SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended March 31, 2005
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 0-22236
Skreem Entertainment Corporation
(formerly Stanford Capital Corporation)
---------------------------------------------
(Name of small business issuer in its charter)
Delaware 33-0565710
-------------------------------- -----------------------------------
State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
11637 Orpington Street, Orlando, Florida 32817
------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Include Area Code: (407) 207-0400
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 15(d) of the Act:
Common Stock, $0.001 par value
(Title of Class)
Check whether the issuer (1) filed all reports required to be filed
bySection 13 or 15(d) of the Exchange Act during the past twelve (12) months
(orfor 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 xT 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. [x]
Issuer's revenues for its most recent fiscal year were $120,862.
State the aggregate market value of the voting stock held by nonaffiliates
computed by reference to the price at which the stock was sold, or the average
bid and ask prices of such stock, as of a specified date within the past 60
days: The Company's common stock does not have a trading market.
As of June 15, 2005, the Registrant had 23,107,856 shares of Common Stock
issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
part of the form 10-KSB (e.g. part I, part II, etc.) Into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or other
information statement; and (3) Any prospectus filed pursuant to rule 424(b) or
(c) under the Securities Act of 1933: None.
TABLE OF CONTENTS
Page
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PART I
ITEM 1. DESCRIPTION OF BUSINESS 4
ITEM 2. DESCRIPTION OF PROPERTY 7
ITEM 3. LEGAL PROCEEDINGS 7
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 7
PART II
ITEM 5. MARKET FOR COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES 7
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION 7
ITEM 7. FINANCIAL STATEMENTS 10
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE 35
ITEM 8A. CONTROLS AND PROCEDURES
ITEM 8B. OTHER INFORMATION 36
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 36
ITEM 10. EXECUTIVE COMPENSATION 38
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 39
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS 39
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 39
ITEM 13. EXHIBITS AND REPORTS OF FORM 8-K 40
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES 40
SIGNATURES 41
CERTIFICATIONS
3
PART I
ITEM 1. DESCRIPTION OF BUSINESS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This periodic report contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 with respect to the
financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities for
existing products, plans and objectives of management. Statements in this
periodic report that are not historical facts are hereby indentified as
"forward-looking statements".
Business
The Company was incorporated in Delaware on June 11, 1992. On May 28, 1998,
the Company changed its name from Plasmatronics Technologies, Inc. to Ecological
Services, Inc. and on January 3, 2003 changed its name to Stanford Capital
Corporation. In December 2002, the Company acquired all the issued and
outstanding shares of Stanford Capital International, Ltd. a Hong Kong based
public relations firm for 10,000 shares of its common stock. This transaction
was subsequently revoked. On January 31, 2004, the Company acquired all of the
shares of Skreem Entertainment Corporation in exchange for 22,000,000 shares of
its one for five post reverse split common shares. Skreem Entertainment
Corporation promotes finances and manages artists in the entertainment industry.
Overview
Our business is to locate and promote recording talent.
The Company is constantly seeking talent for recording and performing. Company
employees utilize their industry contacts and experience to locate prospective
music acts, including music groups and individuals, and evaluate these acts to
determine if, from the Company's perspective, such acts demonstrate the talent
potential to succeed in the music industry.
Upon locating an act that the Company believes has the potential for success,
the Company will sign the act to a contract. Upon signing a typical contract,
the Company at its option will advance funds to the artist to pay for travel,
arrange for performances, schedule public appearances and generally promote the
act, and the act's music, in exchange for a percentage of the revenues generated
by the act's performances and music sales.
Once the Company has located an act it wishes to promote, the Company will
determine where to promote the artist. It is the Company's strategy to promote
talent outside of the United States until the talent has demonstrated the
ability to sell music or tickets to performances. Once an act has gained some
level of success abroad, the Company intends to promote and market the act in
the United States. The Company believes that promoting abroad is a viable
approach because it costs less initially, foreign markets are very receptive to
American type music acts, and there is less competition.
Distribution
The Company distributes its acts in two different ways. The first is through
concerts and public appearances. An act will perform and tour playing concerts
as frequently as possible to increase public awareness of their music. An act
will also make public appearances at retail centers, public places and other
events also to increase the act's public awareness.
4
The second way the act gains publicity is through licensing and sales of the
act's music. The Company does not sell records or other music media, however, it
does license master recordings to other organizations which distribute the
recordings in various media. The Company receives royalty payments pursuant to
licensing agreements which are a percentage of revenues from distribution of the
recordings.
The Company's artists music is currently being distributed by various
organizations throughout Europe and in other countries. Further description is
provided in the Plan of Operation under Item 6.
Licensing
From time to time the Company enters into licensing agreements with music
production and distribution companies. The license agreements typically grant
the production and distribution company rights to a music single or all of an
act's music in a particular country or region with a term of three to fifteen
years. The production or distribution company can then distribute the music in
record or cd format, mp3, ringtone, or any other music media licensed in the
agreement. The Company typically receives royalties of a negotiated percentage
between 18% and 75% of sales of the production and distribution company's
published dealer price less certain packaging deductions. In addition, the
Company shall receive between 18% and 75% of net royalty receipts received by in
the particular nation or region. In connection with the license agreement, the
Company may receive a cash advance.
