SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)

[X]  QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2004

                                       OR

[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934

          From the transition period from ____________ to ___________.

                         Commission File Number 0-22236

                        SKREEM ENTERTAINMENT CORPORATION
        (Exact name of small business issuer as specified in its charter)

            Delaware                                          33-0565710
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


                 11637 Orpington Street, Orlando, Florida 32817
                    (Address of principal executive offices)

                                 (407) 207-0400
                           (Issuer's telephone number)

                                       N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

     Indicate  by check  mark  whether  the  registrant  (1) filed  all  reports
required to be filed by Section 13 or 15(d) of the  Exchange Act during the past
12 months (or for such shorter  period that the  registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days:

                                 Yes |X| No |_|

           Class                Shares Outstanding                 Date
 Common, $.001 par value            26,610,781                 November 5, 2004
<PAGE>


                        SKREEM ENTERTAINMENT CORPORATION
                                      INDEX
<TABLE>


                                                                                                  Page
                                                                                                 Number
<S>                                                                                             <C>

PART I - FINANCIAL INFORMATION

    Item 1.Financial Statements

             Consolidated Balance Sheet - September 30, 2004 (unaudited).......................     3

             Consolidated Statements of Operations (unaudited) - For the six and three months
             ended September 30, 2004 and 2003 and for the period from
             inception (August 19, 1999) to September 30, 2004.................................     5

             Consolidated Statements of Cash Flows (unaudited)  - For the six months ended
             September 30, 2004 and 2003 and for the period from inception
             (August 19, 1999) to September 30, 2004...........................................     7

             Notes to Consolidated Financial Statements (unaudited)............................     8

     Item 2.Management's Discussion and Analysis of Financial Condition and Results
             of Operations.....................................................................    11

    Item 3.  Controls and Procedures...........................................................    12

PART II - OTHER INFORMATION....................................................................    12
         Item 1.  Legal Proceedings............................................................    12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds............................    13
         Item 3.  Defaults Upon Senior Securities..............................................    13
         Item 4.  Submission of Matters to a Vote of Security Holders..........................    13
         Item 5.  Other Information............................................................    13

          Item 6. Exhibits and Reports on Form 8-K.............................................    13


SIGNATURES.....................................................................................    13
</TABLE>

                                       2
<PAGE>

Skreem Entertainment Corporation
(A Development Stage Company)
Consolidated Balance Sheet
September 30, 2004
(Unaudited)

                                                 ASSETS

Current Assets
Cash and cash equivalents                 $ 6,472
Prepaid expenses                            1,515
                                           --------
Total Current Assets                        7,987

Property and Equipment
Machinery and equipment                    28,604
Furniture and fixtures                     18,161
                                          --------
                                           46,765
Less: Accumulated depreciation            (32,260)
                                          --------
Total Property and Equipment               14,505
Other Assets
Deposits                                   19,920
                                          --------
Total Other Assets                         19,920
                                          --------

                                         $ 42,412
                                          ========

   The accompanying notes are an integral part of these financial statements.

                                       3
<PAGE>


Skreem Entertainment Corporation
(A Development Stage Company)
Consolidated Balance Sheet
September 30, 2004
(Unaudited)

LIABILITIES AND SHAREHOLDERS ' DEFICIT

Current Liabilities
Accounts payable and accrued liabilities                            $ 56,244
Accrued interest payable to affiliates                                39,543
Accrued interest payable to others                                     2,718
Notes payable - other                                                247,858
Notes payable - shareholder                                          230,000
Notes payable - affiliates                                           510,592
                                                                   ---------
Total Current Liabilities                                          1,086,955

Shareholders' Deficit
Prefer red stock, par value $0.001, 1,000,000
shares authorized, no shares issued and outstanding
Common stock, par value $0.001, 50,000,000
shares authorized, 26,610,781 shares
 issued and outstanding                                               26,611
Additional Paid In Capital                                         1,857,321
Accumulated deficit                                               (2,928,475)
Total Shareholders' Deficit                                       (1,044,543)
                                                                   ---------
                                                                    $ 42,412
                                                                   =========


   The accompanying notes are an integral part of these financial statements.

