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SEC Company Response from SKREEM ENTERTAINMENT CORP (CIK 0000925661) — Sep 19, 2005

SKREEM ENTERTAINMENT CORP (CIK 0000925661)
Date: Sept. 19, 2005 · CIK: 0000925661 · Accession: 0001026700-05-000112

AI Filing Summary & Sentiment

Date
September 19, 2005
Author
/s/ Charles Camorata
Form
CORRESP
Company
SKREEM ENTERTAINMENT CORP (CIK 0000925661)

Letter

Skreem Entertainment Corporation 11637 Orpington Street Orlando, Florida 32817

VIA FEDERAL EXPRESS

September 19, 2005

Mail Stop 3561 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 September 8, 2005 with comments on the Form SB-2 filed on August 17, 2005.

We will file today, through the EDGAR system, a fourth amendment to the Form SB-2 originally filed on May 4, 2005 to address comments raised in your letter.

I have enclosed three redlined copies for your convenience.

Cover Page

1. The document has been revised to show that the net proceeds to Skreem, on a per share basis are $0.98.

2. The table has been revised to disclose the minimum net proceeds to the Company.

3. The cover page has been amended to disclose that the selling shareholders will not sell any shares until the passing of 180 days or until all 2,000,000 shares being offered by the Company are sold.

The Offering

4. The registration statement has been amended accordingly. The summary and the offering section now reflect that the offering includes 23,107,856 shares offered for resale.

Security Holders

5. The table has been revised to comply with Item 507. <PAGE>

6. The disclosure has been amended to disclose that the registration statement includes 23,107,856 shares offered on behalf of the selling shareholders.

Notes to Consolidated Financial Statements - Note 6. Capital Transactions

7. The Company relied upon Rule 505 of Regulation D for the private placement in 2004. The offering price did not exceed $5,000,000 as defined in Rule 505(b)(2)i, there were fewer than 35 purchasers as described in 505(b)(2)ii, the Company provided the information specified in 502(b)2 to all non-accredited investors, and the Company did not engage in any general solicitation.

8. The 3.5 million shares returned to the treasury were from an unrelated transaction.

9. The Company will follow the procedure as requested in the comment with any current or future registered best efforts offerings.

10. The risk factor section has been modified to include a risk factor discussing the possible rescission liability.

The Company acknowledges 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 Company also acknowledges that 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.

The Company acknowledges that it may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or an person under the federal securities laws of the United States.

The Company hereby requests acceleration of the effective date of this registration statement to September 26, 2005.

Sincerely,
/s/ Charles Camorata
------------------------
Charles Camorata
Chief Executive Officer

Show Raw Text
<DOCUMENT>
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<TEXT>
                        Skreem Entertainment Corporation
                             11637 Orpington Street
                             Orlando, Florida 32817

VIA FEDERAL EXPRESS

September 19, 2005

Mail Stop 3561
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 September 8, 2005 with
comments on the Form SB-2 filed on August 17, 2005.

We will file today, through the EDGAR system, a fourth amendment to the Form
SB-2 originally filed on May 4, 2005 to address comments raised in your letter.

I have enclosed three redlined copies for your convenience.

Cover Page

1.   The document has been revised to show that the net proceeds to Skreem, on a
     per share basis are $0.98.

2.   The table has been  revised to disclose  the  minimum  net  proceeds to the
     Company.

3.   The cover page has been amended to disclose  that the selling  shareholders
     will  not  sell any  shares  until  the  passing  of 180 days or until  all
     2,000,000 shares being offered by the Company are sold.

The Offering

4.   The registration  statement has been amended  accordingly.  The summary and
     the  offering  section now reflect that the  offering  includes  23,107,856
     shares offered for resale.

Security Holders

5.   The table has been revised to comply with Item 507.
<PAGE>

6.   The disclosure has been amended to disclose that the registration statement
     includes 23,107,856 shares offered on behalf of the selling shareholders.

Notes to Consolidated Financial Statements - Note 6. Capital Transactions

7.   The Company relied upon Rule 505 of Regulation D for the private  placement
     in 2004.  The offering  price did not exceed  $5,000,000 as defined in Rule
     505(b)(2)i,   there  were  fewer  than  35   purchasers   as  described  in
     505(b)(2)ii,  the Company provided the information  specified in 502(b)2 to
     all non-accredited investors, and the Company did not engage in any general
     solicitation.

8.   The 3.5 million  shares  returned to the  treasury  were from an  unrelated
     transaction.

9.   The Company will follow the  procedure as requested in the comment with any
     current or future registered best efforts offerings.

10.  The risk  factor  section  has  been  modified  to  include  a risk  factor
     discussing the possible rescission liability.

The  Company  acknowledges  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 Company also  acknowledges  that 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.

The  Company  acknowledges  that  it may  not  assert  staff  comments  and  the
declaration of  effectiveness  as a defense in any  proceeding  initiated by the
Commission or an person under the federal securities laws of the United States.

The  Company  hereby  requests  acceleration  of  the  effective  date  of  this
registration statement to September 26, 2005.

                                               Sincerely,

                                              /s/ Charles Camorata
                                              ------------------------
                                              Charles Camorata
                                              Chief Executive Officer

</TEXT>
</DOCUMENT>