Exclusive Artist Recording Agreements
At March 31, 2005, the Company had entered into long-term Exclusive Artist
Recording Agreements with five artists, which include the three Artists of "3rd
Wish", the Artist "PatMoe" and the Artist "Precious Dawn Francis" for the
purpose of engaging the exclusive personal services of the Artists for making
master sound recordings for distribution in any medium. The territory for the
agreements shall be worldwide. All master recordings made by the Artists during
the terms of the agreements shall be recorded by the Artists on the Company's
behalf, and all phonograph records and related performances shall be the entire
property of the Company; the Company shall have the right to secure sound
recording copyright; and the Company and its licensees shall have the sole and
exclusive right to use the recordings throughout the world or any part thereof
in any mannerit sees fit. The Company may pay all specifically approved
recording costs in connection with the master recordings made hereunder, and all
recording costs shall be deemed fully recoupable advances to the Artists and
shall be deducted from any and all royalties payable to the Artist by the
Company under this or any and all royalties payable to the Artists by the
Company. Any and all monies paid to or on behalf of the Artists during the term
of the agreement shall be fully recoupable, non-returnable advances unless
otherwise expressly agreed in writing between the Company and the Artists. The
Company has the right, but not the obligation to have the Artists participate in
the creation of music videos and 100% of any and all monies expended by or
advanced by the Company for the production of music videos shall constitute
additional fully recoupable advances hereunder. The Company shall own any and
all rights in and to said music videos in perpetuity.
In its sole discretion, the Company may choose, at any time during the term of
the agreements, to license master recordings made by the Artists to third
parties on a flat fee or royalty basis, or to enter into a distribution
agreement with a third party distributor for the distribution of phonograph
records embodying master recordings recorded by the Artists through normal
retail channels in the United States and worldwide. With respect to master
recordings of the Artists licensed to third parties on a flat-fee basis, the
Company shall pay the Artists 20-50% of the net amount received by the Company
under such license. With respect to master recordings of the Artists licensed to
third parties on a royalty basis, and with respect to phonograph recordings
released through a distributor selected by the Company, the Company shall pay
the Artists the lesser of 20-50% of the Company's net earned royalty receipts
under such license or distribution agreement, or 20-50% of the basic album or
single rate as defined in the agreements. Further, in its sole discretion, the
Company may choose to commercially release phonograph records through the
Company's own distribution network. In such event, the Company agrees to pay the
Artists royalties based on the basic album or singe rate as defined in the
agreements. For phonograph recordings that are exported or sold outside the
United States and through record clubs or similar plans, the Artists shall be
paid a royalty of 20-50% of the amounts provided of the above mentioned amounts.
In addition, the Artists may earn royalties related to licenses for musical
compositions, music video licenses and merchandising.
5
At March 31, 2005, the Artists had earned royalties of approximately $29,000,
based on the year end reported licensing revenues. However, the Company is not
obligated to pay any royalties until total advances to Artists of $1,140,737 at
March 31, 2005 (plus any future advances) have been recouped.
Music Publishing Agreements
At March 31, 2005, the Company had entered into long-term Music Publishing
Agreements with four individual Writers, which include the three Artists of "3rd
Wish" and the Artist "PatMoe". The Company engaged the Writers to render the
Writer's exclusive services as songwriters and composers based upon terms and
conditions set forth in the agreements. In accordance with the agreements, the
Writers grant all rights to all musical compositions written or owned by the
Writers and all musical compositions shall be the Company's exclusive property
as sole owner. The Company shall pay royalties to the Writers based on various
terms and conditions set forth in the agreements. There have been no royalties
earned by the writers related to the agreements.
Personal Management Agreement
At March 31, 2005, the Company had entered into long-term Personal Management
Agreements with four Artists, which include the three Artists of "3rd Wish" and
the Artist "PatMoe". The Company accepts the engagement as the Artists' sole and
exclusive personal management company in connection with all activities in the
entertainment industries throughout the world, including but not limited to
their services as musicians, songwriters, actors, publishers, packagers or
performers in any medium now known or hereafter devised. For personal management
services performed, the Artists agree to pay the Company 15% of all gross
compensation earned or received as a result of activities in the entertainment
industry. However, the Company shall not be entitled to commissions by the
Artists from the sale, license, or grant of any literary or music rights to the
Company or any person, firm, or corporation owned or controlled by the Company.
During the year ended March 31, 2005, the Company earned commissions of $3,241,
all related to live performances.
The Company's acts face fierce competition. There is no shortage of acts and
musicians seeking fortune and fame. There is also no shortage of talent in the
music industry. The Company believes that their approach of being selective when
choosing acts, refining these acts abroad, and marketing the acts through
appearances, performances, and music sales is a viable method to compete in the
music industry. However there are many other organizations with more capital to
spend, greater access to talent, better industry connections, and more
experience.
