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 June 30, 2005

                                       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            23,107,856                 June 30, 2005


<PAGE>



                                TABLE OF CONTENTS

                        SKREEM ENTERTAINMENT CORPORATION

                          Part I. Financial Information

<TABLE>


<S>                                                                                              <C>

Item 1.   Consolidated Financial Statements

         Unaudited Consolidated Condensed Balance Sheet - June 30, 2005                                  3


         Unaudited Consolidated Condensed Statements of Operations for the three months ended
           June 30, 2005 and 2004 and for the period from inception, August 19, 1999, to June
           30, 2005                                                                                      4


         Unaudited Consolidated Condensed Statements of Cash Flows for the three months ended
           June 30, 2005 and 2004 and for the period from inception, August 19, 1999, to June            5
           30, 2005


         Unaudited Consolidated Condensed Statement of Changes in Shareholders' Deficit
           for the period from inception, August 19, 1999, to June 30, 2005                              6

         Notes to the Unaudited Consolidated Financial Statements                                        8

Item 2.   Management's Discussion and Analysis or Plan of Operation                                      10

Item 3.   Controls and Procedures                                                                        12

                                             Part II. Other Information

Item 1.   Legal Proceedings                                                                              12


Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds                                    12

Item 3.   Defaults Upon Senior Securities                                                                12


Item 4.   Submission of Matters to a Vote of Security Holders                                            12


Item 5.   Other Information                                                                              12


Item 6.   Exhibits                                                                                       12

          Signatures                                                                                     14

          Certifications                                                                                 14
</TABLE>

<PAGE>


SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEET
June 30, 2005

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>

                                      ASSETS
<S>                                                                      <C>


 Current assets:
     Cash and Cash equivalents                                            $       14,720
     Prepaid expenses and deposits                                                34,059
                                                                          ---------------
                                                                          ---------------

       Total current assets                                                       48,779


 Property and equipment, net                                                       8,979
                                                                          ---------------
                                                                          ---------------


         Total assets                                                     $       57,758
                                                                          ===============
                                                                          ===============

                       LIABILITIES AND SHAREHOLDERS' DEFICIT

 Current liabilities:
     Accounts payable and accrued liabilities                             $      144,585

     Related party payable                                                         9,254
     Deferred revenue                                                             19,337
     Accrued interest - shareholder and affiliates                               114,901
     Notes payable - shareholder                                               1,064,000
     Notes payable - affiliates                                                  933,620
     Notes payable - other                                                       100,000
                                                                          ---------------
                                                                          ---------------

       Total current liabilities                                               2,385,697
                                                                          ---------------
                                                                          ---------------

 Shareholders' equity:
     Preferred shares - $0.001 par value; 1,000,000

       authorized, no shares issued or outstanding                                     -
     Common shares - $0.001 par value; 50,000,000
       authorized; 23,107,856 shares issued and
       outstanding                                                                23,108
     Additional paid - in capital                                              1,860,823
     Losses accumulated in the development stage                              (4,211,870)
                                                                          ---------------
                                                                          ---------------

       Total shareholders' equity                                             (2,327,939)
                                                                          ---------------
                                                                          ---------------


         Total liabilities and shareholders' equity                       $       57,758
                                                                          ===============
                                                                          ===============

</TABLE>


        The accompanying notes are an integral part of these consolidated
                         condensed financial statements
                                       3
<PAGE>


SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, 2005 and 2004 and for the Period
From Inception, August 19, 1999, to June 30, 2005
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>

                                                                      Three Months Ended                   Inception to
                                                          -------------------------------------------
                                                          -------------------------------------------
                                                               June 30,               June 30,               June 30,
                                                                 2005                   2004                   2005
                                                          --------------------   --------------------   --------------------
                                                          --------------------   --------------------   --------------------
<S>                                                      <C>                    <C>                     <C>


 Revenues                                                 $            22,759    $                 -    $           146,547

 Expenses
     Operating                                                      (362,823)              (238,172)            (2,773,686)
     General and administrative                                     (106,166)               (93,550)            (1,104,987)

     Impairment of loan receivable                                          -                      -              (130,000)
                                                          --------------------   --------------------   --------------------
                                                          --------------------   --------------------   --------------------

       Total expenses                                               (468,989)              (331,722)            (4,008,673)
                                                          --------------------   --------------------   --------------------
                                                          --------------------   --------------------   --------------------