                                       4
<PAGE>

Skreem Entertainment Corporation
(A Development Stage Company)
Consolidated Statements of Operations
For Six Months Ended September 30, 2004 and 2003
And Period from August 19, 1999 (Inception) to September 30, 2004
(Unaudited)
<TABLE>


                                     6 Months Ended        6 Months Ended         Inception to
                                   September 30, 2004    September 30, 2003    September 30, 2004
                                   ------------------    ------------------    -------------------
<S>                                <C>                   <C>                    <C>

Revenues                              $         -                 $ 176              $ 2,926
Expenses
Operating expenses                        584,161               295,268            1,683,164
General and administrative                153,222                30,456              410,042
Salaries and benefits                      27,488                33,296              452,267
Impairment of loan receivable                   -                     -              130,000
                                          764,871               359,020            2,675,473

Loss from Operations                     (764,871)             (358,844)          (2,672,547)

Other Income / (Expenses)

Interest expense                          (26,940)              (53,796)            (255,928)

Net Loss                                $(791,811)           $ (412,640)        $ (2,928,475)

Weighted Average Shares
Outstanding                            26,421,825             9,549,454 (1)

Income / (Loss) Per Share                 $(0.03)               $ (0.04)
</TABLE>


(1)  Weighted average shares outstanding for six months ended September 30, 2003
     reflects equivalent shares issued for reverse merger transaction and is for
     comparative purposes only.



   The accompanying notes are an integral part of these financial statements.
                                       5

<PAGE>

Skreem Entertainment Corporation
(A Development Stage Company)
Consolidated Statements of Operations
For Three Months Ended September 30, 2004 and 2003
And Period from August 19, 1999 (Inception) to September 30, 2004
(Unaudited)
<TABLE>


                                      3 Months Ended             3 Months Ended                 Inception to
                                    September 30, 2004         September 30, 2003         September 30, 2004
                                   --------------------       --------------------        -------------------
<S>                                <C>                         <C>                         <C>


Revenues                                        -                           -                    $ 2,926

Expenses
Operating expenses                        345,989                     225,382                  1,683,164
General and administrative                 74,461                      19,208                    410,042
Salaries and benefits                      12,699                      12,674                    452,267
Impairment of loan receivable                   -                           -                    130,000
                                          --------                   ---------                 ----------
                                          433,149                     257,264                  2,675,473
                                          --------                   ---------                 ----------
Loss from Operations                     (433,149)                   (257,264)                (2,672,547)

Other Income / (Expenses)
Interest expense                          (15,950)                    (28,852)                  (255,928)
                                          --------                   ---------                 ----------
Net Loss                                 (449,099)                 $ (286,116)                (2,928,475)
                                          --------                   ---------                 ----------
Weighted Average Shares
Outstanding                            26,597,618                  12,071,196 (1)
                                       ==========                  ==========
Income / (Loss) Per Share                $ (0.02)                    $ (0.02)
                                          =======                     =======
</TABLE>

(1)  Weighted  average shares  outstanding  for three months ended September 30,
     2003 reflects  equivalent shares issued for reverse merger  transaction and
     is for comparative purposes only.




   The accompanying notes are an integral part of these financial statements.