The Company's future depends on the success of it's acts and artists. Many music
acts spend entire careers without having a single popular song or tour. The most
talented artists and acts are not always the most successful and fan acceptance
is the most important and most difficult element of success. If the fans like
the act, the fans will purchase the music and tickets and recommend it to
friends. If the fans don't like the act, the act may never gain acceptance.
6
Employees
The Company, as of June 15, 2005, employs a total of 2 persons, one of these
full-time, at its corporate headquarters in Florida.
ITEM 2.DESCRIPTION OF PROPERTIES
The Company's administrative offices are located in a leased office
facility located at 11637 Orpington Street, Orlando, Florida 32817. The facility
contains approximately 2,000 square feet of office space. There is no lease on
the facility nor is there a rental fee as the property is owned by the principal
shareholder of the Company (post merger).
ITEM 3.LEGAL PROCEEDINGS
The Company is not aware of any litigation pending or threatened to
which it is a party.
ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's shareholders
throughthe solicitation of proxies, during the fourth quarter of the Company's
fiscal year ended March 31, 2005.
PART II
ITEM 5.MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASER OF EQUITY SECURITIES
The Company's Common Stock is not listed for trading. Since its
inception,the Company has not paid any dividends on its Common Stock, and the
Company doesnot anticipate that it will pay dividends in the foreseeable future.
At March 31, 2005, the Company had approximately 140 shareholders.
The Company issued 10,000 shares of its common stock for the acquisition of
Stanford Capital Corporation. When this transaction was rescinded, the shares
were cancelled. However, pursuant to the terms of the Termination Agreement
withthe shareholders of Stanford Capital Corporation, the shareholders were to
be issued 10,000 post reverse split common shares.
The Company also issued 22,000,000 post reverse split common shares for the
acquisition of Skreem Entertainment Corporation.
ITEM 6.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
The Company plans to continue operations by developing current acts into
successful music performing and recording acts. The Company currently has two
acts, "3rd Wish" and "Pat Moe". These two acts will tour, perform, make public
appearances, and continue to record as opportunities are located. The Company is
uncertain as to when these acts may enter the U.S. market.
The Company's cash balance is insufficient to satisfy the Company's cash
requirements for the next 12 months. The Company believes it can satisfy it's
cash requirements for 6 months with current cash and receivables. The Company is
dependent on continued receipt of revenues and will need outside funding from
the sale of shares or debt financing in order to continue operations beyond
that.
7
The Company does not anticipate acquiring any significant equipment during the
next twelve months.
The Company does not anticipate any significant changes in the number of
employees in the next twelve months.
The Company has entered into various license agreements which grant certain
exclusive rights to sell and distribute certain recordings by "3rd Wish". The
table below sets forth the parties and territories covered by these license
agreements:
Party(Licensee) Territories
Cheyenne Records Germany, Switzerland and Austria
Three 8 Music Limited UK, Eire
Shock Records Pty Ltd Australia, New Zealand
NRJ Music France, Andorra, Monaco, Belgium
Megaliner Records Russia, Azerbaijan, Armenia, Georgia, Moldova,
Kazakstan, Kyrgyzstan, Tajikistan, Uzbekistan,
Turkmenistan, Ukraine, Republic of Belarus,
Lithuania, Latvia, Estonia
NMC Music Ltd. Israel
Vidisco Portugal
Revenue is recognized in accordance with Staff Accounting Bulleting No. 104 (SAB
104) when persuasive evidence of an arrangement exists, the price to the buyer
is fixed or determinable; delivery had occurred or services have been rendered
or the license period has begun; and collectibility is reasonably assured.
Revenue from the distribution of recordings under license and distribution
agreements is recognized as earned under the criteria established by Statement
of Financial Accounting Standard No. 50. Revenue is generally recognized when
the Company receives an "accounting" of recordings sold with payment from the
licensee. In the event the Company has not received an "accounting" from the
licensee and if the Company has information related to the licensed use of
recordings that would result in the revenue being fixed and determinable, and
collection is reasonably assured, then revenue is recognized in the periods in
which the license revenue is earned. Minimum guarantees (advances) received from
licensees are recorded as deferred revenue and are amortized over the
performance period, which is generally the period covered by the agreement.
Results of Operations
In January 2004, the Company consummated a reverse merger transaction and
elected to continue the fiscal year of the legal acquirer (registrant), which
gives rise to a three month transition period for the three month period ended
March 31, 2004.
The Company presents this discussion and analysis as a comparison between the
audited financial data for March 31, 2005 and the unaudited financial data for
March 31, 2004 for informational purposes.
Year Ended March 31, 2005 Compared to the Year Ended March 31,
2004 (unaudited)
Revenues. The Company had $120,862 of revenue for the year ended March 31, 2005
compared to $176 of revenue for the year ended March 31, 2004 (unaudited). The
substantial increase in revenue is due to earnings from licensing agreements to
distribute 3rd Wish's music.
