsecured, payable on demand, and bears interest
       at a rate of 6% per year. The balance of the note and related interest
       expense of $232 were paid during January 2005.

       On January 24, 2005, the Company borrowed $100,000 from MMI. The note is
       unsecured, payable on demand and bears interest at a rate of 10% per
       year. The Company recognized interest expense of $1,835 during the year
       ended March 31, 2005, related to this note.


6.     Capital Transactions

       The Company has offered a Private Placement Memorandum ("PPM") that
       offers for sale a maximum of 3,000,000 and a minimum of 1,000,000 shares
       of its common stock, $.001 par value at $.50 per share ("the Offering").
       The shares are offered on a "best efforts" basis. The Offering will be
       made in reliance upon an exemption from registration under the federal
       securities laws provided by Regulation D as promulgated by the United
       States Securities and Exchange Commission ("SEC"). The Offering will
       terminate upon the earlier of (i) the sale of the 3,000,000 shares or
       (ii) May 31, 2004 unless extended by the Company for 120 days. The
       Company did extend the offering for 120 days and issued 603,856 shares
       with proceeds of $301,928. The Company amended the PPM reducing the share
       minimum to 100,000 shares. The offering concluded after the 120 day
       extension.

     The offering  was extended for 120 days and the minimum  reduced to 100,000
     shares  because the minimum of 1,000,000  had not been met by May 31, 2004.
     All shareholders who purchased shares prior to the amendment had the option
     to receive a return of their proceeds. None elected to do so.

       On October 6, 2004 3,502,925 shares of common stock were returned to the
       treasury and cancelled.


7.     Related Party Transactions

       Related party payables at March 31, 2005, consisted of $9,254 for health
       insurance as of March 31, 2005. Additionally, notes payable to affiliates
       and a major shareholder at March 31, 2005 are presented at Note 5.


       The Company promotes an artist who is the son of the Company's major
       shareholder. Total advances to the son are approximately $376,756 as of
       March 31, 2005.

       On March 1, 2003, the Company entered into an agreement with All Star
       Consulting that established a fee of $5,000 per month, plus rent of an
       apartment and lease of a car, for services rendered as a Manager of
       Artists in Germany. Effective January 2005, the agreement was amended to
       increase the fee paid to All Star Consulting to $6,500 per month. Tony
       Harrison, a Vice President and Director of the Company, owns All Star
       consulting. In connection with the agreement, the Company expensed
       promotion fees of approximately $64,500, $15,000 and $50,000 for the year
       ended March 31, 2005, three months ended March 31, 2004, and the year
       ended December 31, 2003, respectively.


8.     Operating Leases

       The Company leases a vehicle and housing in Germany for the Artists and
       Manager of "3rd Wish". Rent expense under these leases was $68,999,
       $13,205 and $42,637 for the year ended March 31, 2005, the three months
       ended March 31, 2004 and the year ended December 31, 2003 respectively.

                                       F-15


       Future minimum non-cancelable lease payments to be made through March 31,
2006 are approximately $68,000 at March 31, 2005.

9.     Nu-Sol Agreement And Impairment

       During May 2000, the Company entered into a financing agreement with
       Nu-Sol Productions, Inc. (NU-SOL). The purpose of the agreement is for
       NU-SOL to produce, manufacture, market, and commercially exploit the
       first LP by Precious Francis "Precious" entitled "Big Girls Don't Cry"
       and singles derived from the LP (the Property). The Company funded costs
       and expenses of $130,000 with respect to the production, manufacturing,
       marketing, and exploitation of the Property. Under terms established by
       the NU-SOL agreement, net revenues are to be distributed first to the
       Company, until the Company recoups 100% of the $130,000 advanced plus an
       additional $39,000. Thereafter, the Company receives 30% of all net
       revenues. The Company originally recorded the advance to NU-SOL as a loan
       receivable, but during 2001, the Company deemed the advance uncollectible
       and recognized an impairment charge.


10.    Distribution And Service Agreements

       During May 2004, the company entered into a five and one-half year
       Distribution and Service Agreement with Cheyenne Records GmbH (Cheyenne).
       The agreement grants Cheyenne certain exclusive rights to distribute and
       sell recordings by 3rd Wish in Germany, Switzerland and Austria. Under
       the agreement, Cheyenne is to receive a distribution and service fee of
       45% of all net receipts (gross receipts less Value Added Tax of
       approximately 16%). The agreement requires Cheyenne to perform certain
       services including booking commercial concerts and concert tours,
       securing personal appearances of "3rd Wish", securing advertising,
       endorsements and related activities of "3rd Wish", and music
       publishing/sub-publishing throughout the territory. In consideration for
       these services except music publishing/sub-publishing, Cheyenne is to
       receive 35% of all net receipts paid by third parties. The agreement
       provides for the Company/Cheyenne to split music publishing revenues on a
       75%/25% basis. Cheyenne reported that as of December 31, 2004
       approximately 202,000 copies of the "3rd Wish" recordings had been sold
       and the Company recorded license revenue of $115,227 for the year ended
       March 31, 2005.


11.    License Agreements

       On October 11, 2004, the Company entered into a fifteen-year license
       agreement with Three8 Music Limited (Three8). The terms of the license
       agreement grant Three8 all rights to the single release by "3rd Wish"
       entitled "Obsession" in the United Kingdom and Eire, for which the
       Company earns royalties of 19% calculated on 100% sales of Three8's
       published dealer price less certain packaging deductions. Additionally,
       for any third party licensing or digital delivery, the Company is to
       receive 50% of Three8's net United Kingdom sourced royalty receipts. In
       connection with the license agreement, the Company received a $15,000
       advance that was initially recorded as deferred revenue and will be
       recognized as revenue as license fees are earned under the agreement. At
       March 31, 2005, the accompanying financial statements reflect license
       fees of $500 and deferred revenue of $14,500 related to this agreement.

