SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 1

(Mark One)

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

                   For the Fiscal Year Ended December 31, 2000

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

              For the transition period from ________ to ________.

                           Commission File No. 0-27929

                         WATERFORD STERLING CORPORATION
                        (formerly Skreem.com Corporation)
                 -----------------------------------------------
                 (Name of small business issuer in its charter)

              Nevada                                     62-1655508
--------------------------------          --------------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
 incorporation or organization)

                200 S. Knowles Avenue, Winter Park, Florida 32789
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, Include Area Code: 407-645-1704

Securities Registered Pursuant to Section 12(b) of the Act:

      Title of Each Class              Name of Each Exchange on Which Registered
      --------------------             -----------------------------------------
            None                                           None


Securities Registered Pursuant to Section 12(g) of the Act:

                          Common Stock, $.01 par value
                          ----------------------------
                                (Title of Class)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past twelve (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 ninety (90)
days. Yes X No

         Check if  disclosure  of  delinquent  filers in response to Item 405 of
Regulation S-B is not contained in this form, and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]

         The issuer's revenues for its most recent fiscal year were $678,368.

         As of  April  13,  2001,  20,887,815  shares  of  common  stock  of the
Registrant were outstanding.  As of such date, the aggregate market value of the
common stock held by non-affiliates,  based on the closing bid price on the NASD
Bulletin Board, was approximately $624,906.

                       DOCUMENTS INCORPORATED BY REFERENCE

             Transitional Small Business Disclosure Format: Yes     No   X
                                                                ----   -----

<PAGE>

                                TABLE OF CONTENTS

                                                                          Page
                                                                         ------

PART I

         ITEM 1.  DESCRIPTION OF BUSINESS..................................    3
         ITEM 2.  DESCRIPTION OF PROPERTIES................................    5
         ITEM 3.  LEGAL PROCEEDINGS........................................    5
         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......    6

PART II

         ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.    6
         ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS.....................    6
         ITEM 7.  FINANCIAL STATEMENTS.....................................    7
         ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE...................    7

PART III

         ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                  AND CONTROL PERSONS; COMPLIANCE WITH
                  SECTION 16(a) OF THE EXCHANGE ACT........................    8
         ITEM 10. EXECUTIVE COMPENSATION...................................    8
         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                  OWNERS AND MANAGEMENT....................................    9
         ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...........   10
         ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K.........................   10

                  SIGNATURES...............................................   10

                  FINANCIAL STATEMENTS.....................................  F-1

<PAGE>
                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Corporate History

         Waterford Sterling  Corporation a Delaware  corporation (the "Company")
formerly Skreem.com  Corporation  Corporation was formed in May 1989 but did not
have any operations until it acquired Waterford Sterling  Corporation,  a Nevada
corporation  ("Skreem") in March 1999.  Following the acquisition of Skreem, the
Company  changed  its name  from  Commerce  Centers  Corporation  to  "Waterford
Sterling  Corporation".   The  Company  acquired  all  of  Skreem's  issued  and
outstanding  shares of common stock making Skreem a  wholly-owned  subsidiary of
the Company.  The business of Skreem became the only  operating  business of the
Company and the  officers  and  directors  of Skreem  assumed the  officers  and
director positions of the Company.  On January 31, 2001, the Company executed an
Exchange  Agreement  for all of the issued and  outstanding  shares of Waterford
Florida,  Inc. in exchange for 7,000,000  shars of the  Company's  common stock.
Waterford  Florida,  Inc. is engaged in the sourcing and  marketing of furniture
and accessories to the hospitality and time share industry. On the same day, the
Company filed Articles of Amendment to its Articles of Amendment to its Articles
of Incorporation changing its name to Waterford Sterling Corporation.  When used
herein the term  "Company"  refers to the  combined  entity  unless the  context
otherwise indicate.

         Skreem was formed in 1999 to develop and market  computer  and Internet
related software.  In February,  1999, Skreem acquired R&R Marketing Group, Inc.
which  had  the  rights  to  computer   software  known  as  the  Skreem  System
Acceleration.  The  Skreem  software  accelerates  the  speed of a  computer  in
relation to various computer  programs'  operating  abilities.  The software was
designed to be flexible and work with any  computer  that is a 486DX or superior
and runs on either the Windows 95 or 98 operating systems.

         The Skreem System is still being developed.  Previously, the efforts of
R&R  Marketing  Group,  Inc.  the  prior  owners  of the  software,  were on the
development  of the  software and not on its  commercialization  as has been the
Company's efforts.  Accordingly,  the future market  acceptability of the Skreem
software is still unknown.

         If the Company is  successful in exploiting  the Skreem  software,  the
Company  intends to develop  other  computer and Internet  related  software and
potentially acquire other hi-tech,  Internet or software business.  In an effort
to fund the development and marketing of the "Skreem System  Acceleration,"  the
Company raised over $999,000 through the sale of shares of its common stock in a
private  placement.  These funds will be used to complete  Beta  versions of its
products and commence marketing efforts.

         With the acquisition  of Waterford Florida, Inc.  the Company will also
expand into  the  sourcing  and  marketing  of furniture and accessories for the
hospitality and time share industries.

Operations

Products and Services - Skreem

         The Company's  first product is titled the Skreem System  Acceleration,
which is a comprehensive  software tool aimed at increasing  operating speeds of
computers.  The  goal of the  software  is to  accelerate  the  speed  in  which
computers  perform  their  functions and decrease  Internet  download and upload
times.  Additionally,  the software attempts to stabilize Microsoft Windows(tm),
run graphics faster and makes it easier to navigate through toolbars.

