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
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<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<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
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