       On November 12, 2004, the Company entered into a five year license
       agreement with NRJ Music (NRJ). The license agreement grants NRJ the
       exclusive right to the audio and/or audiovisual recordings of "3rd Wish"
       for the purpose of reproducing them on all media in France, Dom Tom,
       Andorra, Monaco, and Belgium. In consideration of the exclusive rights
       granted, NJR shall pay the Company a royalty for sales (less returns) of
       19-22% in France, Dom Tom, Andorra and Monaco and 13-15% in Belgium. In
       addition the Company may earn additional royalties related to phonograms,
       videograms, and other digital media as defined in the agreement. In
       connection with the license agreement, the Company received a $16,822
       advance that was initially recorded as deferred revenue and will be
       recognized as revenue as license fees are earned under the agreement. At
       March 31, 2005, the accompanying financial statements reflect license
       fees of $1,402 and deferred revenue of $15,420 related to this agreement.


                                       F-16



                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                        


11.    License Agreements, continued

       On November 26, 2004, the Company entered into a five-year license
       agreement with Shock Records Pty Ltd (Shock). The license agreement
       grants Shock the exclusive right to the single release by "3rd Wish"
       entitled "Obsession" in Australia and New Zealand. Under the license
       agreement the Company is to receive royalties of 18-22% of net sales,
       which excludes any sales tax and includes any discounts. Shock retains
       the right to license the recording for third party, compilation and
       synchronization use in the territory and the Company shall receive 50% of
       any third party income. Shock retains exclusive right to copy, extract,
       digitally encode, sell, distribute, and otherwise exploit the recording
       in digital format via any interactive technology. In connection with the
       license agreement, the Company received a $5,150 advance that was
       initially recorded as deferred revenue and will be recognized as revenue
       as license fees are earned under the agreement. At March 31, 2005, the
       accompanying financial statements reflect license fees of $429 and
       deferred revenue of $4,721 related to this agreement.

       On December 14, 2004, the Company entered into a three-year license
       agreement with NMC Music Ltd. (NMC). The license agreement grants NMC
       exclusive rights to the single release by "3rd Wish" entitled "obsession"
       in Israel. The Company shall receive royalties of 18% calculated on 100%
       of net sales.

       On January 17, 2005, the Company entered into a three-year license
       agreement with Megaliner Records (Megaliner). The license agreement
       grants Megaliner exclusive rights to the single release by "3rd Wish"
       entitled "Obsession" including all available remixes. The territories
       covered by the license agreement with Megaliner includes Russia,
       Azerbaijan, Armenia, Georgia, Moldova, Kazakstan, Krygystan, Tajikistan,
       Uzbekistan, Turkmenistan, Ukraine, Republic of Belarus, Lithuania, Lativa
       and Estonia. Under the terms of the agreement the Company is to receive
       royalties of 20% of the published dealer price with no deductions
       allowed. In addition the Company/Megaliner shall split any third party
       income and broadcasting income on a 60%/40% basis. In connection with the
       license agreement, the Company received an advance of $750 and will
       record the advance as revenue as earned under the agreement.

       On February 14, 2005, the Company entered into a license agreement with
       VIDISCO. The license agreement grants VIDISCO exclusive rights to the
       single release by "3rd Wish" entitled "Obsession" in Portugal. The
       Company shall receive royalties of 18% calculated on 100% net sales.


                                       F-17





                                                                  
                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                        


12.    Music Video Production Agreements

       During the year ended March 31, 2005, the Company entered into Music
       Video Production Agreements with 1171 Production Group (Production
       Company). Production Company produced music videos embodying performances
       by "3rd Wish" and "Pat Moe'. As of March 31, 2005 all contractual
       obligations have been completed and the Company recorded total video
       production expenses of $406,525 related to these agreements.


13.    Content License Agreement

       On September 10, 2004, the Company entered into a Content License
       Agreement with JAMBA!AG (JAMBA) for the distribution of mobile content
       including ring tones, wallpaper, and logos through the JAMBA service and
       JAMBA Network. The Content License Agreement is non-exclusive and covers
       the territories of Germany, Switzerland, and Austria. The term of the
       agreement commences on the date of the agreement and terminates upon a
       three month written notice by either party. In consideration of the
       authorizations granted to JAMBA in the agreement, JAMBA will pay the
       Company a license fee from all paid and successfully completed downloads
       of content by end users as set forth in the agreement, which shall be
       calculated from the net revenue (revenue less value added tax.) The
       Company has not recorded any revenue related to this agreement. In
       accordance with SAB 104, the Company will record revenue related to the
       Content License Agreement when the license revenue is fixed or
       determinable and collectibility is reasonably assured.

14.    Video Ringtone And Promotion Video License Agreement

       On March 9, 2005, the Company entered into a Framework Master and Video
       Ringtone and Promotion Video License Agreement ( Framework Agreement)
       with Jamster International Sarl (Jamster) whereas Jamster desires to
       distribute Master Ringtones and Video Ringtones of certain of the
       Company's tracks to include excerpts of certain of the Company's
       promotion video clips into such television advertising campaigns. The
       video description, license period, territory, exclusivity and any other
       rights granted to Jamster shall be described in each case by signature of
       an individual written order form. The term of the Framework Agreement
       shall remain effective unless terminated by either of the parties. In
       consideration of the rights granted in the order form(s), Jamster shall
       pay the Company for each fully paid and completed download of the
       Ringtone in its monophonic, polyphonic Master and Video Ringtone version
       a lump sum of $0.40 for Master Ringtones/Video Ringtones and $0.15 for
       tones which trigger a new subscription between end user consumer and
       distributor as compensation for the use of the video. The Company has not
       recorded any revenue related to this agreement. In accordance with SAB
       104, the Company will record revenue related to the Framework when the
       license revenue is fixed or determinable and collectibility is reasonably
       assured.

                                       F-19



                                                                     
                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                        


15.    Publishing Agreement

       On January 17, 2002, the Company entered into a publishing agreement with
       Broadcast Music, Inc. (BMI) for the period from July 1, 2001 to June 30,
       2006. In accordance with the agreement, the Company hereby sells, assigns
       and transfers to BMI, its successors or assigns all rights which the
       Company owns or acquires publicly to perform, and to license others to
       perform, anywhere in the world and part or all musical compositions; the
       non-exclusive right to record, and to license others to record, any part
       or all of any of the musical compositions on electrical transcriptions,
       wire, tape, film or otherwise, but only for the purpose of performing
       such musical compositions publicly by means of radio and television or
       for archive or audition purposes; and the exclusive right to adapt or
       arrange any part or all of any of the musical compositions for
       performance purposes, and to license others to do so. As consideration
       for all rights granted to BMI hereunder, BMI agrees to pay the Company
       upon the basis of current performance rates generally paid by BMI for its
       affiliated publishers for similar performances. The Company has not
       recorded any revenue related to the agreement. In accordance with SAB No.
       104 the Company will record publishing revenues when the revenue is fixed
       or determinable and collectibility is reasonably assured.