8
Operating Expense. Operating expenses for the year ended March 31, 2005,
were $1,310,933, an increase of $722,188 or 123% from $588,745 for the year
ended March 31, 2004 (unaudited). The increase is primarily due to an increase
in production expenses related to video shoots and recordings of approximately
$495,000, an increase in advertising of approximately $116,000, and an increase
in travel and related support for artists in Germany of approximately $108,000.
General and Administrative Expenses. General and administrative expenses
increased 92% to $318,150 for the year ended March 31, 2005 from $166,083 for
the year ended March 31, 2004 (unaudited). This increase is primarily
attributable to a $162,000 increase in legal, accounting, and other professional
fees from the reverse merger transaction and Securities and Exchange Commission
filings.
Interest Expense. Interest expense increased 45% to $84,248 for the year ended
March 31, 2005 from $57,836 for the year ended March 31, 2004 (unaudited). This
decrease is attributable to having more debt outstanding for the year ended
March 31, 2005.
As a result of the foregoing, the net operating loss of the company increased
96% to $1,592,469 for the year ended March 31, 2005 from $812,488 for the year
ended March 31, 2004 (unaudited).
Liquidity and Capital Resources
As of March 31, 2005, the Company had cash of $52,195 and a deficit in working
capital of $1,855,073.
For the year ended March 31, 2005, the Company used $1,526,207 in
operating activities which is primarily due to a net loss of $1,592,469, an
increase in accounts receivable of 114,257, and an increase in prepaid expenses
and deposits of $15,695. These are offset by depreciation expense of $8,465,
expenses paid by shareholder and affiliate of $53,026, increase in accounts
payable and accrued liabilities of $30,159, increase in interest payable to
affiliates of $69,236, and an increase in deferred revenue of $35,328.
For the year ended March 31, 2005, the Company used $11,440 for investing
activities. All of the cash used by investing activities was for the purchase of
equipment.
For the year ended March 31, 2005 cash provided by financing activities was
$1,586,928. The amount represents $301,928 provided by the issuance of common
stock, $365,000 which is the proceeds from notes payable reduced by $265,000 in
principal payments made, $880,000 which represents the proceeds from notes
payable to a shareholder reduced by $80,000 in principal payments made, and
$475,000 which represents notes payable to affiliates reduced by $90,000 in
principal payments made.
Because of the continued net operating losses of the Company, the Company will
not be able to continue as a going concern unless it is able to sell its shares
or obtain third and/or related party loans. Although the principal shareholder
and affiliates of the Company has been willing to lend funds to the Company in
the past, there is no obligation for them to do so in the future. Without such
funding, or the sale of its shares, the Company will have insufficient funds to
execute its business plans for the next twelve months.
9
ITEM 7.FINANCIAL STATEMENTS
SKREEM ENTERTAINMENT CORPORATION
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
March 31, 2005, 2004 and December 31, 2003 and the
period from inception, August 19, 1999, through March 31, 2005
10
SKREEM ENTERTAINMENT CORPORATION
(A Development Stage Company)
Page
Reports of Independent Registered Public Accounting Firms F-1
Consolidated Financial Statements:
Consolidated Balance Sheet as of March 31, 2005 F-3
Consolidated Statements of Operations for the year ended March 31, 2005, the
three months ended March 31, 2004, the year ended December 31, 2003 and the
period from
inception, August 19, 1999, through March 31, 2005 F-4
Consolidated Statements of Changes in Shareholders'
Deficit for the period from inception, August 19, 1999,
through March 31, 2005 F-5
Consolidated Statements of Cash Flows for the year ended March 31, 2005, the
three months ended March 31, 2004, the year ended December 31, 2003 and the
period from
inception, August 19, 1999, through March 31, 2005 F-6
Notes to Consolidated Financial Statements F-7
11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Skreem Entertainment Corporation:
We have audited the accompanying consolidated balance sheet of Skreem
Entertainment Corporation (the "Company") as of March 31, 2005, and the related
consolidated statements of operations, stockholders' equity (deficit) and cash
flows for the year then ended, and for the period from inception, August 19,
1999, through March 31, 2005. These consolidated 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 audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Skreem
Entertainment Corporation as of March 31, 2005, and the consolidated results of
its operations and its cash flows for the for the year then ended, and for the
period from inception, August 19, 1999, through March 31, 2005, in conformity
with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company is in the development stage and
has suffered recurring losses from operations and had a net capital deficit,
which raises substantial doubt about its ability to continue as a going concern.
Management plans to continue funding the operation through an affiliate owned by
a major shareholder of the Company. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Ham, Langston & Brezina, L.L.P.
Houston, Texas
June 22, 2005
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Skreem Entertainment Corporation
We have audited the accompanying consolidated statements of operations,
shareholders' deficit and cash flows of Skreem Entertainment Corporation (a
development stage company) (the "Company"), for the three months ended March 31,
2004 and the year ended December 31, 2003 and for the period from August 19,
1999 (date of inception) through March 31, 2004. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated results of its operations and
cash flows of Skreem Entertainment Corporation for the three months ended March
31, 2004 and the year ended December 31, 2003 and for the period August 19, 1999
(date of inception) through March 31, 2004 in conformity with accounting
principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated financial statements, the Company is in the development stage and
has suffered recurring losses from operations and had a net capital deficit,
which raises substantial doubt about its ability to continue as a going concern.