       Loss from operations                                         (446,230)              (331,722)            (3,862,126)

 Interest expense                                                    (36,507)               (10,989)              (349,744)
                                                          --------------------   --------------------   --------------------
                                                          --------------------   --------------------   --------------------

         Net loss                                         $         (482,737)    $         (342,711)    $       (4,211,870)
                                                          ====================   ====================   ====================
                                                          ====================   ====================   ====================

 Weighted Average Shares Outstanding -
     basic and diluted                                             23,107,856             26,244,100
                                                          ====================   ====================
                                                          ====================   ====================

 Loss Per Share -

     basic and diluted                                    $            (0.02)    $            (0.01)
                                                          ====================   ====================
                                                          ====================   ====================

</TABLE>






        The accompanying notes are an integral part of these consolidated
                         condensed financial statements

<PAGE>

SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
For the period from inception, August 19, 1999,  to June 30, 2005

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>

                                                                                            Losses
                                                                                         Accumulated
                                                                       Additional         During the
                                            Common Stock                Paid-In          Development
                                   -------------------------------
                                   -------------------------------
                                       Shares           Amount          Capital             Stage               Total
                                   ----------------   ------------  -----------------  -----------------  ------------------
                                   ----------------   ------------  -----------------  -----------------  ------------------
<S>                                <C>                 <C>           <C>                <C>                <C>

Balance at Inception,

    August 19,1999                               -    $         -   $              -   $              -   $               -


Issuance of common stock                    20,000             20                  -                  -                  20


Net loss                                         -              -                  -           (84,021)            (84,021)
                                   ----------------   ------------  -----------------  -----------------  ------------------


Balance at December 31, 1999                20,000             20                  -           (84,021)            (84,001)


Net loss                                         -              -                  -          (230,879)           (230,879)
                                   ----------------   ------------  -----------------  -----------------  ------------------


Balance at December 31, 2000                20,000             20                  -          (314,900)           (314,880)


Net loss                                         -              -                  -          (494,816)           (494,816)
                                   ----------------   ------------  -----------------  -----------------  ------------------


Balance at December 31, 2001                20,000             20                  -          (809,716)           (809,696)


Net loss                                         -              -                  -          (384,590)           (384,590)
                                   ----------------   ------------  -----------------  -----------------  ------------------


Balance at December 31, 2002                20,000             20                  -        (1,194,306)         (1,194,286)

Reclassification of

    debt to equity                          43,000             43          1,581,940                              1,581,983


Net loss                                         -              -                  -          (736,364)           (736,364)
                                   ----------------   ------------  -----------------  -----------------  ------------------


Balance at December 31, 2003                63,000             63          1,581,940        (1,930,670)           (348,667)

Effect of issuance of common
    stock and recapitalization
    in a reverse acquisition

    transaction                         25,943,925         25,944           (25,944)                  -                   -


Net loss                                         -              -                  -          (205,994)           (205,994)
                                   ----------------   ------------  -----------------  -----------------  ------------------


Balance at March 31, 2004               26,006,925    $    26,007   $      1,555,996   $    (2,136,664)   $       (554,661)
                                   ================   ============  =================  =================  ==================

</TABLE>





         The accompanying notes are an integral part of these unaudited
                  consolidated condensed financial statements.
<PAGE>


SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
For the period from inception, August 19, 1999, to June 30, 2005
<TABLE>

                                                                                            Losses
                                                                                         Accumulated
                                                                       Additional         During the
                                            Common Stock                Paid-In          Development
                                   -------------------------------
                                   -------------------------------
                                       Shares           Amount          Capital             Stage               Total
                                   ----------------   ------------  -----------------  -----------------  ------------------
                                   ----------------   ------------  -----------------  -----------------  ------------------
<S>                                <C>                <C>             <C>              <C>                  <C>


Balance at March 31, 2004               26,006,925    $    26,007   $      1,555,996   $    (2,136,664)   $       (554,661)

Proceeds from issuance of

    common stock                           603,856            604            301,324                  -             301,928


Cancellation of shares                 (3,502,925)        (3,503)              3,503                  -                   -


Net loss                                         -              -                  -        (1,592,469)         (1,592,469)
                                   ----------------   ------------  -----------------  -----------------  ------------------


Balance at March 31, 2005               23,107,856         23,108          1,860,823        (3,729,133)         (1,845,202)


Net loss                                         -              -                  -          (482,737)           (482,737)
                                   ----------------   ------------  -----------------  -----------------  ------------------