16.    Commitments

       Exclusive Artist Recording Agreements

       At March 31, 2005, the Company had entered into long-term Exclusive
       Artist Recording Agreements with five artists, which include the three
       Artists of "3rd Wish", the Artist "PatMoe" and the Artist "Precious Dawn
       Francis" for the purpose of engaging the exclusive personal services of
       the Artists for making master sound recordings for distribution in any
       medium. The territory for the agreements shall be worldwide. All master
       recordings made by the Artists during the terms of the agreements shall
       be recorded by the Artists on the Company's behalf, and all phonograph
       records and related performances shall be the entire property of the
       Company; the Company shall have the right to secure sound recording
       copyright; and the Company and its licensees shall have the sole and
       exclusive right to use the recordings throughout the world or any part
       thereof in any mannerit sees fit. The Company may pay all specifically
       approved recording costs in connection with the master recordings made
       hereunder, and all recording costs shall be deemed fully recoupable
       advances to the Artists and shall be deducted from any and all royalties
       payable to the Artist by the Company under this or any and all royalties
       payable to the Artists by the Company. Any and all monies paid to or on
       behalf of the Artists during the term of the agreement shall be fully
       recoupable, non-returnable advances unless otherwise expressly agreed in
       writing between the Company and the Artists. The Company has the right,
       but not the obligation to have the Artists participate in the creation of
       music videos and 100% of any and all monies expended by or advanced by
       the Company for the production of music videos shall constitute
       additional fully recoupable advances hereunder. The Company shall own any
       and all rights in and to said music videos in perpetuity.




                                      F-20




                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                        


16.    Commitments, continued

       Exclusive Artist Recording Agreements, continued

       In its sole discretion, the Company may choose, at any time during the
       term of the agreements, to license master recordings made by the Artists
       to third parties on a flat fee or royalty basis, or to enter into a
       distribution agreement with a third party distributor for the
       distribution of phonograph records embodying master recordings recorded
       by the Artists through normal retail channels in the United States and
       worldwide. With respect to master recordings of the Artists licensed to
       third parties on a flat-fee basis, the Company shall pay the Artists
       20-50% of the net amount received by the Company under such license. With
       respect to master recordings of the Artists licensed to third parties on
       a royalty basis, and with respect to phonograph recordings released
       through a distributor selected by the Company, the Company shall pay the
       Artists the lesser of 20-50% of the Company's net earned royalty receipts
       under such license or distribution agreement, or 20-50% of the basic
       album or single rate as defined in the agreements. Further, in its sole
       discretion, the Company may choose to commercially release phonograph
       records through the Company's own distribution network. In such event,
       the Company agrees to pay the Artists royalties based on the basic album
       or singe rate as defined in the agreements. For phonograph recordings
       that are exported or sold outside the United States and through record
       clubs or similar plans, the Artists shall be paid a royalty of 20-50% of
       the amounts provided of the above mentioned amounts. In addition, the
       Artists may earn royalties related to licenses for musical compositions,
       music video licenses and merchandising.

       At March 31, 2005, the Artists had earned royalties of approximately
       $29,000, based on the year end reported licensing revenues. However, the
       Company is not obligated to pay any royalties until total advances to
       Artists of $1,140,737 at March 31, 2005 (plus any future advances) have
       been recouped.

       Music Publishing Agreements

       At March 31, 2005, the Company had entered into long-term Music
       Publishing Agreements with four individual Writers, which include the
       three Artists of "3rd Wish" and the Artist "PatMoe". The Company engaged
       the Writers to render the Writer's exclusive services as songwriters and
       composers based upon terms and conditions set forth in the agreements. In
       accordance with the agreements, the Writers grant all rights to all
       musical compositions written or owned by the Writers and all musical
       compositions shall be the Company's exclusive property as sole owner. The
       Company shall pay royalties to the Writers based on various terms and
       conditions set forth in the agreements. There have been no royalties
       earned by the writers related to the agreements.




                                      F-21





                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                        


16.    Commitments, continued

       Personal Management Agreement

       At March 31, 2005, the Company had entered into long-term Personal
       Management Agreements with four Artists, which include the three Artists
       of "3rd Wish" and the Artist "PatMoe". The Company accepts the engagement
       as the Artists' sole and exclusive personal management company in
       connection with all activities in the entertainment industries throughout
       the world, including but not limited to their services as musicians,
       songwriters, actors, publishers, packagers or performers in any medium
       now known or hereafter devised. For personal management services
       performed, the Artists agree to pay the Company 15% of all gross
       compensation earned or received as a result of activities in the
       entertainment industry. However, the Company shall not be entitled to
       commissions by the Artists from the sale, license, or grant of any
       literary or music rights to the Company or any person, firm, or
       corporation owned or controlled by the Company. During the year ended
       March 31, 2005, the Company earned commissions of $3,241, all related to
       live performances.


17.    Supplemental Disclosures Of Cash Flow Information

       During the year ended March 31, 2005, approximately $15,000 was paid for
       interest. No cash was paid for interest during the three months ended
       March 31, 2004 and year ended December 31, 2003.

       No cash was paid during the year ended March 31, 2005, three months ended
       March 31, 2004, and for the year ended December 31, 2003 for income
       taxes.

       Non-cash financing transactions:

       A reclassification of notes payable and accrued interest to equity of
       $1,581,983 was approved by the Board of Directors during 2003 and is
       presented at Note 5.


18.    Concentrations Of Risk And Major Customer

       The Company is economically dependent on an affiliate owned by the
       Company's major shareholder.

       The Company is dependent on the success of the Artists. The talent would
       be difficult to replace.


       The license revenues of $115,227 for the year ended March 31, 2005
       related to the Distribution and Service Agreement with Cheyenne accounted
       for approximately 95% of total revenues.