         The Company recently  completed  benchmark testing using WinTune98,  an
industry-standard  testing program. All tested variables showed marked increases
in  performance.  Skreem.com  owns  100%  of  all  rights  to  the  acceleration
methodology as well as all pending trademarks.

         Skreem System Acceleration has two versions:  Skreem for Windows 95 and
Skreem for Windows 98. These main Skreem  acceleration  software  products  have
also been partitioned into several distinct  products.  The Skreem  acceleration
tool has been divided into: Skreem Internet, Skreem Windows and Skreem Graphics.
These products are sold separately  from the  comprehensive  Skreem  accelerator
tool,  providing consumers the ability to choose the specific Skreem tool to fit
their needs.

                                       3
<PAGE>

     All of the Company's  products and services will be available for licensing
and  purchase  on the  Company's  website.  The  Company  anticipates  including
extensive  technical  support options that will reduce the traditional high cost
of  customer  assistance.  Initially,  the  website  will be the main  venue for
purchasing the Company's  products.  In a marketing move, the site is planned to
have Java-based  "cookies" (invisible  applications that automatically  download
and run on a user's  computer)  that will profile the computer being used by the
person  viewing  the  website.  The website  will then  customize  the  viewable
information to the visitor's  computer  settings.  For example,  a "cookie" will
automatically  download  to a  visitor  who is  using a 486dx  computer  running
Windows 95. That  information  about the visitor's  computer is sent back to the
Company's site within  seconds.  From then on, the visitor will see  performance
charts and graphs showing how the Company's acceleration software will boost the
visitor's  specific  computer  configuration.  Sales efforts are hopefully  made
easier since  potential  customers don't have to search around for details about
the Company's products for their specific computer.

     The  Company is working  on  providing  web-based  support  resources  that
provide  front-line  assistance for the Company's  suite of  applications.  Four
types of self-help tools are planned:

     Knowledge Base: Users can search a database for common  solutions  relating
to an issue.

     Frequently Asked Questions:  Users can review a list of answers to the most
frequent questions relating to Skreem.com software.

     FTP  download  library:  Users  can  download  patches,  software  updates,
drivers, technical articles, bug fixes and enhancement.

     Tech Support Software:  Users can quickly download the software used by the
Company for its direct real-time customer support option.

Second-Stage Products and Services

     The Company is developing  products for the second phase of its  evolution.
The second set of software  products will expand the list of possible  operating
systems with which the Skreem System Acceleration can operate including:  Skreem
2000,  Skreem Windows NT and Skreem Networks.  The Company intends to update its
software  with each new  iteration of the Windows  (tm)  operating  system.  The
Company hopes to be able to  eventually  offer its Skreem  software  products in
multiple languages for international sale.

     As  funding  permits,  the  Company  hopes to be able to  develop  a strong
software  team that not only works on the Skreem  products but also will be able
to develop  software for licensing to other  software  firms.  Some of the first
projects being  considered for development or licensing to other areas include a
software  installation  system that protects  against  software  piracy,  a data
encryption  system and a proprietary  customer  service  technology  that allows
online real-time repair of customers' computers.  All future development will be
dependant  on the  Company's  first  product,  Skreem  System  Acceleration  and
potentially upon the Company's  ability to generate further  investment  capital
for expansion.

     Although the Company has developed  its product and performed  initial test
along with Beta runs,  management  feels the product is several months from full
commercialization.  The Beta results appear promising; however, the Company must
still  complete its  downloading  technology  to allow  purchasers to access the
software on the Company's  website.  Until  commercialization  of the product is
commenced, there can be no assurance of future success.  Additionally,  although
Beta  versions of the  product do not show any  operating  problems,  upon large
scale usage of the  product,  it would not be unusual  for certain  "bugs" to be
found which would require  correction.  This could slow further  developments of
the software.

Market Strategy

     The  Company's  short-term  marketing  strategy is to set up channel  sales
through major distributors.  The Company plans to promote its products and brand
names with the use of industry and consumer magazine  advertising,  co-operative
advertising  campaigns  with  the  dealers  and  distributors,  as  well  as  an
aggressive display and international trade show schedule.

                                       4
<PAGE>

     Strategic  alliances  and  licensing  are a  major  plan  of the  Company's
long-term  marketing  strategy to enter new and existing  markets  making use of
established  distribution  and  customer  bases of the  Company's  partners  and
licensees.

Competition and Markets

     The Company faces many  challenges  and  competitors  to its software.  The
competition  comes not only  from  other  software  products  but from  computer
hardware  manufactures that continue to make faster computers at cheaper prices.
Additionally,  other  software  companies  offer  products  to improve  computer
functions.  The Company's operation is very vulnerable to competition because of
the  Company's  financial  capabilities  and the  newness  of its  product.  The
Company's present size and financial  capabilities creates a situation where its
competitors are larger,  better financed and have better name  recognition  than
the Company thus placing the Company at a competitive disadvantage.

Research and Development

         The Company's programming and product development has been performed by
two of the Company's  officers in the past. The Company intends to hire three or
four new  programmers  to assist in  product  development  and  improvements  of
current  products.  If the Company's  current  software proves  successful,  the
Company  will  accelerate  the  addition of new  programmers  to reduce the time
required to develop new software.