                                       6
<PAGE>

Skreem Entertainment Corporation
(A Development Stage Company)
Consolidated Statements of Cash Flows
For Six Months Ended September 30, 2004 and 2003
And Period from August 19, 1999 (Inception) to September 30, 2004
(Unaudited)
<TABLE>

                                                       6 Months Ended          6 Months Ended            Inception to
                                                     September 30, 2004      September 30, 2003        September 30, 2004
                                                     -------------------     -------------------       -------------------
<S>                                                  <C>                     <C>                        <C>


Cash Flows from Operating Activities
Net Loss                                                    $(791,811)        $ (412,640)                $ (2,928,475)

Adjustments to Reconcile Net Loss to Net Cash
Used in Operating Activities:
Depreciation and amortization                                   3,831              1,914                       36,245
Impairment of loan receivable                                                                                 130,000
(Increase) Decrease in Operating Assets:
Prepaid expenses                                               (1,515)           (1,153)                       (1,515)
Other assets                                                                     (4,555)                      (19,920)
Increase (Decrease) in Operating Liabilities
Accounts payable                                               13,105            13,906                        56,244
Accrued interest payable                                       26,602            53,762                       250,648
                                                              --------          --------                     ---------
Total Adjustments                                              42,023            63,874                       451,702
                                                              --------          --------                     ---------
Net Cash Used in Operating Activities                        (749,788)         (348,766)                   (2,476,773)

Cash Flows from Investing Activities
Payments for purchase of equipment                            (11,441)           (1,208)                     (50,752)
Loan receivable                                                     -                 -                     (130,000)
                                                              --------          --------                     ---------
Net Cash Used in Investing Activities                         (11,441)           (1,208)                    (180,752)

Cash Flows from Financing Activities
Proceeds from issuance of stock                               301,928                 -                      301,948
Proceeds from notes payable - other                           250,000                                      1,802,191
Proceeds from notes payable - shareholder                     230,000                                        230,000
Proceeds from notes payable - affiliates                       50,000           397,000                      447,000
Principal payments on notes payable to others                  (2,142)                                        (2,142)
Principal payments on notes payable to affiliates             (65,000)                -                     (115,000)
                                                              --------          --------                     ---------
Net Cash Provided by Financing Activites                      764,786           397,000                    2,663,997
Net increase (decrease) in cash and cash equivalents            3,557            47,026                        6,472
Cash and cash equivalents at beginning of period                2,915             1,936                            -
                                                              --------          --------                     ---------
Cash and cash equivalents at end of period                     $6,472          $ 48,962                      $ 6,472
                                                              ========          ========                     =========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       7
<PAGE>

Skreem Entertainment Corporation
Notes to the Unaudited Consolidated Financial Statements
From August 19, 1999 (Date of Inception) to September 30, 2004

Note 1 - BASIS OF PRESENTATION

The  accompanying   unaudited   consolidated   financial  statements  of  Skreem
Entertainment  Corporation  have been  prepared in  accordance  with  accounting
principles  generally  accepted  in the  United  States of America  for  interim
financial information and with the instructions to Form 10QSB and Item 310(b) of
Regulation  S-B.  They  do not  include  all of the  information  and  footnotes
required by  accounting  principles  generally  accepted in the United States of
America for complete  financial  statements.  In the opinion of management,  all
adjustments,   consisting  only  of  normal  recurring  adjustments,  considered
necessary  for a fair  presentation,  have  been  included  in the  accompanying
unaudited consolidated financial statements.

Operating  results for the periods  presented are not necessarily  indicative of
the results that may be expected for the full year.

These unaudited  consolidated financial statements should be read in conjunction
with the consolidated financial statements and footnotes,  which are included as
part of consolidated  financial  statements as of March 31, 2004 included in the
Company's Form 10KSB.

Note 2 - NOTES PAYABLE SHAREHOLDER AND OTHERS

Since May 24, 2004 Jeffrey D. Martin, a major stockholder has loaned the Company
$130,000.  The notes are  payable on demand and bear  interest at the rate of 8%
per annum. Accrued interest at September 30, 2004 was $3,093.

On May 26, 2004 the Company borrowed $100,000 from Sugarcreek Capital,  LLC. The
terms of the note call for  repayment of $104,000 on or before July 30, 2004. As
security for the loan,  Jeffrey D. Martin, a major  stockholder,  put up his 1/3
interest in Osceola Partners.