Balance at June 30, 2005                23,107,856    $    23,108   $      1,860,823   $    (4,211,870)   $     (2,327,939)
                                   ================   ============  =================  =================  ==================

</TABLE>



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


SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
For the Three Months Ended June 30, 2005 and 2004 and for the Period
From Inception, August 19, 1999, to June 30, 2005
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>


                                                                           Three Months Ended               Inception to
                                                                 ---------------------------------------
                                                                 ---------------------------------------
                                                                     June 30,             June 30,            June 30,
                                                                       2005                 2004                2005
                                                                 ------------------   ------------------  ------------------
                                                                 ------------------   ------------------  ------------------
<S>                                                              <C>                   <C>                  <C>

 Cash Flows from Operating Activities:

     Net loss                                                    $       (482,737)    $       (342,711)   $     (4,211,870)
     Adjustments to reconcile net loss to net cash
       used by operating activities:

       Depreciation expense                                                    892                1,271              41,772

       Impairment of loan receivable                                             -                    -             130,000

       Accrued interest converted to equity                                      -                    -             208,405

       Expenses paid by shareholder and affiliate                           35,000                    -              88,026
       Changes in operating assets and liabilities:

         Decrease in accounts receivable                                   114,257                    -                   -

         Increase in prepaid expenses and deposits                           1,557                    -            (34,038)
         Increase (decrease) in accounts payable and

           accrued liabilities                                              80,538              (6,231)             153,838

         Increase in interest payable to affiliates                         30,008               10,989             114,881

         (Decrease) increase in deferred revenue                          (15,990)                    -              19,338
                                                                 ------------------   ------------------  ------------------
                                                                 ------------------   ------------------  ------------------


           Net cash used by operating activities                         (236,475)            (336,682)         (3,489,648)
                                                                 ------------------   ------------------  ------------------
                                                                 ------------------   ------------------  ------------------

 Cash Flows From Investing Activities

     Payments for purchase of property and equipment                             -                    -            (50,751)

     Loan receivable                                                             -                    -           (130,000)
                                                                 ------------------   ------------------  ------------------
                                                                 ------------------   ------------------  ------------------


           Net cash provided by investing activities                             -                    -           (180,751)
                                                                 ------------------   ------------------  ------------------
                                                                 ------------------   ------------------  ------------------

 Cash Flows From Financing Activities

     Proceeds from issuance of common stock                                      -              266,828             301,928

     Proceeds from notes payable - other                                         -                    -             365,000

     Proceeds from notes payable - shareholder                             184,000              195,000           1,064,000

     Proceeds from notes payable - affiliate                                15,000                    -           2,439,191

     Principal paymets on notes payable - other                                  -                    -           (265,000)

     Principal paymets on notes payable - shareholder                            -                    -           (140,000)

     Principal paymets on notes payable - affiliate                              -             (65,000)            (80,000)
                                                                 ------------------   ------------------  ------------------
                                                                 ------------------   ------------------  ------------------


           Net cash used by financing activities                           199,000              396,828           3,685,119
                                                                 ------------------   ------------------  ------------------
                                                                 ------------------   ------------------  ------------------


 Net increase (decrease) in cash and cash equivalents                     (37,475)               60,146              14,720


 Cash and cash equivalents, beginning of period                             52,195                2,915                   -
                                                                 ------------------   ------------------  ------------------
                                                                 ------------------   ------------------  ------------------


 Cash and cash equivalents, end of period                        $          14,720    $          63,061   $          14,720
                                                                 ==================   ==================  ==================
                                                                 ==================   ==================  ==================


</TABLE>




         The accompanying notes are an integral part of these unaudited
                  consolidated condensed financial statements

<PAGE>

SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


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

Note 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated condensed financial statements of Skreem
Entertainment  Corporation  have been  prepared in  accordance  with  accounting
principles  generally  accepted  in the  United  States of America  for  interim
inancial  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, 2005 included in the
Company's Form 10KSB.

Note 2 - ACCOUNTING POLICY FOR REVENUE RECOGNITION

Revenue is recognized in accordance with Staff Accounting  Bulletin No. 104 (SAB
104) when persuasive  evidence of an arrangement  exists, the price to the buyer
is fixed or  determinable;  delivery has occurred or services have been rendered
or the license period has begun; and collect ability is reasonably assured.