Patents and Trademarks

         The  Company  has  filed  for  trademark   registration   on  the  name
"Skreem.com  System  Acceleration,"  and is in the  process of filing  trademark
registrations   on  product  names.   The  Company  has  been  granted  Internet
registration of the domain name "Skreem.com."

Government Regulation

         The Company is not  subject to any  government  regulations  other than
those that normally apply to other software manufactures,  such as copyright and
trademarks laws.

Operations - Waterford Sterling

         With the acquisition of Waterford Florida,  Inc. the Company launched a
second line of business to source and market  furniture and  assessories  to the
hospitality industry. In furtherance of this objection,  the Company established
an  affiliation  with an  organization  based  in Hong  Kong.  As  requests  for
proposals or orders are received,  the  specifications are forwarded to the Hong
Kong office for sourcing.  The Hong Kong office has relationships  with a number
of  manufacturing  facilities in the People's  Republic of China and  throughout
Southeast  Asia.  After quotes are  obtained,  and if  appropriate,  samples are
supplied, and a firm order received, the production contract is issued to on the
factories  selected.  Personnel from the Hong Kong office monitor the production
to insure  quality,  timeliness  of delivery and arrange for all shipping of the
products.  Because  the  Company  is able to supply  high  quality  products  at
competitive  prices,  management believes that this segment of its business will
be a source of significant future revenue.

Employees

      The Company has three employees. (See "Directors and Executive Officers.")

ITEM 2.  DESCRIPTION OF PROPERTIES

         The Company does not own any real  property.  The  Company's  principal
executive  offices are located at 200 S. Knowles  Avenue,  Winter Park,  Florida
32789. These offices are provided, rent free, by the Company's president, Thomas
Tedrow.  The Company  believes  that the above  facilities  are adequate for the
foreseeable needs of the Company; however, eventually as the Company expands its
employee base, it anticipates adding additional office space.

ITEM 3.  LEGAL PROCEEDINGS

         Management is not aware of any pending or threatened litigation against
the Company.

                                       5
<PAGE>

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

         No  matters  were  submitted  to a vote of the  Company's  stockholders
through the solicitation of proxies, or otherwise,  during the fourth quarter of
the Company's fiscal year ended December 31, 1999.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

            There is currently  limited  trading market in the Company's  Common
Stock.  The  following  table sets forth the high and low bid price by  calendar
quarter of the Company's  common stock. The Company's common stock did not trade
prior to calendar year 2000.


Quarter Ended                High             Low
-------------               -------          ------
March 31, 2000             $     -        $       -
June 30, 2000               3.4375          1.43750
September 30, 2000          3.1250          0.81250
December 31, 2000           0.9100          0.40625

Record Holders

         As of April 13, 2001,  there were  approximately  142 record holders of
the  Company's   common  stock.   The  Company's  common  stock  trades  on  the
over-the-counter Bulletin Board market under the symbol WFTD:BB.

Dividends

         The Company has never  declared or paid any cash dividend on its Common
Stock and does not expect to declare or pay any such dividend in the foreseeable
future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Year-Ended December 31, 2000 Compared to the Year-Ended December 31, 1999

Revenues

         Revenues  increased  by $653,333  or 2609.68% to $678,368  for the year
ended  December 31, 2000 from $25,035 for the year ended  December 31, 1999. The
increase in revenue is almost  entirely  attributable to the sale of software in
the current year which totaled  $652,458 verses $0 for the prior year.  Interest
income  increased  to $25,910  for the current  year from  $25,035 for the prior
year.

General and Administrative Expenses

         General and Administrative Expenses represent payroll costs and general
overhead expenses. General and Administrative Expenses increased by $335,977, or
82.79% to $741,791 for the year ended  December  31, 2000 from  $405,814 for the
year ended  December  31,  1999.  This  increase is  attributable  to  increased
expenses  associated  with  the  development  of  the  Skreem  System  software;
increased payroll expenses, professional fees and costs associated with planning
for the entry into the sourcing and  marketing of furniture and  assessories  to
the hospitality and time share industries.


                                       6
<PAGE>

Interest Expense

         During the year ended December 31, 2000, the Company incurred  interest
expense of $3,597. There was no interest expense for the year ended December 31,
1999.  All of the  interest  was accrued on a loan made to the Company by one of
its officers.

Depreciation and Amortization

         Depreciation and Amortization  expense increased by $5,345 or 87.77% to
$8,193  for the year  ended  December  31,  2000 from  $2,848 for the year ended
December 31, 2000 from $2,848 for the year ended December 31, 1999. The increase
in depreciation and amortization is attributable to increased  computer software
costs which are amortized over 60 months.

         As a result of the  foregoing,  the Company's net loss was reduced from
$383,627  for the year ended  December  31,  1999 to $75,213  for the year ended
December 31, 2000.

Comprehensive Income

         Under current  accounting  rules, a Company must account for changes in
the market value of assets held for investment.  For the year ended December 31,
2000, the Company  sustained a decline in the value of its securities  portfolio
of $312,500.  This  compares with an  appreciation  in value of $112,500 for the
year ended  December  31,  1999.  Because of this net  difference  of  $425,000,
despite a reduction in the net loss, the Company's  comprehensive loss increased
by  $116,586 or 43.00% to  $387,713  from a loss of $271,127  for the year ended
December 31, 1999.

