SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 Amendment No. 1

(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, 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                   (IRS Employer Identification No.)
 of 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        26,540,581                  September 1, 2004





<PAGE>



                        SKREEM ENTERTAINMENT CORPORATION
                                      INDEX
<TABLE>



                                                                                                         Page
                                                                                                        Number
<S>                                                                                                     <C>

PART I - FINANCIAL INFORMATION

         Item 1.Financial Statements

                  Consolidated Balance Sheets - June 30, 2004 (unaudited) and
                  March 31, 2004    ..................................................................    3

                  Consolidated Statements of Operations (unaudited) - For the three months
                  ended June 30, 2004 and 2003 and for the period from
                  inception (August 19, 1999) to June 30, 2004........................................    4

                  Consolidated Condensed Statements of changes in Shareholders' Deficit (unaudited)
                  -  For the period from inception (August 19, 1999) to June 30, 2004................     5

                  Consolidated Statements of Cash Flows (unaudited)  - For the three months ended
                  June 30, 2004 and 2003 and for the period from inception (August 19, 1999)
                  to June 30, 2004...................................................................     6

                  Notes to Consolidated Financial Statements (unaudited).............................     7

         Item 2.Management's Discussion and Analysis of Financial Condition and Results
                  of Operations.......................................................................    10

         Item 3.  Controls and Procedures.............................................................    11

PART II - OTHER INFORMATION...........................................................................    11
         Item 1.  Legal Proceedings...................................................................    11
         Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.........................    11
         Item 3.  Defaults Upon Senior Securities.....................................................    11
         Item 4.  Submission of Matters to a Vote of Security Holders.................................    11
         Item 5.  Other Information...................................................................    11

         Item 6. Exhibits and Reports on Form 8-K....................................................     12


SIGNATURES............................................................................................    12

</TABLE>




<PAGE>



                        Skreem Entertainment Corporation
                         (A Development Stage Company)
                          Consolidated Balance Sheets


ASSETS

                                                 June 30, 2004    March 31, 2004
                                                 -------------    --------------
                                                  (Unaudited)

Current Assets
Cash and cash equivalents                         $ 63,061              $2,914
                                                    ------              ------

Total Current Assets                               63,061               2,914

Property and Equipment, net                          5,623               6,895


Deposits                                            19,920              19,921
                                                    ------              ------

Total assets                                      $ 88,604             $29,730
                                                   =======             =======

LIABILITIES AND SHAREHOLDERS ' DEFICIT

Current Liabilities
Accounts payable and accrued liabilities         $ 36,908              $43,141
Accrued interest payable to affiliates
and shareholder                                    26,647               15,658
Notes payable - other                             100,000                    -
Notes payable - shareholder                        75,000                    -
Notes payable -affiliates                         480,592              525,592
                                                  -------              -------
Total Current Liabilities                         719,147              584,391

Shareholders' Deficit Preferred 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, 26,540,581
shares issued and outstanding                      26,541               26,007
Additional Paid In Capital                      1,822,290            1,555,996
Accumulated deficit                            (2,479,374)          (2,136,664)
                                              -----------           ----------

Total Shareholders' Deficit                      (630,543)            (554,661)
                                              -----------           -----------


Total liabilities & shareholders
Deficit                                          $ 88,604             $ 29,730
                                                 ========            =========


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


                                        3



<PAGE>



Skreem Entertainment Corporation
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)

                                                                 August 19, 1999
                                3 Months Ended  3 Months Ended   (Inception) to
                                June 30, 2004   June 30, 2003     June 30, 2004
                                -------------    -------------    -------------


Revenues                         $       -        $    176         $    2,926

Expenses
Operating expenses                 238,172          69,887          1,338,102
General and administrative          78,761          11,247            336,722
Salaries and benefits               14,789          20,622            437,498
Impairment of loan receivable            -               -            130,000
                                     ------          -----            -------
Total expenses                     331,722         101,756          2,242,322
                                    -------        -------          ---------
Loss from Operations              (331,722)       (101,580)        (2,239,396)
Other Income (Expenses)
Interest expense                   (10,989)        (24,944)          (239,978)
                                   --------        -------          ---------
Net Loss                        $ (342,711)     $ (126,524)       $(2,479,374)
                                   ========       ========         ==========
Weighted Average Shares
Outstanding                     26,244,100       7,000,000 (1)
                                 ==========      =========
Basic and diluted
Loss Per Share                     $ (0.01)        $ (0.02)
                                 ==========      =========


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


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

                                        4


<PAGE>



                        SKREEM ENTERTAINMENT CORPORATION
                         (A Development Stage Company)
     CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
           FROM AUGUST 19, 1999 (DATE OF INCEPTION) TO JUNE 30, 2004