                                      F-22







                        SKREEM ENTERTAINMENT CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                                        


19.    Comparative Financial Information

       The comparative statements of operations for the years ended March 31,
2005 and 2004 are as follows:

                                                                  2004
                                                 2005          (Unaudited)

       Revenues                               $   120,862      $      176
       Expenses
       Operating expenses                       1,310,933         588,745
       General and administrative expenses        318,150         166,083
                                                  -------         -------
       Loss from operations                    (1,508,221)       (754,652)
       Interest expense                           (84,248)        (57,836)
                                              -----------      ----------

       Net Loss                               $(1,592,469)     $ (812,488)
                                              ===========      ==========

       Basic and Diluted Loss per share       $     (0.06)     $    (0.05)
                                              ===========      ==========

       Basic and Diluted Weighted Average
         shares outstanding                    24,813,714       16,408,277(1)
                                              ===========      ===========


       (1) Number of shares outstanding to reflect reverse merger and for
comparison purposes only.


20.    Subsequent Events

       During April 2005, the Company entered into a 5.5 year Distribution and
       Service Agreement with Cheyenne Records GMbH (Cheyenne). The agreement
       grants Cheyenne certain exclusive rights to distribute and sell
       recordings of the artist "Pat Moe" in Germany, Switzerland and Austria.
       Cheyenne is to receive a distribution and service fee of 30% to 36% of
       all net receipts (gross receipts less Value Added Tax of approximately
       16%). In addition, Cheyenne will perform certain services including
       booking commercial concerts and concert tours, securing personal
       appearances of "Pat Moe", securing advertising, endorsements, and related
       activities of "Pat Moe" and music publishing /subpublishing throughout
       the territory. In consideration for these services, except music
       publishing/subpublishing, Cheyenne is to receive 15-30% of all net
       receipts. The Company/Cheyenne shall split music publishing revenues on a
       75%/25% basis.

       On June 14, 2005, the Company entered into a business management
       agreement with Mr. Andy Lai for services performed in Asia and shall
       continue in perpetuity until written notice of termination is given by
       either party. Mr. Lai shall act as Business Manager and services shall
       include contract negotiations, securing recordings distribution,
       arranging live performances and tours, securing of sponsorships, as well
       as other business activities that are necessary for the advancement of
       the artists that are represented by the Company. The Company agrees to
       compensate Mr. Lai ten percent (10%) of the net revenues collected as a
       direct result of his negotiations in Asia and should the Company through
       its own resources enter into a recording or distribution agreement with a
       major company and the agreement includes Asia, Mr. Lai shall be
       compensated five percent (5%) of the net revenues resulting from said
       agreement.

                                      F-23




Skreem Entertainment Corporation
(A Development Stage Company)
Consolidated Condensed Balance Sheet
June 30, 2005
(Unaudited)

ASSETS

Current Assets
Cash and cash equivalents                                      $ 14,720
Prepaid assets and deposits                                      34,059
                                                               --------
Total Current Assets                                             48,779

Property and Equipment, net                                       8,979
                                                               --------
Total Assets                                                   $ 57,758
                                                               ========


LIABILITIES AND SHAREHOLDERS ' DEFICIT

Current Liabilities
Accounts payable and accrued liabilities                      $ 144,585
Related party payable                                             9,254
Deferred revenue                                                 19,337
Accrued interest payable - shareholder and affiliates           114,901
Notes payable - shareholder                                   1,064,000
Notes payable - affiliates                                      933,620
Notes payable - other                                           100,000
                                                              ---------
Total Current Liabilities                                     2,385,697

Shareholders' Deficit
Prefer red stock, par value $0.001, 1,000,000
shares authorized, no shares issued and outstanding                   -
Common stock, par value $0.001, 50,000,000
shares authorized, 23,107,856 shares
issued and outstanding                                           23,108
Additional Paid In Capital                                    1,860,823
Deficit accumulated in the development stage                 (4,211,870)
                                                             -----------

Total Shareholders' Deficit                                  (2,327,939)
                                                             -----------

Total Liabilities and Deficit                                  $ 57,758
                                                             ===========
                                      F-24



     

Skreem Entertainment Corporation
(A Development Stage Company)
Consolidated Condensed Statements of Operations
For Three Months Ended June 30, 2005 and 2004
And Period from August 19, 1999 (Inception) to June 30, 2005
(Unaudited)




                                   3 Months Ended      3 Months Ended    Inception to
                                    June 30, 2005      June 30, 2004     June 30, 2005
                                   ---------------    ---------------   --------------
                                                                  




Revenues                          $    22,759                  $ -           $ 146,547

Expenses
Operating expenses                   (362,823)            (238,172)        (2,773,686)
General and administrative           (106,166)             (93,550)        (1,104,987)
Impairment of loan receivable               -                    -           (130,000)
                                    ----------            --------         -----------
Total expense                        (468,989)            (331,722)        (4,008,673)
                                    ----------            --------         -----------
Loss from Operations                 (446,230)            (331,722)        (3,862,126)

Interest expense                      (36,507)             (10,989)          (349,744)
                                    ---------             --------         -----------
Net Loss                            $(482,737)          $ (342,711)       $(4,211,870)
                                    ==========           ==========        ===========

Weighted Average Shares
Outstanding                        23,107,856           26,244,100
                                    ==========           ==========
Loss Per Share -
 basic and diluted                 $   (0.02)             $  (0.01)
                                    ==========           ==========



                                       F-25






Skreem Entertainment Corporation
(A Development Stage Company)
Consolidated Condensed Statements of Changes in Shareholders' Deficit
From August 19, 1999 (Date of inception) to June 30, 2005



                                                                                Paid
                                                     Common Stock               In          Retained
                                                Shares           Amount       Capital       Deficit        Total
                                               -------         --------       --------     ---------      -------
                                                                                             




Balance at inception, August 19, 1999               -           $    -        $    -       $    -        $    -

Issuance of common stock                       20,000               20             -            -            20

Net Loss                                            -                -             -      (84,021)      (84,021)
                                               ------         --------        -------      ---------      ---------
Balance at December 31, 1999                   20,000               20             -      (84,021)      (84,001)

Net loss                                            -                -             -     (230,879)     (230,879)
                                               ------         --------        --------    ---------       ---------
Balance at December 31, 2000                   20,000               20             -     (314,900)     (314,880)