On August 19, 2004 the note payable to Sugarcreek  Capital,  LLC was transferred
to Jeffrey D. Martin, a major  stockholder,  in exchange for his 1/3 interest in
Osceola Partners and is payable on demand.

On August 19, 2004 the Company borrowed $200,000 from Sugarcreek  Capital,  LLC.
The Note is payable on December  30,  2004 and bears  interest at the rate of 8%
per annum. The note has been personally guaranteed by Jeffrey D. Martin, a major
shareholder of the Company. Accrued interest as of September 30, 2004 was $2,718

On August 3, 2004 the  Company  borrowed  $50,000  through a line of credit with
SunTrust Bank.  Interest on the line of credit varies monthly.  At September 10,
2004 the corresponding  annual percentage rate was 6.25%.  Interest paid through
September  30, 2004 was $337.  No interest has been accrued as of September  30,
2004.

                                       8
<PAGE>

 Note 3 - GOING CONCERN

The accompanying financial statement has been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  The Company  sustained  losses of $791,811 at
September  30, 2004.  The Company had an  accumulated  deficit of  $2,928,475 at
September 30, 2004. These factors raise  substantial  doubt about the ability of
the Company to continue as a going concern for a reasonable  period of time. The
Company is highly  dependent  on its ability to  continue  to obtain  investment
capital and loans from an affiliate and major  shareholder  in order to fund the
current and planned  operating levels.  The financial  statements do not include
any adjustments  relating to the  recoverability  and classification of recorded
asset amounts or the amounts and  classification  of  liabilities  that might be
necessary  should the  Company be unable to  continue  as a going  concern.  The
Company's  continuation  as a going  concern is  dependent  upon its  ability to
 continue receiving investment capital from an affiliate and obtaining loans to
complete  promotion of the Company's artists,  continue  production of music and
achieve a level of success  that will  enable it to sustain its  operations.  No
assurance can be given that the Company will be successful in these efforts.

Note 4 - PRIVATE PLACEMENT MEMORANDUM

The Company has offered a Private Placement Memorandum ("PPM") which offers for
sale a maximum  of  3,000,000  and a minimum of  1,000,000  shares of its common
stock,  $.001 par value at $.50 per  share  ("the  Offering").  The  shares  are
offered on a "best efforts" basis. The Offering will be made in reliance upon an
exemption  from  registration  under the  federal  securities  laws  provided by
Regulation  D as  promulgated  by the  United  States  Securities  and  Exchange
Commission ("SEC"). The Offering will terminate upon the earlier of (i) the sale
of the 3,000,000  shares or (ii) May 31, 2004 unless extended by the Company for
one hundred and twenty days. The Company has issued 603,856 shares with proceeds
of $301,928 through September 30, 2004.

Note 5 - DISTRIBUTION AND SERVICE AGREEMENT

During May 2004, the company  entered into a 5.5 year  Distribution  and Service
Agreement with Cheyenne Records GmbH  (Cheyenne).  The agreement grants Cheyenne
certain   exclusive  rights  to  distribute  and  sell  recordings  in  Germany,
Switzerland and Austria . In addition, Cheyenne will perform certain services in
accordance with the agreement.  Cheyenne  reported that as of September 30, 2004
130,115  copies of the "3rd Wish" single  "Obsession"  had been  shipped.  As of
September  30, 2004 and through the date of the 10QSB  filing,  Cheyenne has not
provided  the  Company  with an  accounting;  therefore,  no  revenue  has  been
recognized in connection with the copies shipped.

