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 September 30, 2004

                                       OR

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

          From the transition period from ____________ to ___________.

                         Commission File Number 0-22236

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

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


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

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

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

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

                                 Yes |X| No |_|

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



<PAGE>






                        SKREEM ENTERTAINMENT CORPORATION
                                      INDEX
<TABLE>


                                                                                                  Page
                                                                                                 Number

<S>                                                                                             <C>

PART I - FINANCIAL INFORMATION


    Item 1.Financial Statements

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

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

           Consolidated Condensed Statements of changes in Shareholders' Deficit (unaudited)
           For the period from inception (August 19, 1999) to September 30, 2004...........       7

           Consolidated Statements of Cash Flows (unaudited)  - For the six months ended
           September 30, 2004 and 2003 and for the period from inception
           (August 19, 1999) to September 30, 2004...........................................     8

           Notes to Consolidated Financial Statements (unaudited)............................     9


     Item 2.Management's Discussion and Analysis of Financial Condition and Results
             of Operations.....................................................................  12


    Item 3.  Controls and Procedures...........................................................  14


PART II - OTHER INFORMATION....................................................................  14


         Item 1.  Legal Proceedings............................................................  14


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds............................  15


         Item 3.  Defaults Upon Senior Securities..............................................  15


         Item 4.  Submission of Matters to a Vote of Security Holders..........................  15


         Item 5.  Other Information............................................................  15



          Item 6. Exhibits and Reports on Form 8-K.............................................  15


SIGNATURES.....................................................................................  15
</TABLE>


                                        2

<PAGE>


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

                                     ASSETS

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

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

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

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

                                        3



<PAGE>






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

                     LIABILITIES AND SHAREHOLDERS ' DEFICIT

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

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


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

                                        4



<PAGE>





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


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


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

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

Other Income / (Expenses)

Interest expense                      (26,940)              (53,796)            (255,928)
                                ---------------       ---------------      ---------------
Net Loss                            $(791,811)           $ (412,640)        $ (2,928,475)
                                ===============       ===============      ===============
Weighted Average Shares
Outstanding                        26,421,825             9,549,454(1)
                                ===============       ================
Income / (Loss) Per Share             $(0.03)               $ (0.04)
                                ===============       ================
</TABLE>

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



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


<PAGE>




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


                                 3 Months Ended         3 Months Ended             Inception to
                               September 30, 2004     September 30, 2003     September 30, 2004
                              --------------------   --------------------    -------------------

<S>                           <C>                     <C>                    <C>


Revenues                                   -                       -                $ 2,926

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

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

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




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

                                        6



<PAGE>


                        SKREEM ENTERTAINMENT CORPORATION
                         (A Development Stage Company)
     CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
         FROM AUGUST 19, 1999 (DATE OF INCEPTION) TO SEPTEMBER 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                          603,856              604      301,324               -      301,928


Net loss                                       -                -            -        (791,811)     (791,811)
                                         ---------        ---------    ---------     ---------    ---------
Balance at September 30, 2004          26,610,781         $ 26,611  $ 1,857,321    $ (2,928,475) $(1,044,543)
                                       =========          =========    =========      =========   =========

</TABLE>


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

                                           7

<PAGE>



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

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



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

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

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

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

</TABLE>


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

                                        8



<PAGE>





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

Note 1 - BASIS OF PRESENTATION

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

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

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

Note 2 - 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 Standards 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

Since May 24, 2004 Jeffrey D. Martin, a major stockholder has loaned the Company
$130,000. The notes are payable on demand and bear interest at the rate of 8%
per annum. Accrued interest at September 30, 2004 was $3,093. The dates and
amounts of these individual note agreements entered into during the six months
ended September 30, 2004 are as follows:

                  Date of Note                       Amount
                  ------------                       ------
                  May 24, 2004                       $75,000
                  July 2, 2004                        30,000
                  July 14, 2004                       20,000
                  August 26, 2004                      5,000
                                                    ---------
                  Total                             $130,000
                                                    =========

On May 26, 2004 the Company borrowed $100,000 from Sugarcreek Capital, LLC. The
terms of the note call for repayment of $104,000 on or before July 30, 2004. As
security for the loan, Jeffrey D. Martin, a major stockholder, put up his 1/3
interest in Osceola Partners. On August 19, 2004 the note payable to Sugarcreek
Capital, LLC was transferred to Jeffrey D. Martin, a major stockholder, in
exchange for his 1/3 interest in Osceola Partners and is payable on demand.