Net loss                                            -                -             -     (494,816)     (494,816)
                                               ------         --------        --------    ---------       ---------
Balance at December 31, 2001                   20,000               20             -     (809,716)     (809,696)

Net loss                                            -                -             -     (384,590)     (384,590)
                                               ------         --------         --------   ---------       ---------
Balance at December 31, 2002                   20,000               20             -    (1,194,306)  (1,194,286)

Reclassification of debt to equity             43,000               43     1,581,940             -    1,581,983

Net loss                                            -                -             -       (736,364)   (736,364)
                                               ------         --------         --------   ---------       ---------
Balance at December 31, 2003                   63,000               63     1,581,940     (1,930,670)   (348,667)

Effect of issuance of common stock
  and recapitalization in reverse
  acquisition transaction                  25,943,925           25,944       (25,944)             -          -

Net loss                                            -                -             -       (205,994)  (205,994)
                                            ---------         --------        --------     ---------    ---------
Balance at March 31, 2004                  26,006,925           26,007     1,555,996     (2,136,664)  (554,661)

Proceeds from issuance of
   common stock                              603,856               604       301,324              -    301,928

Cancellation of shares                    (3,502,925)           (3,503)        3,503              -          -

Net loss                                           -                 -             -     (1,592,469)(1,592,469)
                                           ---------          --------      ---------      ---------      ---------
Balance at March 31, 2005                 23,107,856            23,108     1,860,823     (3,729,133) (1,845,202)

Net loss                                           -                 -             -       (482,737)   (482,737)
                                          ----------          --------     ----------     -----------    ----------
   Balance at June 30, 2005               23,107,856          $ 23,108    $1,860,823     $ (4,211,870)  $(2,327,939)
                                          ==========          ========     ==========     ===========    ==========





                                           F-26





Skreem Entertainment Corporation
(A Development Stage Company)
Consolidated Condensed Statements of Cash Flows
For Nine Months Ended June 30, 2005 and 2004
And Period from August 19, 1999 (Inception) to June 30, 2005
(Unaudited)



                                                       3 Months Ended      3 Months Ended         Inception to
                                                       June 30, 2005       June 30, 2004         June 30, 2005
                                                     ----------------     ----------------      -----------------
                                                                                         




Cash Flows from Operating Activities
Net Loss                                               $  (482,737)         $ (342,711)          $ (4,211,870)


Adjustments to Reconcile Net Loss to Net Cash
Used in Operating Activities:
Depreciation expense                                           892               1,271                 41,772
Impairment of loan receivable                                    -                   -                130,000
Accrued interest payable converted to equity                     -                   -                208,405
Expenses paid by shareholder and affiliate                  35,000                   -                 88,026
Changes in Operating assets and liabilities:
Decrease in accounts receivable                            114,257                   -                      -
Increase in prepaid expenses
  And deposits                                               1,557                   -                (34,038)
Increase (decrease) in accounts payable and
  Accrued liabilities                                       80,538              (6,231)               153,838
Increase in interest payable to affiliates                  30,008              10,989                114,881
(Decrease) increase in deferred revenue                    (15,990)                  -                 19,338
                                                           --------            --------             ---------
Total Adjustments                                          246,262               6,029                722,222
                                                           --------            --------             ---------
Net Cash Used in Operating Activities                     (236,475)           (336,682)            (3,489,648)

Cash Flows from Investing Activities
Payments for purchase of equipment                               -                   -                (50,751)
Loan receivable                                                  -                   -               (130,000)
                                                           --------            --------             ---------
Net Cash Used in Investing Activities                            -                   -               (180,751)
Cash Flows from Financing Activities
Proceeds from issuance of stock                                  -             266,828                301,928
Proceeds from notes payable - other                              -                   -                365,000
Proceeds from notes payable - shareholder                  184,000             195,000              1,064,000
Proceeds from notes payable - affiliates                    15,000                   -              2,439,191
Principal payments on notes payable to affiliates                -                   -               (140,000)
Principal payments on notes payable to others                    -                   -               (265,000)
Principal payments on notes payable to affiliates                -             (65,000)               (80,000)
                                                           --------            --------              --------
Net Cash Provided by Financing Activities                  199,000             396,828              3,685,119

Net increase(decrease) in cash and
cash equivalents                                           (37,475)             60,146                 14,720

Cash and cash equivalents at beginning of period            52,195               2,915                      -
                                                           --------            --------             ---------
Cash and cash equivalents at end of period                $ 14,720            $ 63,061               $ 14,720
                                                           ========            ========             =========







   The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
                                       F-27


SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


--------------------------------------------------------------------------------

Note 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements of Skreem
Entertainment  Corporation  have been  prepared in  accordance  with  accounting
principles  generally  accepted  in the  United  States of America  for  interim
inancial  information and with the instructions to Form 10QSB and Item 310(b) of
Regulation  S-B.  They  do not  include  all of the  information  and  footnotes
required by  accounting  principles  generally  accepted in the United States of
America for complete  financial  statements.  In the opinion of management,  all
adjustments,   consisting  only  of  normal  recurring  adjustments,  considered
necessary  for a fair  presentation,  have  been  included  in the  accompanying
unaudited consolidated  financial statements.  Operating results for the periods
presented are not necessarily indicative of the results that may be expected for
the full year.

These unaudited  consolidated financial statements should be read in conjunction
with the consolidated financial statements and footnotes,  which are included as
part of consolidated  financial  statements as of March 31, 2005 included in the
Company's Form 10KSB.

Note 2 - ACCOUNTING POLICY FOR REVENUE RECOGNITION

Revenue is recognized in accordance with Staff Accounting  Bulletin No. 104 (SAB
104) when persuasive  evidence of an arrangement  exists, the price to the buyer
is fixed or  determinable;  delivery has occurred or services have been rendered
or the license period has begun; and collect ability is reasonably assured.

Revenue from the  distribution  of  recordings  under  license and  distribution
agreements is recognized as earned under the criteria  established  by Statement
of Financial Accounting Standard No 50. Revenue is generally recognized when the
Company  receives an  "accounting"  of  recordings  sold with  payment  from the
licensee.  In the event the Company has not  received an  "accounting"  from the
licensee  and if the  Company has  information  related to the  licensed  use of
recordings  that would result in the revenue being fixed and  determinable,  and
collection is reasonably  assured,  then revenue is recognized in the periods in
which the license revenue is earned. Minimum guarantees (advances) received from
licensees  are  recorded  as  deferred   revenue  and  are  amortized  over  the
performance period, which is generally the period covered by the agreement.