                                        9
<PAGE>

Note 6 - MUSIC VIDEO PRODUCTION AGREEMENTS

During May 2004,  the Company  entered into a Music Video  Production  agreement
with 1171 Production Group (Production Company). Production Company will produce
a music video  embodying the  performance by "3rd Wish".  In  consideration  for
services rendered by Production Company, the Company agrees to pay $100,000 upon
the terms and  conditions  set forth in the  agreement.  In connection  with the
music  video,  the  Company  has agreed to pay  $40,000 to a third party for the
performance  of "Baby Bash" in the music video.  As of September  30, 2004,  all
contractual obligations have been completed.

On  September  14,  2004,  the Company  entered  into a music  video  production
agreement with 1171 Production Group (Production  Company).  Production  Company
will  produce a music  video  embodying  the  performance  by "3rd  Wish" of the
musical  composition  entitled "Nina". In consideration for services rendered by
Production  Company.  The  Company  agrees  to pay  $116,525  upon the terms and
conditions set forth in the agreement.

Note 7 - CONTENT LICENSE AGREEMENT

On September 10, 2004, the Company entered into a content license agreement with
JAMBA!AG  for  the   distribution  of  mobile  content   including  ring  tones,
wallpapers,  games,  software,  etc. for all types of communication devices. The
contract is non-exclusive and covers the territories of Germany, Switzerland and
Austria.  The term of the contract  commences on the date of the  agreement  and
terminates upon a three month written notice by either party.

Note 8 - SUBSEQUENT EVENTS

On October 11, 2004, the Company entered into a 15 year licensing agreement with
Three 8 Music  Limited to  promote  the  single  release by "3rd Wish"  entitled
"Obsession" in the United Kingdom and Erie.

On  October  6,  2004,  3,502,925  shares  were  returned  to the  treasury  and
cancelled.

                                       10
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

For the Three Month Period Ended September 30, 2004 and 2003

Revenues - The Company had no revenues for the three months ended  September 30,
2004 and for the three months ended September 30, 2003. However,  for the period
from July 26 to September 30, 2004,  the Company  shipped  130,115 copies of 3rd
Wish's single recorded, Obsession. Because of the practice in the music industry
that  distributors  have the  right to return any unsold  copies,  no sales were
recorded until this number becomes  fixed.  Once this number becomes fixed,  the
company will record approximately $2.57 per record as revenue.

Operating expenses - Operating expenses for the three months ended September 30,
2004 were  $345,989 , an increase of $120,607 or 53.5% from the $225,382 for the
corresponding  period of the prior year. This increase  primarily  resulted from
increased  production expenses related to Video Shoot and Recordings of $82,549,
increased  travel  expenses  of  $30,929  due to the  group  being  in  Germany,
advertising  expenses of $62,670, and increases in other operating expenses such
as  advances  to  artists,  training  of  artists  and  rent  of  $2,706,  and a
corresponding decrease in promotional expenses of $58,247.

General  and  Administrative  Expenses  - General  and  administrative  expenses
increased by $55,253 or 287.7% to $74,461 for the three  months ended  September
30, 2004 from  $19,208  for the  corresponding  period of the prior  year.  This
increase is primarily  attributable  to an increase in legal and accounting fees
of $49,035,  increased  website  related  expenses of $7,007 and a corresponding
decrease in other expenses of $789.

Salaries and Benefits - There were virtually no changes in salaries and benefits
for the three months ended September 30, 2004 from the  corresponding  period of
the prior year.

Interest Expense - Interest expense decreased by $12,902 or 44.7% to $15,950 for
the three months  ended  September  30, 2004 from $28,852 for the  corresponding
period of the prior  year.  This  decrease is  attributable  to having more debt
outstanding for the three months ended September 30, 2003.

For the Six Month Period Ended September 30, 2004

Revenues - The Company had no revenues  for the six months ended  September  30,
2004.  For the six months ended  September 30, 2003, the Company had revenues of
$176.