<TABLE>

                                                                        Paid
                                                Common Stock            In            Retained
                                          Shares           Amount       Capital        Deficit        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    1,581,941               -    1,581,984

Net loss                                       -                -            -        (736,364)    (736,364)
                                         ---------       ----------     -------       ---------   ---------
Balance at December 31, 2003              63,000               63    1,581,941      (1,930,670)    (348,666)

Effect of issuance of common stock
  and recapitilization in 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    1,555,997      (2,136,664)    (554,660)

Proceeds from issuance of
   common stock                          533,656              534      266,294               -      266,828

Net loss                                       -                -            -      (342,711)     (342,711)
                                         ---------        ---------    ---------     ---------    ---------
Balance at June 30, 2004              26,540,781         $ 26,541  $   1,822,290  $ (2,479,374)  $(630,543)
                                       =========          =========    =========      =========   =========
</TABLE>



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

                                            5


<PAGE>


                        Skreem Entertainment Corporation
                         (A Development Stage Company)
                     Consolidated Statements of Cash Flows
                                  (Unaudited)


                                                                 August 19, 1999
                            3 Months Ended     3 Months Ended     (Inception) to
                             June 30, 2004      June 30, 2003      June 30, 2004
                             -------------      -------------     --------------


Cash Flows from Operating
Activities

Net Loss                     $ (342,711)         $ (126,524)       $(2,479,374)
Adjustments to Reconcile
Net Loss to Net Cash
Used in Operating Activities:
Depreciation and amortization     1,271                 899            33,687
Impairment of loan receivable         -                   -           130,000
(Increase) Decrease in Operating Assets:
Other assets                          -                   -           (19,920)
Increase (Decrease) in Operating
Liabilities
Accounts payable                 (6,231)                  -            36,908
Accrued interest payable         10,989              24,944           235,032
                                --------            -------          --------
Net Cash Used in Operating
Activities                     (336,682)           (100,681)       (2,063,667)
                                --------            --------        ----------
Cash Flows from Investing
Activities
Payments for purchase of equipment    -                (701)          (39,311)
Loan receivable                       -                   -          (130,000)
                                --------            --------       -----------
Net Cash Used in Investing
Activities                            -                (701)         (169,311)
                                --------            --------       ------------
Cash Flows from Financing Activities
Proceeds from issuance of stock  266,828                  -           266,848
Proceeds from notes payable      195,000            108,000         2,144,191
Principal payments on notes
payable to affiliates            (65,000)                 -          (115,000)
                                --------            --------       ------------
Net Cash Provided by Financing
Activites                        396,828             108,000        2,296,039
                                 -------             -------       ------------
Net increase in cash
and cash equivalents              60,146               6,618           63,061
Cash and cash equivalents at
beginning of period                2,915               1,936                -
                                 --------            --------      ------------
Cash and cash equivalents at
end of period                   $ 63,061             $ 8,554         $ 63,061
                                 ========            ========      ============


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

                                        6

<PAGE>


Skreem Entertainment Corporation
(A Development Stage Company)
Notes to the Unaudited Consolidated Financial Statements
From August 19, 1999 (Date of Inception) to June 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 - 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 collectibility 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 ("FASB 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

On May 24, 2004 Jeffrey D. Martin, a major stockholder, loaned the Company
$75,000. The note is payable on demand and bears interest at the rate of 8% per
annum. Accrued interest at June 30, 2004 was $493.

Affiliates

Since April 6, 2004, the Company has borrowed an additional $20,000 from Martin
Consultants, Inc. The notes bear interest at the rate of 8% per annum. The Total
balance of the notes payable to Martin Consultants was $441,000 at June 30,
2004. Martin Consultants Inc. is owned by Jeffrey D. Martin, a major shareholder
of the Company. The dates and amounts of these individual note agreements
entered into during the nine months ended June 30, 2004 are as follows:

                     Date of Note                Amount

                      April 6, 2004              $10,000
                     April 15, 2004               10,000
                                                ---------
                              Total              $20,000
                                                =========


                                        7
<PAGE>


Other

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. (See Note 8)

Note 4 -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 $342,711 at
June 30, 2004. The Company had an accumulated deficit of $2,479,374 at June 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 from 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 an affiliate 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.

                                        8



<PAGE>



Skreem Entertainment Corporation
(A Development Stage Company)
Notes to the Unaudited Consolidated Financial Statements



Note 5 -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 sixty days.  The Company has issued 533,656 shares with proceeds of $266,828
during the three  months  ended June 30,  2004.  The Company  amended the PPM to
allow for an extension of 120 days and a minimum of 100,000 shares.  The Company
then extended the offering for 120 days from May 31, 2004.