Liquidity and Capital Resources

         As of December  31,  2000,  the Company had cash of $12,664 and working
capital of $(34,938). This compares with cash of $377,089 and working capital of
$588,748 as of December 31, 1999.

         Cash used by  operating  activities  increased to $496,677 for the year
ended December 31, 1999 from $329,281 for the year ended December 31, 1999. This
increase  is  attributable  to revenue  recorded  in a non-cash  transaction  of
$650,000 which was partially  offset by a reduced  operating loss and changes in
current accounts.

         Cash used by investing  activities,  totaled $10,798 for the year ended
December  31, 1999  compared to $292,974  for the year ended  December 31, 1999.
This  decrease  resulted  from reduced  issuance of notes and the  collection of
notes receivables and a reduction in the purchase of marketable securities.

         Cash flows from  financing  activities  totaled  $143,000  for the year
ended December 31, 2000, all of which came from loans from related parties. This
compares to $999,344 for the year ended  December  31,  1999,  all of which came
from the sale of common stock.

         Based upon the current level of expenditures,  it will be necessary for
the Company to seek additional  funding over the next twelve months to implement
its business plan.

ITEM 7.  FINANCIAL STATEMENTS

         The consolidated financial statements of the Company, together with the
independent auditors' report thereon of Andersen Andersen & Strong LC appears on
pages F-2 through F-9 of this report. See Index to Financial  Statements on page
F-1 of this report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         There  were  no  changes  in  or   disagreements   with  the  Company's
Accountants  on any  accounting or financial  disclosure  item during any period
covered by this report.


                                       7
<PAGE>

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT

         Information Regarding Present Directors and Executive Officers

         The names of the  Company's  executive  officers and  directors and the
positions held by them are set forth below:
<TABLE>

Name                 Age   Title                                                  Director Since
----                 ---   -----                                                  --------------
<S>                  <C>   <C>                                                   <C>

Thomas L. Tedrow     50    President, Chief Executive Officer and Director             1999
BMichael Reynolds    23    Vice President of Product Development and Director          1999
Jacob Nguyen         27    Treasurer, Secretary and Director                           1999
</TABLE>


     The term of office of each  director is one year and until his successor is
elected at the Company's annual shareholders' meeting and is qualified,  subject
to removal by the  shareholders.  The term of office for each officer is for one
year and until a  successor  is elected  at the  annual  meeting of the board of
directors and is qualified, subject to removal by the board of directors.

Biographical Information

     Set forth below is certain biographical information with respect to each of
the Company's officers and directors.

     Thomas L. Tedrow is the author of over twenty books. He is an international
marketing  strategist  who  publishes  Market  Management  Reports  and  founded
Financial Discoveries. He directs Tedrow Communications Corporation, a marketing
communication firm with offices in Orlando, Florida and Hong Kong. Mr. Tedrow is
a   graduate   of  the   University   of   Florida   with  a  degree  in  Public
Relations/Journalism.

     Michael  Reynolds  is the  developer  of  the  Skreem  System  Acceleration
product.  Previously,  he was the principal of R&R Marketing,  a high-technology
marketing firm based in Missouri which was acquired by the Company. Mr. Reynolds
focuses on the development of various software.

     Jacob Nguyen is the managing director of Market  Management  International,
Inc.,  an  investment  research  firm.  Mr.  Nguyen heads a team of analysts and
writers that researches companies from around the world. Previously, he was vice
president of Waterford  Sterling,  Inc., an international  public relations firm
that created media campaigns and advertising for multinational corporations. Mr.
Nguyen has a bachelor's degree in International Economics.

Compliance With Section 16(a) of the Securities Exchange Act of 1934

     Under the Securities  laws of the United States,  the Company's  directors,
its  executive  officers and  beneficial  owners of more than ten percent of any
class of the Company's securities are required to report their initial ownership
of the Company's  securities and any subsequent changes in that ownership to the
Securities and Exchange Commission. However, none of these persons has yet filed
the required forms with the Securities and Exchange Commission.

ITEM 10. EXECUTIVE COMPENSATION

     The following tables set forth certain summary  information  concerning the
compensation  paid or accrued for each of the Company's  last  completed  fiscal
years to the Company's or its principal subsidiaries chief executive officer and
each of its other  executive  officers that received  compensation  in excess of
$100,000  during such period (as determined at December 31, 1998, the end of the
Company's last completed fiscal year):


                                       8
<PAGE>

Summary Compensation Table
<TABLE>


                           Annual Compensation                         Long Term Compensation
                          ----------------------                      -------------------------
                                                   Awards             Restricted                   Payouts
                                                   ------                                          -------

 Name and Principal  Year     Salary    Bonus($)  Other Annual   Stock     Options   LTIP        All other
     Position       ------    -------   --------  Compensation   Awards    / SARS    Payout    compensation
    -------------                                 ------------- --------   --------  --------  --------------
<S>                <C>        <C>       <C>       <C>           <C>        <C>       <C>       <C>

Thomas Tedrow (1)     1998     0         0          0                0          0         0         0
President & CEO       1999     36,000    0          0                0          0         0         0
                      2000     36,000    0          0                0          0         0         0
</TABLE>

Options /SAR Grants in Last Fiscal Year

         The Company has never granted options or stock appreciation rights.

Bonuses and Deferred Compensation

         None

Compensation Pursuant to Plans

         The Company does not have any compensation or option plans.