Revenue from the  distribution  of  recordings  under  license and  distribution
agreements is recognized as earned under the criteria  established  by Statement
of Financial Accounting Standard No 50. Revenue is generally recognized when the
Company  receives an  "accounting"  of  recordings  sold with  payment  from the
licensee.  In the event the Company has not  received an  "accounting"  from the
licensee  and if the  Company has  information  related to the  licensed  use of
recordings  that would result in the revenue being fixed and  determinable,  and
collection is reasonably  assured,  then revenue is recognized in the periods in
which the license revenue is earned. Minimum guarantees (advances) received from
licensees  are  recorded  as  deferred   revenue  and  are  amortized  over  the
performance period, which is generally the period covered by the agreement.

Note 3 - NOTES PAYABLE

Shareholder

During the quarter ended June 30, 2005,  Jeffrey D. Martin, a major  stockholder
loaned the Company $219,000. The note is payable on demand and bears interest at
the rate of 8% per  annum.  Interest  on this  note  begins to accrue on July 1,
2005.


Affiliates

During the quarter ended June 30, 2005, the company borrowed $15,000 from Am-Pac
Investments.  The note is payable on demand and bears  interest  at a rate of 8%
per  annum.  Interest  on this note  begins to  accrue on July 1,  2005.  Am-Pac
Investments  is 100% owned by  Jeffrey D.  Martin,  a major  shareholder  of the
company.


<PAGE>




SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


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

Note 4 - GOING CONCERN

The accompanying  consolidated condensed financial statements have 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 $ 482,737 for the quarter ended June 30, 2005.  The Company
had an accumulated  deficit of $4,211,870 at June 30, 2005.  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 a major
shareholder and an affiliate 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 a shareholder and 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 5 - BUSINESS MANAGEMENT AGREEMENT

On June 14, 2005, the Company entered into a business management  agreement with
Mr.  Andy Lai for  services  performed  in certain  countries  in Asia and shall
continue in perpetuity  until written  notice of  termination is given by either
party. Mr. Lai shall act as Business Manager and services shall include contract
negotiations, securing recordings distribution,  arranging live performances and
tours,  securing of sponsorships,  as well as other business activities that are
necessary  for the  advancement  of the  artists  that  are  represented  by the
Company.  The Company  agrees to compensate Mr. Lai ten percent (10%) of the net
revenues collected as a direct result of his negotiations in Asia and should the
Company  through  its own  resources  enter  into a  recording  or  distribution
agreement with a major company and the agreement  includes certain  countries in
Asia,  Mr.  Lai  shall be  compensated  five  percent  (5%) of the net  revenues
resulting  from said  agreement.  The Company has not recorded any  transactions
related to this agreement.

Note 6 - DISTRIBUTION AGREEMENT

During April 2005, 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 of the artist "Pat
Moe" in Germany,  Switzerland and Austria. Cheyenne shall receive a distribution
and service fee of 30% to 36% of all net  receipts  (gross  receipts  less Value
Added Tax of  approximately  16%). In addition,  Cheyenne  will perform  certain
services  including  booking  commercial  concerts and concert  tours,  securing
personal  appearances  of "Pat Moe",  securing  advertising,  endorsements,  and
related activities of "Pat Moe" and music publishing /sub publishing  throughout
the territory. In consideration for these services,  except music publishing/sub
publishing,   Cheyenne   shall  receive   15-30%  of  all  net   receipts.   The
Company/Cheyenne  shall split music publishing  revenues on a 75%/25% basis. The
Company has not recorded any revenue related to this agreement.



<PAGE>



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

Plan of Operation

The  Company  plans to  continue  operations  by  developing  current  acts into
successful  music  performing  and  recording  acts.  The Company  currently  is
actively promoting two acts, "3rd Wish" and "Pat Moe". These two acts will tour,
perform,  make public  appearances,  and continue to record as opportunities are
located.  The  Company  is  uncertain  as to when  these acts may enter the U.S.
market.  As of March 31 2005,  neither of the Company's  acts have received gold
records for album sales.