Note 3 - NOTES PAYABLE

Shareholder

During the quarter ended June 30, 2005,  Jeffrey D. Martin, a major  stockholder
loaned the Company $219,000. The note is payable on demand and bears interest at
the rate of 8% per  annum.  Interest  on this  note  begins to accrue on July 1,
2005.


Affiliates

During the quarter ended June 30, 2005, the company borrowed $15,000 from Am-Pac
Investments.  The note is payable on demand and bears  interest  at a rate of 8%
per  annum.  Interest  on this note  begins to  accrue on July 1,  2005.  Am-Pac
Investments  is 100% owned by  Jeffrey D.  Martin,  a major  shareholder  of the
company.







SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


--------------------------------------------------------------------------------

Note 4 - GOING CONCERN

The accompanying  consolidated condensed 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
sustained  losses of $ 482,737 for the quarter ended June 30, 2005.  The Company
had an accumulated  deficit of $4,211,870 at June 30, 2005.  These factors raise
substantial  doubt  about the  ability  of the  Company to  continue  as a going
concern for a reasonable  period of time. The Company is highly dependent on its
ability  to  continue  to  obtain  investment  capital  and  loans  from a major
shareholder and an affiliate in order to fund the current and planned  operating
levels. The financial  statements do not include any adjustments relating to the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going  concern.  The Company's  continuation  as a going
concern is dependent upon its ability to continue  receiving  investment capital
from a shareholder and an affiliate and obtaining loans to complete promotion of
the  Company's  artists,  continue  production  of music and  achieve a level of
success that will enable it to sustain its operations. No assurance can be given
that the Company will be successful in these efforts.

Note 5 - BUSINESS MANAGEMENT AGREEMENT

On June 14, 2005, the Company entered into a business management  agreement with
Mr.  Andy Lai for  services  performed  in certain  countries  in Asia and shall
continue in perpetuity  until written  notice of  termination is given by either
party. Mr. Lai shall act as Business Manager and services shall include contract
negotiations, securing recordings distribution,  arranging live performances and
tours,  securing of sponsorships,  as well as other business activities that are
necessary  for the  advancement  of the  artists  that  are  represented  by the
Company.  The Company  agrees to compensate Mr. Lai ten percent (10%) of the net
revenues collected as a direct result of his negotiations in Asia and should the
Company  through  its own  resources  enter  into a  recording  or  distribution
agreement with a major company and the agreement  includes certain  countries in
Asia,  Mr.  Lai  shall be  compensated  five  percent  (5%) of the net  revenues
resulting  from said  agreement.  The Company has not recorded any  transactions
related to this agreement.

Note 6 - DISTRIBUTION AGREEMENT

During April 2005, the Company entered into a 5.5 year  Distribution and Service
Agreement with Cheyenne Records GMbH  (Cheyenne).  The agreement grants Cheyenne
certain  exclusive  rights to distribute and sell  recordings of the artist "Pat
Moe" in Germany,  Switzerland and Austria. Cheyenne shall receive a distribution
and service fee of 30% to 36% of all net  receipts  (gross  receipts  less Value
Added Tax of  approximately  16%). In addition,  Cheyenne  will perform  certain
services  including  booking  commercial  concerts and concert  tours,  securing
personal  appearances  of "Pat Moe",  securing  advertising,  endorsements,  and
related activities of "Pat Moe" and music publishing /sub publishing  throughout
the territory. In consideration for these services,  except music publishing/sub
publishing,   Cheyenne   shall  receive   15-30%  of  all  net   receipts.   The
Company/Cheyenne  shall split music publishing  revenues on a 75%/25% basis. The
Company has not recorded any revenue related to this agreement.








CHANGES IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND  FINANCIAL
DISCLOSURE

     The Company has had no disagreements with its certified public accountants
with respect to accounting practices or procedures or financial disclosure. The
Company did however change its certifying accountants from David T. Thomson P.C.
to Thomas Leger & Co. LLP in March of 2004, and from Thomas Leger & Co. LLP, to
Ham, Langston & Brezina LLP in January of 2005.

(i)  On March 3, 2004, the Registrant dismissed David T. Thomson, PC from its
     position as the Company's independent accountants.

(ii) The audit report of David T. Thomson, PC, on April 10, 2003, for the year
     ended March 31, 2002 contained no adverse opinion, disclaimer of opinion or
     modification of the opinion.

(iii)The Registrant's Board of Directors participated in and approved the
     decision to change independent accountants.

(iv) In connection with its audit for the most recent fiscal year and the
     interim period until the date of dismissal , there have been no
     disagreements with David T. Thomson, PC on any matter of accounting
     principle or practice, financial statement disclosure, or auditing scope or
     procedure, which disagreement if not resolved to the satisfaction of David
     T. Thomson, PC would have caused them to make reference thereto in their
     report on the financial statements.

(v)  During the most recent fiscal year and the interim period until the date of
     dismissal , there have been no reportable events (as defined in Regulation
     S-K Item 304 (a)(1)(v)).

(vi) The Registrant requested that David T. Thomson, PC furnish it with a letter
     addressed to the SEC stating whether or not it agrees with the above
     statements.

(vii)On January 7, 2005, the Registrant dismissed Thomas Leger & Co., LLP from
     its position as the Company's independent accountants.

(viii) The audit report of Thomas Leger & Co., LLP, on July 21, 2004, for the
       balance sheet as of March 31, 2004, and the related consolidated
       statements of operations, shareholders' deficit and cash flows for the
       three months ended March 31, 2004 and the years ended December 31, 2003
       and 2002 and for the period from August 19, 1999 (date of inception)
       through March 31, 2004 contained no adverse opinion, disclaimer of
       opinion or modification of the opinion other than the substantial doubt
       about the Company's ability to continue as a going concern.

(ix)The Registrant's Board of Directors participated in and approved the
     decision to change independent accountants.

(x)  In connection with its audit for the most recent fiscal year and the
     interim period until the date of dismissal , there have been no
     disagreements with Thomas Leger & Co., LLP on any matter of accounting
     principle or practice, financial statement disclosure, or auditing scope or
     procedure, which disagreement if not resolved to the satisfaction of Thomas
     Leger & Co., LLP would have caused them to make reference thereto in their
     report on the financial statements.