Management plans to continue funding the operation through an affiliate owned by
a major shareholder of the Company. The consolidated financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Thomas Leger & Co. L.L.P.
July 21, 2004
Houston, Texas
F-2
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
March 31, 2005
ASSETS
Current assets:
Cash and cash equivalents $ 52,195
Accounts receivable 114,257
Prepaid assets and deposits 35,616
-----------
Total current assets 202,068
Property and equipment, net 9,871
-----------
Total assets $ 211,939
===========
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities $ 64,046
Related party payable 9,254
Accrued interest payable - affiliates and shareholder 84,893
Notes payable - shareholder 845,000
Notes payable - affiliates 918,620
Notes payable -other 100,000
Deferred revenue 35,328
-----------
Total current liabilities 2,057,141
-----------
Shareholders' deficit
Preferred stock, par value $0.001, 1,000,000
shares authorized, no shares issued and outstanding -
Common stock, par value $0.001, 50,000,000
shares authorized, 23,107,856 shares issued
and outstanding 23,108
Paid-in capital 1,860,823
Deficit accumulated during the development stage (3,729,133)
-----------
Total shareholders' deficit (1,845,202)
-----------
Total liabilities and shareholders' deficit $ 211,939
===========
The accompanying notes are an integral part
of these consolidated financial statements
F-3
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended Three Months Year Ended Inception to
March 31, Ended March December 31, March 31,
2005 31, 2004 2003 2005
----------- ------------ ------------ ------------
Revenues $ 120,862 $ - $ 376 $ 123,788
Operating expenses (1,310,933) (149,470) (470,331) (2,410,863)
General and administrative
expenses (318,150) (47,071) (195,280) (998,821)
Impairment of loan receivable - - - (130,000)
----------- ---------- ---------- -----------
Loss from operations (1,508,221) (196,541) (665,235) (3,415,896)
Interest expense (84,248) (9,453) (71,129) (313,237)
----------- ---------- ---------- -----------
Net loss $(1,592,469) $ (205,994) $ (736,364) $(3,729,133)
=========== ========== ========== ===========
Basic and diluted net loss
per share $ (0.06) $ (0.01) $ (0.06)
=========== ========== ==========
Weighted average shares
outstanding 24,813,714 24,733,180 12,054,795(1)
=========== ========== ==========
(1) Number of shares outstanding to reflect reverse merger and for comparison
purposes only.
The accompanying notes are an integral part
of these consolidated financial statements
F-4
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
from inception, August 19, 1999, through March 31, 2005
Additional Retained
Common Stock Paid-In Earnings
Shares Amount Capital (Deficit) Total
Balance at inception,
August 19, 1999 - $ - $ - $ - $ -
Issuance of common stock 20,000 20 - - 20
Net loss - - - (84,021) (84,021)
---------- ---------- ---------- ----------- -----------
Balance at December 31, 1999 20,000 20 - (84,021) (84,001)
Net loss - - - (230,879) (230,879)
---------- ---------- ---------- ----------- -----------
Balance at December 31, 2000 20,000 20 - (314,900) (314,880)
Net loss - - - (494,816) (494,816)
---------- ---------- ---------- ----------- -----------
Balance at December 31, 2001 20,000 20 - (809,716) (809,696)
Net loss - - - (384,590) (384,590)
---------- ---------- ---------- ----------- -----------
Balance at December 31, 2002 20,000 20 - (1,194,306) (1,194,286)
Reclassification of debt to
equity 43,000 43 1,581,940 - 1,581,983
Net loss - - - (736,364) (736,364)
---------- ---------- ---------- ----------- -----------
Balance at December 31, 2003 63,000 63 1,581,940 (1,930,670) (348,667)
Effect of issuance of common
stock and recapitalization
in reverse acquisition
transaction 25,943,925 25,944 (25,944) - -
Net loss - - - (205,994) (205,994)
---------- ---------- ---------- ----------- -----------
Balance at March 31, 2004 26,006,925 26,007 1,555,996 (2,136,664) (554,661)
Proceeds from issuance of
common stock 603,856 604 301,324 - 301,928
Cancellation of shares (3,502,925) (3,503) 3,503 - -
Net loss - - - (1,592,469) (1,592,469)
---------- ---------- ---------- ----------- -----------
Balance at March 31, 2005 23,107,856 $ 23,108 $1,860,823 $(3,729,133) $(1,845,202)
========== ========== ========== =========== ===========
The accompanying notes are an integral part
of these consolidated financial statements
F-5
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended Three Months Year Ended Inception to
March 31, Ended March December 31, March 31,
2005 31, 2004 2003 2005
----------- ----------- ------------ ------------
Cash flows from operating activities:
Net loss $(1,592,469) $ (205,994) $ (736,364) $(3,729,133)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation expense 8,465 1,273 6,220 40,880
Impairment of loan receivable - - - 130,000
Accrued interest payable converted to
equity - - - 208,405
Expanses paid by shareholder and
affiliate 53,026 - - 53,026
Changes in operating assets and
liabilities:
Increase in accounts receivable (114,257) - - (114,257)
Decrease (increase) in prepaid
expenses and deposits (15,695) 4,408 (24,328) (35,595)
Increase in accounts payable and
accrued liabilities 30,159 22,580 11,307 73,300
Increase in interest payable to
affiliates 69,236 9,453 71,095 84,873
Increase in deferred revenue 35,328 - - 35,328