Operating  expenses - Operating  expenses for the six months ended September 30,
2004 were  $584,161 , an increase of $288,893 or 97.8% from the $295,268 for the
corresponding  period of the prior year. This increase  primarily  resulted from
increased production expenses related to Video Shoot and Recordings of $232,282,
increased  travel  expenses  of  $29,850  due to the  group  being  in  Germany,
advertising  expenses of $62,670, and increases in other operating expenses such
as  advances  to  artists,  training  of  artists,  and rent of  $25,868 , and a
corresponding decrease in promotional expenses of $61,777 .

General  and  Administrative  Expenses  - General  and  administrative  expenses
increased by $122,766 or 403.1% to $153,222  for the six months ended  September
30, 2004 from  $30,456  for the  corresponding  period of the prior  year.  This
increase is primarily  attributable  to an increase in legal and accounting fees
of $112,764,  increased website related expenses of $11,534, and a corresponding
decrease in other expense s of $1,532.

Salaries and Benefits - Salaries and benefits for the six months ended September
30,  2004 were  $27,488,  a decrease of $5,808 or 17.4% from the $33,296 for the
corresponding  period of the prior  year.  This  decrease  is due to there being
fewer employees during the six months ended September 30, 2004.

Interest Expense - Interest expense decreased by $26,856 or 49.9% to $26,940 for
the six months  ended  September  30, 2004 from  $53,796  for the  corresponding
period of the prior  year.  This  decrease is  attributable  to having more debt
outstanding for the six months ended September 30, 2003.

                                       11
<PAGE>


Liquidity and Capital Resources

As of  September  30,  2004,  the  Company  had cash of $6,472  and a deficit in
working  capital of $1,078,968.  This compares with cash of $2,914 and a deficit
in working capital of $581,477 as of March 31, 2004.

Cash used in  operations  increased  by $401,022 to $749,788  for the six months
ended September 30, 2004 from $348,766 for the corresponding period of the prior
year.  The  increase  is  principally  attributable  to an  increase  in the net
operating loss of $379,171 and changes in the current  accounts of $23,768 which
was partially offset by an increase in depreciation and amortization of $1,917.

For the six months  ended  September  30, 2004 the Company  used $11,441 for the
purchase of equipment.  For the six months ended  September 30, 2003 the Company
used $1,208 for the purchase of equipment.

For the six months ended  September  30, 2004,  $831,928 of cash was provided to
the Company from  financing  activities;  $301,928 from the sale of shares,  and
$530,000 from the issuance of promissory  notes.  This compares with $397,000 of
cash being  provided  during the six months ended  September 30, 2003,  all from
issuance of promissory notes.

For the six months ended  September  30, 2004,  the Company used $65,000 of cash
from financing  activities to repay principal on notes payable to affiliates and
$2,142 to repay principal on notes payable to others.  There was no cash used in
financing activities for the corresponding period of the prior year.

Historically,  the company has generated net operating losses, which jeopardized
its ability to continue a growing concern.  However,  in July 2004 "3rd Wish", a
group under  contract to the Company  released  its first  recording in Germany,
Austria and Switzerland,  which should produce a revenue stream for the company.
The records  initial  shipment was 10,000  units.  Due to the  popularity of the
group and the record, over 120,000 reorders have been shipped bringing the total
units  shipped to over  130,000.  The  September  release of the group's  second
record was  rescheduled  for  November  because  sales of the first  record were
stronger  than  expected in September  and it was counter  productive to release
another product at that time. Also,  licenses are currently being negotiated for
the release rights in four other countries.  Due to accounting  practices common
in the  recording  industry,  the  accounting  for revenues is received only two
times per year.  One report is  typically  delivered 90 days after June 30th and
the other report is typically  delivered 90 days after  December 31st each year.
Revenues from the sales of the first release,  part of the second  release,  the
album release,  and the licenses  secured for them should be reported as part of
the December 31st accounting.