Pension Plans

         Not applicable

Other Compensation

         None

         Directors  receive  no  compensation   except  for  re-imbursement  for
expenses associated with attending director meetings.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table sets forth the number of shares of the  Company's
Common  Stock,  par value  $0.01,  held by each person who is believed to be the
beneficial  owner of 5% or more of the  shares  of the  Company's  common  stock
outstanding  at April 13, 2001,  based on the Company's  transfer  agent's list,
representations  and affidavits  from  shareholders  and beneficial  shareholder
lists provided by the Depository  Trust and securities  broker dealers,  and the
names and number of shares held by each of the Company's  officers and directors
and by all officers and directors as a group.

<TABLE>

 Title of Class     Name and Address of       Amount and Nature of     Percent of Class
                    Beneficial Owner          Beneficial Ownership

Principal Shareholders
<S>               <C>                          <C>                     <C>

Common             Thomas Tedrow
                   200 S. Knowles Avenue
                   Winter Park, Florida 32789        14,459,500         69.220%

Common             Jeff Martin
                   179 Fairview Point Circle
                   Orlando, Florida 32790             1,302,224          06.23%

Common             Mike Reynolds                        250,000           .012%

Common             Jacob Nguyen                         156,000          .0075%
                                                                       --------

All officers and Directors, and as a Group
(3 Person)                                           14,865,500        71.2024%
                                                     ==========        ========
</TABLE>


                                       9
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  Company   completed   the   acquisition   of  Waterford   Sterling
Corporation,  a Nevada corporation in 1999. At the time of the acquisition,  the
Company was controlled, in part, by Jeff Martin who has had a long term business
relationship in numerous companies with Tom Tedrow, the current president of the
Company and the president of the private Waterford  Sterling  Corporation at the
time of the acquisition. This relationship brings into question the arm's length
nature of the transaction.  However, management believes the terms of the merger
were fair.

                                                              PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

(b)      Reports on Form 8-K

         None


                                   SIGNATURES

         In  accordance  with  Section  13 or 15(d)  of the  Exchange  Act,  the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.
                                             Waterford Sterling Corporation


                                         By: /s/ Thomas L.  Tedrow
                                            ---------------------------------
                                             Thomas L. Tedrow
                                             Chief Executive Officer

Dated: April 16, 2001

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  Registrant and in the capacities and
on the dates indicated.

<TABLE>

       Name                     Title                                    Date
      ------                   --------                                ---------
<S>                      <C>                                           <C>

/s/ Thomas L.  Tedrow     President, Chief Executive Officer and    April 16, 2001
------------------------  Director
Thomas L. Tedrow

/s/ Michael Reynolds      Vice President of Product Development     April 16, 2001
------------------------  and Director
Michael Reynolds

/s/ Jacob Nguyen          Secretary, Treasurer, Chief Financial    April 16, 20001
------------------------  Officer and Director
Jacob Nguyen
</TABLE>



                                       10
<PAGE>
                         Waterford Sterling Corporation

                   Index to Consolidated Financial Statements


                                                                           Page
                                                                           ----
Report of Independent Public Accountants

Balance Sheets as of December 31, 2000 and 1999                             F-2

Statements of Operations for the Years Ended
 December 31, 2000 and 1999                                                 F-3

Statements of Cash Flows for the Years Ended
 December 31, 2000 and 1999                                                 F-4

Statements of Shareholders' Equity for the Years
 Ended December 31, 2000 and 1999                                           F-5

Notes to Financial Statements                                         F-6 - F-9

                                       F-1
<PAGE>

Andersen Andersen & Strong, LC
Certified Public Accountants and Business Consultants
Members SEC Practice Section of the AICPA


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Skreem.com Corporation Consolidated
Salt Lake City, Utah

We have audited the balance  sheet of  Skreem.com  Corporation  Consolidated  (a
development  stage company) at December 31, 2000, and the related  statements of
operations,  stockholders'  equity,  and cash flows for the years ended December
31,  2000 and 1999,  and the period  from May 17,  1999 (date of  inception)  to
December 31, 2000.  These  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinions.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,   the  financial  position  of  Skreem.com  Corporation
Consolidated  ( a  development  stage  company) at December  31,  2000,  and the
results of its  operations  and cash flows for the years ended December 31, 2000
and 1999,  and the period from May 17, 1999 (date of  inception) to December 31,
2000 in conformity with generally accepted accounting principles.


/s/ Andersen Andersen & Strong, LC

Salt Lake City, Utah
April 13, 2001

<PAGE>



                       SKREEM.COM CORPORATION CONSOLIDATED
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
        Period From May 17, 1989 (Date of Inception) To December 31, 2000
<TABLE>

                                                                                            Unrealized
                                                                                            Gain On
                                    Common        Common     Capital In     Receivable      Securities
                                    Stock         Stock      Excess Of      On Shares       Available    Accumulated
                                    Shares        Amount     Par Value      Issued          For Sale      (Deficit)        Total
                                   --------      --------   -------------  ------------    ------------- ------------     --------
<S>                                <C>           <C>        <C>            <C>             <C>           <C>              <C>