----------- ---------- ---------- -----------
Net cash used in operating
activities (1,526,207) (168,280) (672,070) (3,253,173)
----------- ---------- ---------- -----------
Cash flows from investing activities:
Purchase of property and equipment (11,440) - (3,497) (50,751)
Loan receivable - - - (130,000)
----------- ---------- ---------- -----------
Net cash used by investing
activities (11,440) - (3,497) (180,751)
----------- ---------- ---------- -----------
Cash flows from financing activities:
Proceeds from issuance of common stock 301,928 - - 301,928
Proceeds from notes payable-other 365,000 - - 365,000
Proceeds from notes payable-shareholder 880,000 - - 880,000
Proceeds from notes payable to affiliates 475,000 156,591 687,000 2,424,191
Principal payments on notes payable to
affiliates (90,000) - - (140,000)
Principal payments on notes payable-other (265,000) - - (265,000)
Principal payments on notes payable-
shareholder (80,000) - - (80,000)
----------- ---------- ---------- -----------
Net cash provided by financing
activities 1,586,928 156,591 687,000 3,486,119
----------- ---------- ---------- -----------
Net increase (decrease) in cash and
cash equivalents 49,281 (11,689) 11,433 52,195
Cash and cash equivalents, beginning of
year 2,914 14,603 3,170 -
----------- ---------- ---------- -----------
Cash and cash equivalents, end of year $ 52,195 $ 2,914 $ 14,603 $ 52,195
=========== ========== ========== ===========
The accompanying notes are an integral part
of these consolidated financial statements
F-6
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Operations and Summary of Significant Accounting Policies
Nature of the Business and Merger
Stanford Capital Corporation (Stanford) was incorporated under the laws
of the State of Delaware on June 11, 1992. During January 2004, Stanford
acquired all of the issued and outstanding shares of common stock of
Skreem Entertainment Corporation (Skreem) in exchange for 22,000,000 post
reverse split shares of common stock, par value $0.001 per share, to the
holders of Skreem's common stock. The transaction is considered a reverse
merger and Skreem became a wholly owned subsidiary of Stanford. Stanford
and Skreem are collectively referred to as "the Company". On March 16,
2004 the Company filed a Certificate of Amendment with the Delaware
Secretary of State changing the Company's name to Skreem Entertainment
Corporation and reverse splitting the Company's shares on a one (1) for
five (5) basis. The financial statements herein reflect the effect of the
reverse stock split. The proforma effects of the reverse merger are not
material to the consolidated financial statements.
Skreem is a development stage company that was incorporated in Nevada on
August 19, 1999. Skreem was formed to promote, finance and manage artists
and projects in the music industry and is located in the State of
Florida.
Basis of Presentation and Consolidation
The consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of
America. The Company has elected to continue the fiscal year of the legal
acquirer (registrant). As the transaction is deemed a reverse merger,
this gives rise to the three month transition period ended March 31,
2004.
The consolidated financial statements include the financial statements of
the Company and its wholly owned subsidiary. All significant intercompany
balances and transactions, including intercompany profits and unrealized
profits and losses are eliminated on consolidation.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash on hand and on deposit at a
major financial institution. The Company considers highly liquid
investments with original maturities of three months or less when
purchased to be cash equivalents.
Advances to Artists
The Company advances monies to artists upon the artist signing the
"Exclusive Recording Artist Agreement." An advance paid to an artist
shall be reported as an asset if the past performance and current
popularity of the artist to whom the advance is made provide a sound
basis for estimating that the amount of the advance will be recoverable
from future royalties to be earned by the artist. Any portion of advances
that subsequently appear not to be fully recoverable from future
royalties to be earned by the artist shall be charged to expense during
the period in which the loss becomes evident.
F-7
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Operations and Summary of Significant Accounting Policies,
Continued
Property and Equipment
Property and equipment are stated at cost. Provisions for depreciation
are computed using the double-declining method based on the estimated
useful lives of the assets, generally three to seven years. Expenditures
that increase the value or extend the life of the asset are capitalized,
while cost of maintenance and repairs are expensed as incurred. Leasehold
improvements are amortized on a straight-line basis over the shorter of
the useful life of the improvement or the term of the lease. When assets
are retired or otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts, and any resulting gain or
loss is recognized.
In accordance with Statement of Financial Accounting Standards (SFAS) No.
144, "Accounting for the Impairment or Disposal of Long-lived Assets,"
the Company examines the possibility of decrease in value of fixed assets
when events or changes in circumstances reflect the fact that their
recorded value may not be recoverable.