The  countries  in which the  Company  is  currently  promoting  its acts are as
follows:

<TABLE>

Pat Moe                                            3rd Wish
--------                                            ----------
<S>                                       <C>

Germany, Switzerland, Austria             Germany, Switzerland and Austria
UK, Eire, Australia,
                                          New Zealand, France
                                          Andorra, Monaco, Belgium, Russia, Azerbaijan, Armenia, Georgia,
                                          Moldova
                                          Kazakstan, Krygyzstan, Tajikistan, Uzbekistan, Turkmenistan,
                                          Ukraine, Republic of Belarus, Lithuania, Latvia, Estonia,
                                          Israel, Portugal


The  Company's  cash  balance is  insufficie  nt to satisfy the  Company's  cash
requirements  for the next 12 months.  The Company  believes it can satisfy it's
cash requirements for 6 months with current cash and receivables. The Company is
dependent  on continued  receipt of revenues and will need outside  funding from
the sale of shares or debt  financing  in order to  continue  operations  beyond
that.

The Company does not anticipate  acquiring any significant  equipment during the
next twelve months.

The  Company  does not  anticipate  any  significant  changes  in the  number of
employees in the next twelve months. The Company has two full time employees.

The Company has entered  into  various  license  agreements  that grant  certain
exclusive  rights  to sell and  distribute  certain  recordings  by "3rd  Wish".
Approximately  95% of the  Company's  revenue for the years ended March 31, 2005
came from the Cheyenne Records  agreement.  The remaining  contracts  represent,
individually,  less than 1% of revenue.  The table below sets forth the parties,
material terms, and territories covered by these license agreements:

Party(Licensee)                                 Territories

Cheyenne Records                                Germany, Switzerland and Austria

Our agreement with Cheyenne  Records  provide that Cheyenne will market and sell
3rd Wish's recordings for a period of 5 years beginning in March 2004.  Cheyenne
will retain  approximately 25% to 45% of revenue from distribution and sales and
the Company  will pay the costs of  production.  The term of the contract is 5.5
years from May 2004.

Three 8 Music Limited                                UK, Eire

Our agreement  with Three 8 provides that they will receive  royalties  from 3rd
Wish's first three singles  released.  Royalties are 19% on record sales and 50%
on third party  licensing.  The term of the  contract  is 15 years from  October
2004.

Shock Records Pty Ltd                              Australia, New Zealand

Our agreement with Shock Records provides for royalties of 18-22% on album sales
and 50% to  Shock  for  third  party  licensing.  The  term of the  contract  is
approximately 5 years from January 2005.

NRJ Music                                      France, Andorra, Monaco, Belgium

Our agreement  with NRJ provides for  royalties of 13-22% for record sales.  The
Company  will bear the costs of  production,  the term is 5 years  from  January
2005.
</TABLE>
                                       10
<PAGE>
<TABLE>
<S>                                    <C>

Megaliner Records                      Russia,  Azerbaijan,  Armenia, Georgia, Moldova,  Kazakstan,  Kyrgyzstan,
                                       Tajikistan, Uzbekistan, Turkmenistan,
                                       Ukraine, Republic of Belarus, Lithuania, Latvia, Estonia
</TABLE>

Our agreement with Megaliner  provides  Megaliner with 20% of income from record
sales and 60% of third party  licensing and  broadcasting  revenue.  The term is
three years.

NMC Music Ltd.                                       Israel

NMC will  receive  royalties  of  approximately  18% of all  record  sales.  The
contract expires in December 2009.

Vidisco                                              Portugal

Vidisco will receive a royalty of  approximately  18% of all record  sales.  The
contract expires in January of 2010.

Revenue is recognized in accordance with Staff Accounting Bulleting No. 104 (SAB
104) when persuasive  evidence of an arrangement  exists, the price to the buyer
is fixed or  determinable;  delivery had occurred or services have been rendered
or the license period has begun; and collect ability is reasonably assured.

Revenue from the  distribution  of  recordings  under  license and  distribution
agreements is recognized as earned under the criteria  established  by Statement
of Financial  Accounting  Standard No. 50. Revenue is generally  recognized when
the Company  receives an  "accounting"  of recordings sold with payment from the
licensee.  In the event the Company has not  received an  "accounting"  from the
licensee  and if the  Company has  information  related to the  licensed  use of
recordings  that would result in the revenue being fixed and  determinable,  and
collection is reasonably  assured,  then revenue is recognized in the periods in
which the license revenue is earned. Minimum guarantees (advances) received from
licensees  are  recorded  as  deferred   revenue  and  are  amortized  over  the
performance period, which is generally the period covered by the agreement.