 
                                       46


(xi) During the most recent fiscal year and the interim period until the date of
     dismissal , there have been no reportable events (as defined in Regulation
     S-K Item 304 (a)(1)(v)).

(xii) The Registrant requested that Thomas Leger & Co., LLP furnish it with a
     letter addressed to the SEC stating whether or not it agrees with the above
     statements

(xiii) New independent accountants

     On January 7, 2005, the Registrant engaged Ham, Langston, & Brezina LLP to
     audit its financial statements for the year ended March 31, 2005. During
     the two most recent fiscal years and through March 31, 2005, the Registrant
     has not consulted with Ham, Langston, & Brezina LLP regarding (i) the
     application of accounting principles to a specified transaction, either
     completed or proposed or the type of audit opinion that might be rendered
     on the Registrant's financial statements, and no written report or oral
     advise was provided to the Registrant by concluding there was an important
     factor to be considered by the Registrant in reaching a decision as to an
     accounting, auditing or financial reporting issue; or (ii) any matter that
     was either the subject of a disagreement, as that term is defined in item
     304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304
     of Regulation S-K, or a reportable event, as that term is defined in Item
     304 (a)(1)(v) of Regulation S-K.
       
                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our Articles of Incorporation provide that, to the fullest extent permitted by
law, none of our directors or officers shall be personally liable to us or our
shareholders for damages for breach of any duty owed to our shareholders or us.
Florida law provides that a director shall have no personal liability for any
statement, vote, decision or failure to act, regarding corporate management or
policy by a director, unless the director breached or failed to perform the
duties of a director. A company may also protect its officers and directors from
expenses associated with litigation arising from or related to their duties,
except for violations of criminal law, transactions involving improper benefit
or willful misconduct. In addition, we shall have the power, by our by-laws or
in any resolution of our stockholders or directors, to undertake to indemnify
the officers and directors of ours against any contingency or peril as may be
determined to be in our best interest and in conjunction therewith, to procure,
at our expense, policies of insurance. At this time, no statute or provision of
the by-laws, any contract or other arrangement provides for insurance or
indemnification of any of our controlling persons, directors or officers that
would affect his or her liability in that capacity.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, or persons controlling us pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
SEC, that type of indemnification is against public policy as expressed in the
Act and is therefore unenforceable.

There is no pending litigation or proceeding involving any of our directors or
officers as to which indemnification is being sought, nor are we aware of any
pending or threatened litigation that may result in claims for indemnification
by any director or officer.

                                       

                                       47



                   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Subject to any future contingencies, the following table is an itemization of
all expenses that we have incurred or we expect to incur in connection with the
issuance and distribution of the securities being offered hereby. Items marked
with an asterisk (*) represent estimated expenses. We have agreed to pay all the
costs and expenses of this offering.

Item expense

SEC Registration Fee                                       $ 405
Legal Fees and Expenses*                                  25,000
Printing registration statement and other documents*     $ 1,595
Accounting Fees and Expenses*                            $ 8,000
                                                         -------
Total                                                   $ 35,000
                                                         =======
*Estimated Figures

                     RECENT SALES OF UNREGISTERED SECURITIES

During  the first and second  quarters  of the year ended  March 31,  2005,  the
Company sold,  pursuant to an exemption from registration under rule 505 of Reg.
D, 603,856  shares of its common  stock for  proceeds of  $301,928.  The Company
prepared a Private  Placement  Memorandum  to serve as an  offering  prospectus,
which was  furnished  to potential  investors  prior to sale as required by Rule
502. There were a total of 16 purchasers.  The shares issued in connection  with
this offering are restricted  shares  bearing a legend  requiring the holding of
the shares for investment  purpose and  permitting  resale only in the event the
shares are the subject of an effective  registration  statement or in accordance
with the resale safe harbor provisions of Rule 144.

                                    EXHIBITS

Exhibit Number             Exhibit Description 

1.1      Articles of Incorporation(1)
1.2      Bylaws(1)
5.1      Legal Opinion of Vanderkam & Associates(2)

10.1     Personal Management Agreement - Justin Martin (3)
This document represents the agreement between the Company and Justin Martin. It
grants the Company the right to manage the artist and grants the Company rights
to 15% of all revenue generated by the musician. The contract expires March 1,
2009. Justin Martin is a related party to the Company to the extent that his
father is the Company's largest shareholder.

10.2     Personal Management Agreement - Enrique Gonzalez (3)
This document represents the agreement between the Company and Enrique Gonzalez.
It grants the Company the right to manage the artist and grants the Company
rights to 15% of all revenue generated by the musician. The contract expires
March 1, 2009. Included in 10.1

10.3     Personal Management Agreement - Alex Acosta (3)
This document represents the agreement between the Company and Alex Acosta. It
grants the Company the right to manage the artist and grants the Company rights
to 15% of all revenue generated by the musician. The contract expires March 1,
2009. Included in 10.1

10.4     Personal Management Agreement - Patrick Williams (PatMoe) (3)
This document represents the agreement between the Company and Patrick Williams.
It grants the Company the right to manage the artist and grants the Company
rights to 15% of all revenue generated by the musician. The contract expires
January 1, 2010.

10.5     Exclusive Artist Recording Agreement - Justin Martin (3)
This document represents the agreement between the Company and Justin Martin. It
engages the personal services of The Artist as a performing artist for the
purpose of making Master Sound Recordings for distribution in any medium. The
term is for a period required to complete one album and is extendable at the
Company's discretion to include the musicians first five albums. The artist will
receive varying compensation depending on the medium and where the recording is
sold or licensed. The compensation varies from $.02 per record to 75% of
revenues from sales, less costs to record and produce. The musician will not
record for any other organization for a period of five years after the
completion of an album for the Company. Justin Martin is a related party to the
Company to the extent that his father is the Company's largest shareholder.

10.6     Exclusive Artist Recording Agreement - Enrique Gonzalez (3)
This document represents the agreement between the Company and Enrique Gonzalez.
It engages the personal services of The Artist as a performing artist for the
purpose of making Master Sound Recordings for distribution in any medium. The
term is for a period required to complete one album and is extendable at the
Company's discretion to include the musicians first five albums. The artist will
receive varying compensation depending on the medium and where the recording is
sold or licensed. The compensation varies from $.02 per record to 75% of
revenues from sales, less costs to record and produce. The musician will not
record for any other organization for a period of five years after the
completion of an album for the Company.


10.7     Exclusive Artist Recording Agreement - Alex Acosta (3)
This document represents the agreement between the Company and Alex Acosta. It
engages the personal services of The Artist as a performing artist for the
purpose of making Master Sound Recordings for distribution in any medium. The
term is for a period required to complete one album and is extendable at the
Company's discretion to include the musicians first five albums. The artist will
receive varying compensation depending on the medium and where the recording is
sold or licensed. The compensation varies from $.02 per record to 75% of
revenues from sales, less costs to record and produce. The musician will not
record for any other organization for a period of five years after the
completion of an album for the Company.


10.8     Exclusive Artist Recording Agreement - Patrick Williams (PatMoe) (3)
This document represents the agreement between the Company and Patrick Williams.
It engages the personal services of The Artist as a performing artist for the
purpose of making Master Sound Recordings for distribution in any medium. The
term is for a period required to complete one album and is extendable at the
Company's discretion to include the musicians first five albums. The artist will
receive varying compensation depending on the medium and where the recording is
sold or licensed. The compensation varies from $.02 per record to 75% of
revenues from sales, less costs to record and produce. The musician will not
record for any other organization for a period of five years after the
completion of an album for the Company.

10.9     Music Publishing Agreement - Justin Martin (3)
This document represents the agreement between the Company and Justin Martin in
his capacity as a writer/composer of music. It grants the Company the exclusive
right to sell, license and distribute music written or composed by the writer.
Compensation varies from $.05 per unit sold to 50% of revenues from the sale or
licensing depending on the location of sale and the circumstances. The contract
expires March 1, 2009. Justin Martin is a related party to the Company to the
extent that his father is the Company's largest shareholder.

10.10    Music Publishing Agreement - Enrique Gonzalez (3)
This document represents the agreement between the Company and Enrique Gonzalez
in his capacity as a writer/composer of music. It grants the Company the
exclusive right to sell, license and distribute music written or composed by the
writer. Compensation varies from $.05 per unit sold to 50% of revenues from the
sale or licensing depending on the location of sale and the circumstances. The
contract expires March 1, 2009.

10.11    Music Publishing Agreement - Alex Acosta (3)
This document represents the agreement between the Company and Alex Acosta in
his capacity as a writer/composer of music. It grants the Company the exclusive
right to sell, license and distribute music written or composed by the writer.
Compensation varies from $.05 per unit sold to 50% of revenues from the sale or
licensing depending on the location of sale and the circumstances. The contract
expires March 1, 2009.

10.12    Music Publishing Agreement - Patrick Williams (PatMoe) (3)
This document represents the agreement between the Company and Patrick Williams
in his capacity as a writer/composer of music. It grants the Company the
exclusive right to sell, license and distribute music written or composed by the
writer. Compensation varies from $.05 per unit sold to 50% of revenues from the
sale or licensing depending on the location of sale and the circumstances. The
contract expires January 1, 2010.

10.13    Licensing Agreement - Cheyenne Records (3)
This document represents the agreement between the Company and Cheyenne records.
It grants Cheyenne the exclusive right to produce and distribute 3rd Wish's
music in Germany, Switzerland, and Austria. In exchange for the right, Cheyenne
submits all revenue to the Company reserving royalties of between 20% and 45% of
receipts. This contract generated 95% of the Company's revenue for the year
ended March 31, 2005.

10.14    Master Promissory Note - Jeffrey Martin (3)
This document represents the agreement between Jeffrey Martin and the Company
for the loans and advances made to the Company. Jeffrey Martin is the Company's
largest shareholder.

10.15    Master Promissory Note -Martin Consultants (3)
This document represents the agreement between Martin Consultants and the
Company for the loans and advances made to the Company. Martin Consultants is
controlled by Jeffrey Martin, the Company's largest shareholder.

10.16    Master Promissory Note - JT Investments (3)
This document represents the agreement between JT Investments and the Company
for the loans and advances made to the Company. JT Investments is controlled by
Jeffrey Martin.

23.1     Consent of Thomas Leger, Certified Public Accountants (4)
23.2     Consent of Vanderkam & Associates included in Exhibit 5.1 (3)
23.3     Consent of Ham, Langston, Brezina LLP, Certified Public Accountants (4)

(1) This document was filed with the form 8-K filed on April 7, 2004 and is
incorporated herein by reference. 
(2) This document was filed with the form SB-2
amendment No.2 filed on July 12, 2005 and is incorporated herein by reference.
(3) This document was filed with the form SB-2 amendment No. 3 filed on August  
17, 2005 and is incorporated herein by reference.
(4) This document was filed with the form SB-2 amendment No. 4 filed on 
September
19, 2005 and is incorporated herein by reference.







                                  UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

a. Include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;

b. Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement;

c. Include any additional or changed material information on the plan of
distribution.

2. That, for determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

3. To file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

4. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

                                       
 
                                       48



5. In the event that a claim for indemnification against such liabilities, other
than the payment by the Registrant of expenses incurred and paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding, is asserted by such director, officer or controlling
person in connection with the securities being registered hereby, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing of Form SB-2 and authorized this registration
statement to be singed on its behalf by the undersigned, in the City of Orlando,
State of Florida on July 8, 2005.

                                         /s/ Charles Camorata
                                         -----------------------------

Date: October 3, 2005                By:     Charles Camorata,
                                          President and Chief Executive Officer

Date: October 3, 2005                    /s/ Karen Pollino
                                         -----------------------------
                                    By:   Karen Pollino,
                                          Chief Financial Officer, Controller


In accordance with the requirements of the Securities act of 1933, this
registration statement was signed by the following persons in the capacities and
on the date stated.

SIGNATURE                      TITLE                        DATE 
----------                     -----                        -----

/s/ Charles Camorata           President/Director          October 3, 2005
--------------------
Charles Camorata

/s/ Karen Pollino              CFO/ Director/Controller    October 3, 2005
-----------------
Karen Pollino




                                       49