Issuance of shares of
common stock on
May 17, 1989 for
professional services
rendered at $.02                    1,200,057   $ 12,001      $ 7,999        $    -          $     -            -      $    20,000
Issuance of shares of common
  stock during 1966:
  for cash at $.33                     30,000        300        9,700             -                -            -           10,000
  for services at $.33                105,000      1,050       33,950             -                -            -           35,000
Issuance of shares of
common stock during 1998:
for professional
services at $.02                   1,315,258      13,152        8,768             -                -            -           21,920
for commitment to
provide future
capital at $.02                      270,000       2,700        1,800        (4,500)               -            -                -
Issuance of shares of
common stock during
1999 to acquire wholly
owned subsidiary at $.00           9,600,000      96,000      (86,000)            -                -            -           10,000
Issuance of common stock
during 1999 for cash at $.99       1,000,000      10,000      984,344             -                -            -          994,344
Commitment to provide
capital satisfied with
payment of expenses                        -           -            -         4,500                -            -            4,500
Issuance of shares for
services during 1999 at $1.00         25,000         250       24,750             -                -            -           25,000
Net change in unrealized
gain on securities available
for sale                                   -           -            -             -          112,500            -          112,500
Accumulated loss- period
May 17, 1989 to
December  31, 1998                                                                                        (86,920)         (86,920)
Net loss year ended
December 31, 1999                          -           -            -             -                -     (383,627)        (383,627)
                                 ------------- ------------ ------------   ----------       ----------  -----------     ------------
Balance December 31, 1999         13,545,315    $135,453   $  985,311      $      -         $112,500   $ (470,547)      $  762,717
                                 ============= ============ ============   ==========       ==========  ===========     ============
</TABLE>

<PAGE>

<TABLE>

                                                                                             Unrealized
                                                                                             Gain On
                                    Common           Common    Capital In     Receivable     Securities
                                    Stock            Stock     Excess Of      On Shares      Available     Accumulated
                                    Shares           Amount    Par Value      Issued         For Sale      (Deficit)        Total
                                   ---------        --------  ------------   ------------   ------------   ------------    --------
<S>                                <C>              <C>       <C>            <C>            <C>            <C>             <C>

Balance December 31, 1999          13,545,315       $135,453    $ 985,311      $    -           $112,500    $(470,547)     762,717
Issuance of common stock during 2000:
 Settle note payable and
 accrued interest at $.67             75,000             750       49,831           -                  -            -       50,581
 For prepaid legal services
 at $.30                             200,000           2,000       58,000           -                  -            -       60,000
 For services at $1.00                67,500             675       66,825           -                  -            -       67,500
Net change in unrealized
gain (Loss) on securities
available for sale                         -               -            -           -           (312,500)           -     (312,500)
Net loss year ended
December 31, 200                           -               -            -           -                  -      (75,214)     (75,214)
                                   ----------       ---------     --------     --------        ----------    ----------   ----------

Balance December 31, 2000         13,887,815       $ 138,878   $1,159,967      $    -          $(200,000)   $(545,761)    $553,084
                                  ===========       =========   ==========     ========        ==========    ==========   ==========
</TABLE>

<PAGE>

                     SKREEM.COM CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
                                 BALANCE SHEETS
                                December 31, 2000

                      ASSETS

CURRENT ASSETS:
  Cash                                                        $12,664
  Prepaid expenses (Note 4)                                   113,000
                                                            ----------
   Total current assets                                       125,664

MARKETABLE SECURITIES:
  Available for sale securities (Note 5)                      500,000
                                                            ----------
EQUIPMENT:
  Office equipment                                             40,761
  Accumulated depreciation                                    (10,869)
                                                            ----------
                                                               29,892
OTHER ASSETS:
  Prepaid expenses - long term (Note 4)                        57,553
  Organization costs net of amortization                          577
                                                            ----------
                                                               58,130
                                                            ----------
                                                             $713,686
                                                            ==========
             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                       $66,836
  Notes payable - related parties (Note 6)                     93,766
                                                            ----------
   Total current liabilities                                  160,602

STOCKHOLDERS EQUITY
  Common stock, par value $.01;
   authorized 30,000,000 shares; issued and
   outstanding 13,887,815 shares                              138,878
  Capital in excess of par                                  1,159,967
  Deficit accumulated during the
   development stage                                         (545,761)
  Unrealized loss on securities available
   for sale                                                  (200,000)
                                                            ----------
   Total stockholders' equity                                 553,084
                                                            ----------
                                                             $713,686
                                                            ==========

<PAGE>

                      SKREEM.COM CORPORATION CONSOLIDATED
                          (A Development Stage Company)
                            Statements of Cash Flows
                   Years Ended December 31, 2000 and 1999 And
              May 17, 1989 (Date of Inception) to December 31, 2000
<TABLE>

