SEC Company Response from SKREEM ENTERTAINMENT CORP (CIK 0000925661) — Jul 12, 2005
SKREEM ENTERTAINMENT CORP (CIK 0000925661)
Date: July 12, 2005 · CIK: 0000925661 · Accession: 0001026700-05-000061
AI Filing Summary & Sentiment
Referenced dates: May 31, 2005
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Skreem Entertainment Corporation
11637 Orpington Street
Orlando, Florida 32817
July 8, 2005
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
To Whom It May Concern:
This letter is in response to the letter sent to us dated May 31, 2005 with
comments on the Form SB-2 filed on May 4, 2005.
We will file today, through the EDGAR system, a second amendment to the Form
SB-2 originally filed on May 4, 2005 to address comments raised in your letter
dated May 31, 2005.
General
1. We have amended the registration statement to contain an analysis of
compliance with Rule 3a4-1. This is located under the heading "Plan of
Distribution" on page 11.
2. The financial information throughout the registration statement has been
updated to include the audited financial information for the year ended
March 31, 2005.
Amount of registration fee table
3. The registration fee table has been amended. The correct registration
amount is $253.40. The document has been amended throughout to reflect this
change.
Cover Page
4. The table of contents section has been relocated to appear after the cover
page.
Our Company
5. This section has been revised to disclose the Company's revenues and losses
for the most recent audited period.
6. This section has been revised to disclose that the Company promotes Jeffery
Martin's son and has advanced to him $376,756.
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7. This section has been revised to disclose the Company's burn rate and the
time frame in which the Company will exhaust all of it's funds.
Risk Factors
8. The risk factors have been revised to disclose the risks of not having an
escrow account for the placement of funds. This is located under the
heading "RISKS RELATED TO THIS OFFERING" on page 8.
9. The risk factors have been revised to disclose the risks of having as an
artist the son of the control shareholder. This disclosure is located under
the heading "RISKS RELATED TO OUR FINANCIAL CONDITION AND OUR BUSINESS" on
page 6.
10. The risk factors have been revised to disclose the Company's dependence on
few customers. This disclosure is located under the heading "RISKS RELATED
TO OUR FINANCIAL CONDITION AND OUR BUSINESS" on page 7.
Need for additional financing
11. The risk factors have been revised to disclose the going concern opinion.
This disclosure is located under the heading "RISKS RELATED TO OUR
FINANCIAL CONDITION AND OUR BUSINESS" on page 6.
12. The risk factors have been revised to disclose dependence on Jeff Martin
and affiliates with the affiliates mentioned by name. This disclosure is
located under the heading "RISKS RELATED TO OUR FINANCIAL CONDITION AND OUR
BUSINESS" on page 6.
We may be unable to meet our capital requirements
13. The risk factor has been modified to disclose that we anticipate our cash
needs should approximate the year ended March 31, 2005 and we will need
revenue and capital sufficient to meet these expenditures.
Revenue from licensing and promoting recording acts and talent often depends on
factors beyond our control
14. This risk factor has been modified to disclose that our competitors are
constantly trying to compete with us by using acts and music similar to
ours.
The sale of a substantial number of shares of our common stokc after this
offering may affect our stock price
15. This risk factor has been modified to disclose the number of shares, which
may be sold, is 23,107,856.
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Selling Security Holders
16. The disclosure is modified to disclose that neither Mr. Martin, nor Martin
Consultants, Inc. are registered broker-dealers.
17. The table has been modified accordingly.
18. The disclosure has been modified to disclose that the selling shareholders
are deemed underwriters.
Directors, Executive Officers, Promoters and Control Persons
19. The disclosure of the Director's and Officer's experience for the previous
five years is now included.
Description of Business
20. The description of business section has been completely revised to comply
with Reg. S-B and the comment.
21. This section has been revised, the section titled "Licensing" now discloses
that 95% of the Company's revenue came from the Cheyenne Records licensing
agreement and the notes to the financial statements further describe the
terms of the licensing agreements.
22. This section has been revised; the section titled "Exclusive Artist
Recording Agreements" discloses the material terms of the arrangements to
advance money to artists.
23. The disclosure has been revised to disclose that for the year ended March
31, 2005 over 90% of the Company's revenue came from one licensing
agreement.
Management's Discussion and Analysis of Plan of Operations
24. The document has been revised to disclose that the Company does not
distribute recordings but licenses them to other organizations for
distribution in exchange for a portion of the revenues.
Liquidity and Capital Resources
25. This section has been revised and the requirements have been more
thoroughly described.
26. This section has been revised accordingly.
Certain Relationships and related Transactions
27. This section has been revised to disclose specific names.
28. This section has been revised accordingly.
Signatures
29. The document has been amended accordingly.
Recent Sales of Unregistered Securities
30. The document has been amended to provide a factual basis as requested.
Sincerely,
_____________________________
Charles Camorata
Chief Executive Officer
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