                  ITEM 3.           CONTROLS AND PROCEDURES

As of the end of the  period  covered  by this  report,  we have  evaluated  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  under the  supervision  of and with the  participation  of our Chief
Executive Officer ("CEO") and our Chief Financial Officer ("CFO"). Based on this
evaluation,  our  management,  including  our CFO and  CEO,  concluded  that our
disclosure  controls and procedures were effective,  and that there have been no
significant  changes in our  internal  controls or in other  factors  that could
significantly affect internal controls subsequent to the evaluation.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEDINGS

None

                                       12
<PAGE>



ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the six months ended  September 30, 2004, the Company sold 603,856 shares
of its common stock for a net of $301,928. All of the proceeds have been used to
fund working capital.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

a)       Exhibits

                           None

b)       Reports on Form 8-K

                           None


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the date indicated.


                                        SKREEM ENTERTAINMENT CORPORATION


Date: November 15, 2004                  By: /s/ Charles Camorata
                                            ----------------------------
                                             Charles Camorata
                                             Principal Executive Officer

Date: November 15, 2004                  By: /s/ Karen Pollino
                                            ----------------------------
                                             Karen Pollino
                                             Chief Financial Officer

                                       13
<PAGE>


                                 CERTIFICATIONS

I, Charles Camorata, certify that:

1.   I  have   reviewed  this   quarterly   report  on  Form  10-QSB  of  Skreem
     Entertainment Corporation Systems, Inc.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: November 15, 2004

By: /s/ Charles Camorata
----------------------------
Charles Camorata
Principal Executive Officer

                                       14
<PAGE>


                                 CERTIFICATIONS

I, Karen Pollino, certify that:

1.   I  have   reviewed  this   quarterly   report  on  Form  10-QSB  of  Skreem
     Entertainment Corporation Systems, Inc.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

b)   evaluated the  effectiveness  of the registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  registrant's  internal
     controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: November 15, 2004

By: /s/ Karen Pollino
----------------------------
Karen Pollino
Chief Financial Officer
                                       15
<PAGE>


CERTIFICATION  OF CHIEF  EXECUTIVE  OFFICER AND CHIEF  FINANCIAL  OFFICER
PURSUANT TO 18 U.S.C.  SECTION 1350, AS ADOPTED  PURSUANT TO
SECTION 906 OF TEHE SARBANES-OXLEY ACT OF 2002


--------------------------------------------------------------------------------

I, Charles  Camorata,  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  that the Quarterly
Report of Skreem  Entertainment  Corporation  on Form  10-QSB for the  quarterly
period ended September 30, 2004 fully complies with the  requirements of Section
13(a) or  15(d)  of the  Securities  Exchange  Act of 1934 and that  information
contained  in such Form 10-QSB  fairly  presents in all  material  respects  the
financial   condition  and  results  of   operations  of  Skreem   Entertainment
Corporation


By: /s/ Charles Camorata
----------------------------
Name: Charles Camorata
Title: Principal Executive Officer

November 15, 2004

                                       16
<PAGE>

CERTIFICATION  OF CHIEF  EXECUTIVE  OFFICER AND CHIEF  FINANCIAL  OFFICER
PURSUANT TO 18 U.S.C.  SECTION 1350, AS ADOPTED  PURSUANT TO
SECTION 906 OF TEHE SARBANES-OXLEY ACT OF 2002


--------------------------------------------------------------------------------

I, Karen  Pollino,  certify,  pursuant  to 18 U.S.C.  Section  1350,  as adopted
pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002,  that the Quarterly
Report of Skreem  Entertainment  Corporation  on Form  10-QSB for the  quarterly
period ended September 30, 2004 fully complies with the  requirements of Section
13(a) or  15(d)  of the  Securities  Exchange  Act of 1934 and that  information
contained  in such Form 10-QSB  fairly  presents in all  material  respects  the
financial   condition  and  results  of   operations  of  Skreem   Entertainment
Corporation


By: /s/ Karen Pollino
----------------------------
Name: Karen Pollino
Title: Chief Financial Officer

November 15, 2004


                                       17