Note 6 - 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 addition,
Cheyenne will perform certain services in accordance with the agreement.
Cheyenne shall receive a distribution and service fee of 45% of all net receipts
(gross receipts les Value Added Tax of approximately 16%). In addition, Cheyenne
will perform certain services including booking commercial concerts and concert
tours, securing personal appearances of "3rd Wish", and music publishing/sub-
publishing throughout the territory. In consideration for these services except
music publishing/subpublshing, Cheyenne shall receive 35% of all net receipts
paid by third parties. The Company/Cheyenne shall split music publishing
revenues on a 75%/25% basis.

Note 7 -MUSIC VIDEO PRODUCTION AGREEMENT

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 June 30, 2004 all
contractual obligations have been completed and the Company recorded video
production expenses of $140,000 related to this agreement.

Note 8 - SUBSEQUENT EVENTS

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

                                        9



<PAGE>



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

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

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 collectibility 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 ("FASB 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 isearned. 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.

Operating expenses - Operating expenses for the three months ended June 30, 2004
were $238,172, an increase of $168,285 or 240.8% from the $69,887 for the
corresponding period of the prior year. This increase primarily resulted from
production costs related to a CD and Video shoot of approximately $150,000 and
an increase in travel expenses incurred by "Third Wish" Artists and Managers of
approximately $23,000.

General and Administrative Expenses - General and administrative expenses
increased by $67,514 or 600% to $78,761 for the three months ended June 30, 2004
from $11,247 for the corresponding period of the prior year. This increase is
primarily attributable to an increase in legal and accounting fees.

Salaries and Benefits - Salaries and benefits decreased by $5,833 or 28.3% to
$14,789 for the three months ended June 30, 2004 from $20,622 for the
corresponding period of the prior year. This decrease is attributable to having
fewer employees during the three months ended June 30, 2004.

Interest Expense - Interest expense decreased by $13,955 or 55.9% to $10,989 for
the three months ended June 30, 2004 from $24,944 for the corresponding period
of the prior year. This decrease is attributable to having more debt outstanding
for the three months ended June 30, 2003.

As a result of the foregoing, the company's net operating loss increased by
$216,187 to $342,711 for the three months ended June 30, 2004 from $126,524 for
the corresponding period of the prior year.

Liquidity and Capital Resources

As of June 30, 2004, the Company had cash of $63,061 and a deficit in working
capital of $656,086. 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 $236,001 to $336,682 for the three months
ended June 30,2004 from $100,681 for the corresponding period of the prior year.
The increase is principally attributable to an increase in the net operating
loss of $216,187 and changes in the current accounts of $20,186 which was
partially offset by an increase in depreciation and amortization of $372.


                                       10

<PAGE>



There was no cash provided or used by investing activities for the three months
ended June 30, 2004. For the three months ended June 30, 2003 the Company used
$701 for the purchase of equipment.

For the three months ended June 30, 2004, $396, 828 of cash was provided to the
company from financing activities; $266,828 from the sale of shares, and
$130,000, net from the issuance of promissory notes. This compares with $108,000
of cash being provided during the three months ended June 30, 2003, all from the
issuance of promissory notes.

Historically, the company has generated net operating losses which jeopardized
its ability to continue as a going concern. However, "Third Wish" a group under
contract to the company released its first recording in Germany during the
second quarter of the Company's fiscal year. This recording has risen to number
2 on a chart in Germany which should produce a revenue stream for the Company.
"Third Wish" will be releasing a second recording in Germany during September
and an album before the end of the year. Assuming the continued success of
"Third Wish", the company should generate sufficient funds to execute its
business plan for the next twelve months.



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

During the three months ended June 30, 2004, the Company sold 533,656 shares of
its common stock for a net of $266,828. 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

                                       11



<PAGE>



ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits

                           None

b)   Reports on Form 8-K

1.   Form 8-K dated May 3, 2004 reported a change in the Company's certifying
     accountants from David T. Thomsom PC to Thomas Leger & Co. LLP



                                   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 capacitites and on the date indicated.


                        SKREEM ENTERTAINMENT CORPORATION


Date: March 22, 2005          By: /s/ Charles Camorata
                                 -----------------------
                                     Charles Camorata
                                     Principal Executive Officer

Date: March 22, 2005           By: /s/Karen Pollino
                                 ------------------------
                                    Karen Pollino
                                    Chief Financial Officer

                                       12

<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: March 22, 2005

By: /s/ Charles Camorata
Charles Camorata
Principal Executive Officer
                                       13




<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: March 22, 2005

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



                                       14

<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 March 31, 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

March 22, 2005

                                       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, 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 March 31, 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

March 21, 2005



                                       16