SecProbe.io

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Mail Stop 3561

								September 8, 2005

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

      Re:	Skreem Entertainment Corporation
		Amendment no. 3 to Form SB-2
      Filed August 17, 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.

Cover Page
1. It appears that the net proceeds to Skreem, on a per share
basis,
should be $0.965 or $0.97, if the offering costs are $0.035 per
share.  Please clarify and revise the table as necessary.

2. Please note that the table should also reflect the net proceeds
to
Skreem based on the minimum offering amount of 100,000 shares.
Refer
to Item 501(a)(9)(iv) of Regulation S-B and revise as appropriate.
3. It appears from your disclosure on page 10 in the selling
security
holders section that the shareholders offering shares for resale
may
start selling if the company sells the 2 million shares, whether
or
not the 180 day offering period has expired.  If true, please
reflect
that fact on the cover page.

The Offering, page 4
4. Please clarify that "the offering" also includes 23 million
shares
being offered for resale.  We note your statement in the first
sentence of the summary section above that "this offering consists
of
2,000,000 common shares...as well as the registration of
23,107,856
shares already issued and outstanding."

Security Holders, page 10
5. Please tell us which offering you are referring to in the
column
headings on page 10.  Item 507 of Regulation S-B contemplates that
the table reflect the offering of shares by the selling
shareholders,
stating the amount owned before the resale offering, the amount to
be
offered by the selling shareholder, and the amount, if any, to be
owned after the resale offering.  Typically this information is
disclosed in three columns, not five.  Please clarify for us and
revise as necessary to comply with Item 507.
6. Please revise your disclosure to indicate that the registration
statement includes 23,107,856 offered on behalf of the selling
shareholders rather than stating that the registration includes
23,107,856 shares issued and outstanding in addition to the 2
million
shares offered for sale.

Notes to Consolidated Financial Statements
Note 6. Capital Transactions, page F-15
7. Please tell us the specific Regulation D rule you relied upon
for
the private placement in 2004, and describe for us the facts
supporting your reliance on that exemption from registration.
8. Please clarify for us why 3.5 million shares were returned to
the
treasury following the private offering, when the maximum offering
was only 3 million, and 600,000 shares were issued for proceeds of
approximately $300,000.
9. It appears that you did not comply with the requirements of
Rule
10b-9 when you reduced the minimum amount of the private placement
completed in August 2004 and did not return all of the proceeds to
the purchasers.  Please confirm for us that you will not make such
changes with respect to the current offering after the effective
date
of the registration statement.  If you do make such modifications
to
the current offering (extending the offering period, changing the
offering price, or changing the application of proceeds), please
be
advised that that would constitute a different transaction and
have
to be reflected as a new offering in a post-effective amendment.
In
addition, all of the proceeds received by the issuer would have to
be
returned to the purchasers, at least contemporaneously with the
institution of the new offering in the post-effective amendment.
Please confirm that you will follow this procedure with any
current
or future registered best efforts offerings, as applicable.
10. Please provide risk factor disclosure that addresses the
potential rescission liability associated with the proceeds of
$302,928 from the private placement completed in August 2004.

      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) 551-3814 with any other questions.

      Sincerely,

Sara W. Dunton
Attorney-Advisor

cc:  	Hank Vanderkam
	Corey Floyd
	via facsimile: 713-547-8910
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Charles Camorata
Skreem Entertainment Corporation
September 8, 2005
Page 4

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