Results of  Operations  for the Three  Months Ended June 30, 2005 as Compared to
the Three Months Ended June 30, 2004

Revenues - The Company  recorded  revenue of $22,759 for the three  months ended
June 30, 2005.  The revenue for this period  consists of earnings from licensing
agreements to distribute 3rd Wish's music. There was no revenue during the three
months ended June 30, 2004.

Operating expenses - Operating expenses for the three months ended June 30, 2005
were  $362,823,  an  increase  of  $124,651  or 52%  from the  $238,172  for the
corresponding  period ended June 30, 2004. The increase is primarily due to tour
expenses of $41,777  that were not  incurred for the three months ended June 30,
2004, an  additional  artist and an increase in travel and support for artist in
Germany of approximately  $126,000, an increase in Website fees of $9,741, which
were offset by an overall  decrease in music  production and promotion  costs of
approximately $56,000.

General  and  Administrative  Expenses  - General  and  administrative  expenses
increased by $12,616 or 13% to $106,166 for the three months ended June 30, 2005
from $93,550 for the corresponding  period ended June 30, 2004. This increase is
primarily attributable to an increase in legal and accounting fees of $7,477 and
an overall increase in other general and administrative expenses of $5,139.

Interest Expense - Interest  expense  increased by $25,518 or 232.21% to $36,507
for the three  months  ended June 30, 2005 from  $10,989  for the  corresponding
period of the prior year.  This increase is  attributable  to having  additional
debt outstanding during the three months ended June 30, 2005.


Liquidity and Capital Resources

As of June 30,  2005,  the  Company had cash of $14,720 and a deficit in working
capital of $  2,336,917.  This  compares  with cash of $52,195  and a deficit in
working capital of $1,855,073 as of March 31, 2005.
                                       11
<PAGE>

Cash used in  operations  decreased by $100,207 to $236,475 for the three months
ended June 30,  2005 from  $336,682  for the  corresponding  period of the prior
year. The decrease is principally attributable to an increase in the net loss of
$140,026,  expenses  paid  by  shareholder  of  $35,000,  decrease  in  accounts
receivable of $114,257,  increase in accounts payable and accrued liabilities of
$80,538,  an increase in interest  payable to  affiliates  of $30,008  which was
offset by a decrease in deferred revenue of $15,990.

Cash provided by financing  activities  for the three months ended June 30, 2005
was $199,000 from the issuance of promissory  notes. This compares with $396,828
of cash being provided from financing  activities  during the three months ended
June 30, 2004, $266,828 from the issuance of common stock and the remainder from
promissory notes.

Historically,  the  Company  has been funded by the sale of its shares and loans
from its Shareholders. However, the Company's continuation as a going concern is
dependent  upon  its  ability  to  continue  receiving  investment  capital  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.

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


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

None


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


Number   Description
------   -----------
31.1**Certification of Chief Executive Officer of Skreem Entertainment
      Corporation Required by Rule 13a-14(1) or Rule 15d-14(a) of the
      Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002
31.2**Certification of Chief Financial Officer of Skreem Entertainment
      Corporation Required by Rule 13a-14(1) or Rule 15d-14(a) of the
      Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 2002
32.1**Certification of Chief Executive Officer of Skreem Entertainment
      Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      and Section 1350 Of 18 U.S.C. 63
32.2**Certification of Chief Financial Officer of Skreem Entertainment
      Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      and Section 1350 Of 18 U.S.C. 63

*     Previously filed
**    To be filed



<PAGE>





                                   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: August 15, 2005                   By: /s/ Charles Camorata
                                            ----------------------------
                                             Charles Camorata
                                             Principal Executive Officer

Date: August 15, 2005                   By: /s/ Karen Pollino
                                            ----------------------------
                                             Karen Pollino
                                             Chief Financial Officer





<PAGE>




Exhibit31.1

Certification of Chief Executive Officer pursuant to 18 U.S.C.  Section 1350, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Charles Camorata, certify that:

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

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: August 15, 2005

By: /s/ Charles Camorata
Charles Camorata
Chief Executive Officer

<PAGE>


Exhibit31.2

Certification of Chief Financial Officer pursuant to 18 U.S.C.  Section 1350, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Karen Pollino, certify that:

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

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: August 15, 2005

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


Exhibit 32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C.  Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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


CERTIFICATION OF CHIEF EXECUTIVE 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 June 30, 2005 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: Chief Executive Officer
August 15, 2005
<PAGE>

Exhibit 32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C.  Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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


CERTIFICATION OF CHIEF EXECUTIVE 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 June 30, 2005 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
August 15, 2005