                                                                                   Inception
                                                                                      To
                                                      Dec. 31,       Dec. 31,      Dec. 31,
                                                        2000           1999         2000
                                                      --------      ----------    ----------
<S>                                                <C>            <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                 $ (75,214)     $ (383,627)    $ (545,761)
  Adjustment to reconcile net loss to
  net cash used by operating activities:
    Depreciation and amortization                       8,381           2,848        11,229
  (Increase) in accounts receivable                     6,058          (6,058)            -
  Increase (decrease)in accounts payable               43,780          23,056        66,836
  Revenue recorded in non-cash transaction           (650,000)              -      (650,000)
  Expenses paid and debts settled
   with common stock                                   68,846          34,500       180,266
  Bad debt                                             12,074               -        12,074
  Loss on exchange of notes receivable
   for prepaid rent                                    45,200               -        45,200
  Other expenses incurred in
   non cash transactions                               44,248               -        44,248
                                                   -----------      ----------    ----------
   Net cash used by operations                       (496,627)       (329,281)     (835,908)
                                                   -----------      ----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Issuance of notes receivable                        (62,075)       (228,658)     (290,733)
  Collections on notes receivable                      78,658               -        78,658
  Purchase of marketable securities                         -         (50,000)      (50,000)
  Purchase of equipment                               (27,381)        (13,380)      (40,761)
  Increase in organization costs                            -            (936)         (936)
                                                   -----------      ----------    ----------
  Net cash (used) by
   investing activities                               (10,798)       (292,974)     (303,772)
                                                   -----------      ----------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common
   stock for cash                                           -         999,344     1,009,344
  Loans from related parties                          143,000               -       143,000
                                                   -----------     ----------     ----------
  Net cash provided from financing activities         143,000         999,344     1,152,344
                                                   -----------     ----------     ----------
NET INCREASE (DECREASE) IN CASH                      (364,425)        377,089        12,664
Cash, beginning                                       377,089               -             -
                                                   -----------     ----------     ----------
Cash, ending                                       $   12,664     $   377,089    $    12,664
                                                   ===========     ==========     ==========
SUPPLEMENTAL DISCLOSURES:
 Non-cash operating and financing activities:
  Non-cash sales                                   $  650,000     $         -    $  650,000
                                                   ===========     ==========     ==========
  Other non-cash operating expenses                $   89,448     $         -    $   89,448
                                                   ===========     ==========     ==========
  Issuance of common stock for expenses            $   68,846     $     9,500    $  180,266
                                                   ===========     ==========     ==========
  Issuance of common stock for note payable        $   50,000     $         -    $   50,000
                                                   ===========     ==========     ==========
</TABLE>


<PAGE>

                      SKREEM.COM CORPORATION AND SUBSIDIARY
                          (A Development Stage Company)
                            Statements of Operations
                     Years Ended December 31, 2000 and 1999
            And May 17, 1989 (Date of Inception) to December 31, 2000



                                                                  Inception
                                                                    To
                                 Dec. 31,         Dec. 31,        Dec. 31,
                                  2000              1999            2000
                                ----------       ----------     ----------

REVENUE
  Sale of software              $ 652,458        $      -      $   652,458
  Interest income                  25,910          25,035           50,945
                                 ---------        ---------      ---------
                                  678,368          25,035          703,403

EXPENSES:
  General and
   administrative                 741,791         405,814        1,228,826
  Interest                          3,597               -            3,597
  Depreciation and
   amortization                     8,193           2,848           16,741
                                 ---------        ---------      ---------
                                  753,581         408,662        1,249,164
                                 ---------        ---------      ---------
NET INCOME (LOSS)                 (75,213)       (383,627)        (545,761)

OTHER COMPREHENSIVE
 INCOME NET OF TAXES
  Unrealized gain (loss) on
   securities                    (312,500)        112,500         (200,000)
                                 ---------        ---------      ---------
COMPREHENSIVE INCOME
 (LOSS)                        $ (387,713)      $(271,127)     $  (745,761)
                                 =========        =========      =========
Net income (loss) per
 per common share              $     (.00)      $    (.03)
                                 =========        =========
Weighted average shares
 outstanding                   13,653,630      10,819,630
                               ===========     ============

<PAGE>

                       SKREEM.COM CORPORATION CONSOLIDATED
                          (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BUSINESS ACTIVITY

Business activity
-----------------
The Company,  a Delaware  corporation  was  incorporated on May 17, 1989, and is
currently in the development  stage.  The Company intends to acquire and develop
high technology  software firms,  and in the sourcing and marketing of furniture
and accessories to the hospitality and time share market..

In April 1999 the Company changed its name from Commerce Centers  Corporation to
Skreem.com  Corporation  and  approved  a  reverse  stock  split of 3 shares  of
outstanding  stock for 5 shares.  The report has been  prepared  as if the stock
split had occurred at inception.

Accounting method
-----------------
The Company's  financial  statements  are prepared  using the accrual  method of
accounting.

Principles of consolidation
---------------------------
The  consolidated  financial  statements  include  the  accounts  of  Skreem.com
Corporation,  a Nevada corporation.  All material intercompany transactions have
been eliminated.

Computer software costs
-----------------------
The  Company  expenses  research  and  development  costs  related  to  software
development  that  has  not  reached   technological   feasibility  and  started
production  for sale.  Thereafter  costs are  capitalized  and amortized  over a
maximum  of five  years or  expected  life of the  product,  whichever  is less.
Computer  research and development costs of $43,937 were incurred in the current
period ended December 31, 2000.

Income (loss) per share
-----------------------
The  computation  of income  (loss)  per  share of common  stock is based on the
weighted average number of shares outstanding, after the stock split.

Statement of cash flows
-----------------------
The Company  considers  all highly  liquid  debt  instruments  purchased  with a
maturity  of three  months or less to be cash  equivalents  for  purposes of the
statement of cash flows.


<PAGE>

                       SKREEM.COM CORPORATION CONSOLIDATED
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

1.   SUMMARY  OF   SIGNIFICANT   ACCOUNTING   POLICIES  AND  BUSINESS   ACTIVITY
     (continued)

Financial instruments
---------------------
The  Company  estimates  that the fair  value of all  financial  instruments  at
December 31, 2000 do not differ materially from the aggregate carrying values of
its financial instruments recorded in the accompanying balance sheets.

Dividend policy
---------------
The Company has not yet adopted a policy regarding payment of dividends.