Record Masters
A record master borne by the Company is reported as a cost of production
when the past performance and current popularity of the artist does not
provide a sound basis for estimating that the cost will be recovered from
future sales.
Revenue Recognition
Revenue is recognized in accordance with Staff Accounting Bulletin No.
104 (SAB 104) when persuasive evidence of an arrangement exists, the
price to the buyer is fixed or determinable; delivery has occurred or
services have been rendered or the license period has begun; and
collectibility is reasonably assured.
Revenue from the distribution of recordings under license and
distribution agreements is recognized as earned under the criteria
established by Statement of Financial Accounting Standard No. 50.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.
Advertising Costs
All costs related to general advertising are charged to expense as
incurred. For the year ended March 31, 2005, the Company recorded total
advertising expense of $116,046. There were no significant advertising
expenses incurred during the three months ended March 31, 2004 and year
ended December 31, 2003.
F-8
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Operations and Summary of Significant Accounting Policies,
Continued
Operating expenses
Operating expenses include music production costs, artist compensation
costs, and other operating expenses. The Company enters into production,
promotion and related consulting agreements in the ordinary course of
business.
Use of Estimates
The preparation of financial statements in conformity with general
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Income Taxes
From inception of the Company through August 31, 2003, the Company had
elected to be taxed under Subchapter S of the Internal Revenue Code. As a
result, corporate income or loss passes through to the shareholder and
therefore, no provision for federal or state income taxes has been
recorded by the Company. On August 31, 2003, the Company converted
certain debt and accrued interest owed to affiliates to equity. The
affiliates were a corporation and a partnership that made the Company
ineligible to be taxed under subchapter S of the Internal Revenue Code.
Subsequent to August 31, 2003, the Company accounts for income tax using
Statements of Financial Accounting (SFAS) No. 109 "Accounting for Income
Taxes."
Recent Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board, or FASB,
issued Statement of Financial Accounting Standards No. 123R "Share-Based
Payment" (SFAS 123R). This statement revises SFAS No. 123, supercedes APB
No. 25, and requires companies to recognize the cost of employee stock
options and other awards of stock-based compensation based on the fair
value of the award as of the grant date. Currently, this type of
compensation expense is not reflected in the Company's Consolidated
Statements of Operations. The effective date of this pronouncement is as
of the beginning of the first interim or annual period that begins after
December 15, 2005. The Company plans to adopt the requirements of SFAS
123R effective January 1, 2006.
F-9
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Operations and Summary of Significant Accounting Policies,
Continued
Recent Accounting Pronouncements, continued
In December 2004, FASB published the following two final FASB Staff
Positions, effective immediately. FAS 109-1, "Application of FASB
Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on
Qualified Production Activities Provided by the American Jobs Creation
Act of 2004," giving guidance on applying FASB Statement No. 109,
Accounting for Income Taxes, to the tax deduction on qualified production
activities provided by the American Jobs Creation Act of 2004. FAS 109-2
"Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creation Act of 2004" provides
guidance on the Act's repatriation provision. The Company is in the
process of reviewing FAS 109-1 and FAS 109-2; however, at this time the
Company does not believe that the adoption of FAS 109-1 or FAS 109-2 will
have a material impact on its consolidated financial position, results of
operations or cash flows.
In November 2004, FASB Emerging Issues Task Force (EITF) reached a
consensus in applying the conditions in Paragraph 42 of SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets, in
Determining Whether to Report Discontinued Operations" (EITF 03-13).
Evaluation of whether operations and cash flows have been eliminated
depends on whether (1) continuing operations and cash flows are expected
to be generated, and (2) the cash flows, based on their nature and
significance, are considered direct or indirect. This consensus should be
applied to a component that is either disposed of or classified as held
for sale in fiscal periods beginning after December 15, 2004. The Company
does not believe that the adoption of EITF 03-13 will have a material
impact on its consolidated financial position, results of operations or
cash flows.
In November 2004, FASB issued SFAS No. 151, "Inventory Costs - An
Amendment of ARB No. 43, Chapter 4" (SFAS No. 151). SFAS No. 151 amends
the guidance in ARB No. 43, Chapter 4, "Inventory Pricing," to clarify
the accounting for abnormal amounts of idle facility expense, handling
costs, and wasted material (spoilage). Among other provisions, the new
rule requires that items such as idle facility expense, excessive
spoilage, double freight, and rehandling costs be recognized as
current-period charges regardless of whether they meet the criterion of
"so abnormal" as stated in ARB No. 43. SFAS No. 151 is effective for
fiscal years beginning after June 15, 2005 and is required to be adopted
by the Company in the first quarter of fiscal 2006, beginning on January
1, 2006. The Company is currently evaluating the effect that the adoption
of SFAS No. 151 will have on its consolidated financial position, results
of operations and cash flows, but do not expect SFAS No. 151 to have a
material impact.
F-10
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Nature of Operations and Summary of Significant Accounting Policies,
Continued
Going Concern
The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The Company
sustained losses of $1,592,469, $205,994, and $736,364,for the year ended
March 31, 2005, the three months ended March 31, 2004, and the year ended
December 31, 2003 respectively. The Company had an accumulated deficit of
$3,729,133 at March 31, 2005. These factors raise substantial doubt about
the ability of the Company to continue as a going concern for a
reasonable period of time. The Company is highly dependent on its ability
to continue to obtain investment capital and loans from an affiliate and
shareholder in order to fund the current and planned operating levels.
The consolidated 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 and loans from an
affiliate and shareholder 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.
2. Property and Equipment
Property and equipment is comprised of the following at March 31, 2005:
Furniture $ 18,161
Music and computer equipment 28,604
----------
46,765
Less: accumulated depreciation (36,984)
----------
$ 9,871
Depreciation expense was $ 8,465, $1,273, and $6,220, for the year ended
March 31, 2005, the three months ended March 31, 2004, and the year ended
December 31, 2003, respectively.
3. Deposits
At March 31, 2005, the Company had deposits of $15,366 for the rental of
a vehicle and $11,006 for the rental of housing for the Artists and
Manager of "3rd Wish" and "Pat Moe".
F-11
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Income Taxes
From inception of the Company through August 31, 2003, the Company had
elected to be taxed under Subchapter S of the Internal Revenue Code. As a
result, corporate income or loss passes through to the shareholder and
therefore, no provision for federal or state income taxes was recorded by
the Company. On August 31, 2003, the Company converted certain debt and
accrued interest owed to affiliates to equity. The affiliates were a
corporation and a partnership that made the Company ineligible to be
taxed under subchapter S of the Internal Revenue Code. Subsequent to
August 31, 2003, the Company accounts for income tax using Statements of
Financial Accounting (SFAS) No. 109 "Accounting for Income Taxes."
The following table sets forth a reconciliation of federal income tax for
the year ended March 31, 2005, the three months ended March 31, 2004, and
the year ended December 31, 2003:
Year Ended Three Months Year Ended
March 31, Ended March December 31,
2005 31, 2004 2003
---------- ------------ ----------
Loss before income taxes $(1,592,469) $ (205,994) $ (736,364)
----------- ---------- ----------
Income tax benefit computed
at statutory rates (541,439) (70,038) (250,363)
Valuation allowance 540,596 69,322 83,210
Losses passed through to
Shareholders - - 167,153
Permanent differences, non-
deductible expenses 843 716 -
----------- ---------- ----------
Tax benefit $ - $ - $ -
=========== ========== ==========
As of March 31, 2005, the Company has net operating loss carryforwards of
approximately $2,038,613. The carryforwards begin to expire in the year
2023. The Company's net operating loss carry forwards may be subject to
annual limitations, which could reduce or defer the utilization of the
losses as a result of an ownership change as defined in section 382 of
the Internal Revenue Code. The tax effects of the temporary differences
between reportable financial statement income and taxable income are
recognized as a deferred tax asset and liability.
Significant components of the deferred tax assets are set out below along
with a valuation allowance to reduce the net deferred tax asset to zero.
In order to comply with generally accepted accounting principles,
management has decided to establish the valuation allowance because of
the potential that the tax benefits underlying deferred tax asset may not
be realized. Significant components of the Company's deferred tax asset
at March 31, 2005 are as follows:
Net operating loss carryforwards $ (693,128)
Less: valuation allowance 693,128
----------
Net deferred tax assets $ -
==========
F-12
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Notes Payable
Shareholder
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. This note is payable on demand.
During the year ended March 31, 2005, Jeffrey D. Martin loaned the
Company $825,000. The notes are payable on demand and bear interest at
the rate of 8% per year. Accrued interest at March 31, 2005 was $17,144.
Total principal payments of these notes were $80,000 during the year
ended March 31, 2005. The dates and amounts of these individual note
agreements entered into during the year ended March 31, 2005 and
outstanding are as follows:
Date of Note Amount
May 24, 2004 $ 75,000
July 2, 2004 30,000
August 26, 2004 5,000
November 4, 2004 80,000
November 11, 2004 20,000
November 22, 2004 15,000
December 3, 2004 10,000
December 9, 2004 20,000
December 13, 2004 20,000
December 16, 2004 4,000
February 1, 2005 61,000
February 14, 2005 100,000
February 15, 2005 15,000
February 25, 2005 60,000
March 10, 2005 25,000
March 16, 2005 80,000
March 21, 2005 25,000
March 22, 2005 10,000
March 23, 2005 25,000
March 29, 2005 30,000
March 30, 2005 10,000
March 31, 2005 25,000
----------
Total $ 745,000
==========
F-13
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
5. Notes Payable, continued
Affiliates
The Company's Board of Directors held a meeting on August 30, 2003 and
unanimously approved a proposal received from Martin Consultants, Inc. and
JT Investments, Ltd., affiliates of the Company, to convert the debt and
accrued interest owed by the Company to equity. Martin Consultants, Inc.
and JT Investments, Ltd. are 100% and 50%, respectively owned by Jeffrey D.
Martin. The notes payable of $1,373,600 and related accrued interest of
$208,383 were reclassified to equity on August 31, 2003 and Martin
Consultants, