SecProbe.io

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Mail Stop 3561

								July 25, 2005

Charles Camorata
Chief Executive Officer
Skreem Entertainment Corporation
1301 Travis, #1200
Houston, Texas  77002

      Re:	Skreem Entertainment Corporation
		Amendment no. 2 to Form SB-2
      Filed July 20, 2005
		File No. 333-124563

Dear Mr. Camorata:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. Please provide an analysis that explains how your proposed best
efforts offering will comply with Rule 10b-9(a)(2).  In this
regard,
describe the necessary steps you will take to ensure that your
offering meet the requirements of Rule 10b-9(a)(2) throughout the
entire period of the offering.
2. We note that you completed a "best efforts," minimum/maximum
offering in 2004 according to your disclosure in note six to the
Financial Statements on page F-15.  Please explain why you amended
the private placement memorandum to reduce the share minimum to
100,000 after you extended the offering for 120 days.  For
example,
tell us whether you amended the private placement to reduce the
share
minimum because you were unable to meet the original 1 million
shares
minimum.
3. We were unable to locate disclosure on the minimum number of
shares you plan to offer on a best efforts basis.  Revise to
disclose
the minimum on the front cover.  It is also unclear whether this
is
an all-or-none best efforts offering or a minimum-maximum best
efforts offering.  For example, on page eight, you disclose that
if
the company sells less than the entire amount offered, and
particularly, if the Company sells only a small amount of shares,
the
shareholder will not be protected by a minimum amount.  Please
reconcile this statement with your statement on page 10 that the
shares are offered on a best efforts minimum/maximum basis by the
officers of Skreem.
4. Disclose whether you will return funds to investors if the
minimum
is not reached.

Risk Factors, page 5
5. Please include a risk factor subheading for your disclosure on
the
proceeds not being held in an escrow account.
6. Please explain your statement that the shareholder will not be
protected by a minimum amount.  Also, explain what you plan to do
with the funds if the minimum is not reached.  State whether you
will
return funds to the investor if the minimum is not reached.

Use of Proceeds, page 9
7. Revise this section to provide a table clearly showing what the
minimum amount for the minimum-maximum best efforts offering will
yield in proceeds.

Selling Security Holders, page 10
8. Please explain how Mr. Martin will continue to own 21,350,000
shares if he plans to sell these under the registration statement.
Please revise the table to give amounts assuming all shares
registered are sold.

Description of Business, page 12

Our business is to locate and promote recording talent, page 15
9. If possible, please provide an example of a typical timeframe
during which you are able to determine whether or not your music
act
will be marketed in the U.S.  For example, describe the usual
amount
of time and expense you will apply to promoting talent outside of
the
U.S before you make the determination that the music act is
successful or unsuccessful.
10. We note that one of the members of the group named "3rd Wish"
is
the son of the Company`s majority shareholder, Jeffrey Martin.
Please file all agreements with Mr. Jeffrey Martin`s son as
exhibits.
Refer to Item 601(b)(10)(i)(a) of Regulation S-B.

Music Publishing Agreements, page 17
11. You state that the Company will make payments such as
royalties
based on various terms and conditions set forth in the agreements
such as, for example, the Music Publishing Agreements.  However,
we
were unable to locate this agreement or any other agreement
described
in the business section in your exhibit index.  Please tell us
what
consideration you gave to the exhibit requirements set forth in
Item
601(b)(10)(i)(B) of Regulation S-B.

Management`s Discussion and Analysis or Plan of Operations, page
17
12. Please state where you are actively promoting your acts "3rd
Wish" and "Pat Moe."  We note that you are uncertain as to when
these
acts may enter the U.S. market.

Plan of Operation, page 17
13. Please disclose your total number of employees.  Currently,
your
only disclosure on this indicates that you do not anticipate any
significant changes in the number of employees in the next twelve
months.  See Item 101(b)(12) of Regulation S-B.
14. Please expand disclosure to describe the material terms of the
various license agreements you list on page 18.  We note that on
page
15 you state that the Company receives royalty payments pursuant
to
licensing agreements which are a percentage of revenues from
distribution of the recordings.
15. In your expanded disclosure for the license agreements on page
18, also disclose the percentage of revenues or dollar amount you
received from each license agreement you list.

Certain Relationships and Related Transactions, page 19
16. We were unable to locate any filed agreements in the exhibits
section pertaining to the related party transactions you list
throughout the prospectus.  Please advise us or file these
agreements
with your next amended response.  See Item 601(b)(10)(i)(A) of
Regulation S-B.
17. We were unable to locate a response to our prior comment no.
28.
Please explain the services you provide to promote the son of the
Company`s major shareholder.  Please identify the son by name and
describe the business purpose for the advances totaling
approximately
$376,756 as of March 31, 2005.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Johanna Vega Losert at (202) 551-3325 or me
at
(202) 551-3750 with any other questions.

      Sincerely,

Max A. Webb
Assistant Director

cc:  	Hank Vanderkam
	Corey Floyd
	via facsimile: 713-547-8910
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Charles Camorata
Skreem Entertainment Corporation
July 25, 2005
Page 5

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