Estimates and assumptions
-------------------------
Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reported  amounts of the  assets and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements.

Marketable securities:
---------------------
Certain  equity  securities  are  classified as available for sale as defined by
SFAS 115. In accordance with that Statement, they are reported at aggregate fair
value with unrealized  gains and losses excluded from earnings and reported as a
separate component of stockholders' equity.

2.       INCOME TAXES

The Company complies with Statement of Financial  Accounting  Standards No. 109,
Accounting  for  Income  Taxes.  At  December  31,  2000 the  Company  had a net
operating  loss ("NOL")  carry  forward for United States income tax purposes of
approximately  $530,000. The NOL carryforward expires in increments beginning in
2004. The Company's  ability to utilize its net NOL  carryforward  is subject to
the   realization  of  taxable  income  in  future  years,   and  under  certain
circumstances,  the Tax Reform Act of 1986 restricts a corporation's  use of its
NOL carryforward.  The Company believes that there is at least a 50% chance that
the carryforward  will expire unused,  therefore,  any tax benefit from the loss
carryforward has been fully offset by a valuation reserve.

3.       ACQUISITION OF NEVADA  SKREEM.COM CORPORATION

In April  1999 the  Company,  Skreem.com  Corporation,  a  Delaware  corporation
("SCD")  acquired all of the  outstanding  stock of  Skreem.com  Corporation,  a
Nevada  corporation  ("SCN")  through a stock for  stock  exchange  in which the
stockholders of SCN received 9,600,000 post stock split


<PAGE>

                       SKREEM.COM CORPORATION CONSOLIDATED
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS

3.       ACQUISITION OF NEVADA SKREEM.COM CORPORATION (continued)

common  shares  of the  SCD in  exchange  for  all of  the  stock  of the  SCN.
Skreem.com  Corporation  ("SCN") was  incorporated in Nevada on January 29, 1999
for the purpose of developing high technology software.

For reporting  purposes,  the  acquisition  is treated as an  acquisition of the
Company   ("SCD")  by  Skreem.com   Corporation  of  Nevada   ("SCN")   (reverse
acquisition)  and a  recapitalization  of  SCN  with  its  historical  financial
statements being combined with the Company's.  No proforma  statements have been
included since the acquisition is considered to be a reverse acquisition.

4.       PREPAID EXPENSES

The Company leases office space under a noncancellable operating lease agreement
effective  January 1, 2001 which  expires  December  31,  2002.  The Company has
prepaid  the  rent  for  the  two  years  specified  in  the  lease   agreement.
Consideration  for the prepayment was based on the present value of 24 months at
$5,000 per month,  discounted  at 8% or  $110,553.  The Company has also prepaid
$60,000 to its legal  counsel,  which  represents  an  estimate  of  anticipated
expenses for one year.

                           Prepaid rent                       $110,553
                           Prepaid legal                        60,000
                                                              --------
                                                              $170,553

                           Current                            $113,000
                                                              ========
                           Non current                          57,553
                                                              --------
                                                              $170,553
5.       MARKETABLE SECURITIES

The Company had no sales of securities  classified as available for sale for the
periods ended December 31, 2000. The amortized cost and estimated fair values of
marketable securities are as follows as:
                                                                        Gross
                                       Amortized      Unrealized        Fair
                                        Cost           Losses           Value
                                       ---------     ----------       ----------

December 31,2000                       $ 700,000     $ 200,000        $ 500,000
<PAGE>

6.       RELATED PARTY TRANSACTIONS

During  February 1998,  the Company issued  1,585,258 post stock split shares to
five major  stockholders  and two persons who were both officers and  directors.
The  consideration  for the issuance was  assumption  of the  Company's  accrued
liabilities in the amount of $21,920 by the above  mentioned  shareholders,  and
the  agreement  by them to fund  future  Company  expenditures  in the amount of
$4,500.

The shares issued pursuant to the  acquisition  agreement as described in note 3
were  issued  to four  individuals  who  collectively  represent  a  controlling
interest of the Company.

During May 2000,  the Company  borrowed  $50,000 from its  President  payable on
demand at 8%.
On September 26, 2000,  the Company  issued 75,000 shares of its common stock in
settlement of the $50,000 note including accrued interest.

The Company has borrowed additional funds from related parties payable on demand
and bearing interest at 10% as follows at December 31, 2000:

                  Notes payable - President of the Company             $75,000
                  Notes payable - Market Management, a company
                  in which the President has an interest                18,000
                  Accrued interest                                         766
                                                                       --------
                                                                       $93,766
                                                                       ========
7.       COMMITMENTS

The Company leases office space under a noncancellable operating lease agreement
effective  January  1, 2001 which  expires  December  31,  2002.  Minimum  lease
payments  of $60,000  per year for 2001 and 2002 are  required.  The Company has
prepaid this obligation (refer to note 4).

8.       SUBSEQUENT EVENTS

On January 31,  2001,  the  Company  executed  and  Exchange  Agreement  for the
acquisition of all of the issued and  outstanding  shares of Waterford  Florida,
Inc. in exchange for 7,000,000  share of the Company's  common stock.  Waterford
Florida,  Inc.  is  engaged in the  sourcing  and  marketing  of  furniture  and
accessories to the hospitality  and time share market.  This will now become the
principal business activity of the Company.

On January 31, 2001,  the Company filed Articles of Amendment to its Articles of
Incorporation changing its name from Skeem.com Corporation to Waterford Sterling
Corporation.