                                        9

<PAGE>

Affiliates

Since April 6, 2004, the Company has borrowed an additional $50,000 from Martin
Consultants, Inc. The notes bear interest the the rate of 8% per annum. The
total balance of the notes payable to Martin Consultants, Inc. was $471,000 at
September 30, 2004. Martin Consultants, Inc. is owned by Jeffrey D. Martin, a
major shareholder of the Company. The dates and amounts of these individual not
agreements entered into during the nine months ended September 30, 2004 are as
follows:

                  Date of Note                       Amount
                  ------------                       ------
                  April 6, 2004                     $10,000
                  April 12, 2004                     10,000
                  July 23, 2004                      20,000
                  July 30, 2004                      10,000
                                                   ---------
                  Total                             $50,000


Others

On August 3, 2004 the Company borrowed $50,000 through a line of credit with an
individual. Interest on the line of credit varies monthly. At September 30, 2004
the corresponding annual percentage rate was approximately 6.25%. Interest paid
through September 30, 2004 was $337. The line of credit has been guaranteed by
Jeffrey A. Martin, a major shareholder of the Company.

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


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

Note 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
one hundred and twenty  days.  The Company  amended the PPM  reducing  the share
minimum to 100,000 shares.  The offering  terminated after the 120 day extension
expired. The Company issued a total of 603,856 shares with proceeds of $301,928.

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 Germany,
Switzerland and Austria. Cheyenne shall receive a distribution and service fee
of 45% 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 "3rd
 Wish", and music publishing/subpublishing throughout the territory.
In consideration for these services except music publishing/subpublishing,
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.
Cheyenne  reported that as of September 30, 2004
130,115 copies of the "3rd Wish" single "Obsession" had been shipped. As of
September 30, 2004 and through the date of the 10QSB filing, Cheyenne has not
provided the Company with an accounting; therefore, no revenue has been
recognized in connection with the copies shipped.

                                       10






Note 7 - MUSIC VIDEO PRODUCTION AGREEMENTS

During May 2004, the Company entered into a Music Video Production agreement
with 1171 Production Group (Production Company). Production Company will produce
a music video embodying the performance by "3rd Wish". In consideration for
services rendered by Production Company, the Company agrees to pay $100,000 upon
the terms and conditions set forth in the agreement. In connection with the
music video, the Company has agreed to pay $40,000 to a third party for the
performance of "Baby Bash" in the music video. As of September 30, 2004, all
contractual obligations have been completed and the Company recorded video
production expenses of $140,000 related to this agreement.

On September 14, 2004, the Company entered into a music video production
agreement with 1171 Production Group (Production Company). Production Company
will produce a music video embodying the performance by "3rd Wish" of the
musical composition entitled "Nina". In consideration for services rendered by
Production Company. The Company has agreed to pay $116,525 upon the terms and
conditions set forth in the agreement. As of September 30, 2004 the Company
recorded video production expenses of $87,394 related to this agreement.



Note 8 - CONTENT LICENSE AGREEMENT

On September 10, 2004, the Company entered into a Content License Agreement with
JAMBA!AG (JAMBA)for the distribution of mobile content including ring tones,
wallpaper, and logos through the JAMBA service and JAMBA Network. The Content
License Agreement is non-exclusive and covers the territories of Germany,
Switzerland, and Austria. The term of the agreement commences on the date of the
agreement and terminates upon a three month written notice by either party. In
consideration of the authorizations granted to JAMBA in the agreement, JAMBA wil
pay the Company a license fee from all paid and successfully completed downloads
of content by end users as set forth in the agreement, which shall be calculated
from the net revenue (revenue less value added tax). The Company has not
recorded any revenue related to this agreement during the six months ended
September 30, 2004. In accordance with SAB 104, the Company will record revenue
related to the Content License Agreement when the license revenue is fixed or
determinable and collectibility is reasonably assured.

Note 9 - SUBSEQUENT EVENTS

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

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

                                       11



<PAGE>


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

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

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

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 Standards 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.

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

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

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

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

For the Six Month Period Ended September 30, 2004

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

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



                                       12


<PAGE>



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

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

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

                                       13



<PAGE>






Liquidity and Capital Resources

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

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

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

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

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

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

ITEM 3.           CONTROLS AND PROCEDURES

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

                           PART II - OTHER INFORMATION



ITEM 1.  LEGAL PROCEDINGS

None

                                       14



<PAGE>




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

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



ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None



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

None



ITEM 5.  OTHER INFORMATION

None



ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits

                           None

b) Reports on Form 8-K

                           None




                                   SIGNATURES

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


                                        SKREEM ENTERTAINMENT CORPORATION


Date: March 22, 2004                  By: /s/ Charles Camorata
                                            ----------------------------
                                             Charles Camorata
                                             Principal Executive Officer

Date: March 22, 2004                  By: /s/ Karen Pollino
                                            ----------------------------
                                             Karen Pollino
                                             Chief Financial Officer

                                       15



<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, 2004

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

                                       16



<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, 2004

By: /s/ Karen Pollino
----------------------------
Karen Pollino
Chief Financial Officer
                                       17



<PAGE>



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


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

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


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

March 22, 2004

                                       18



<PAGE>


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


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

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


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

March 22, 2004


                                       19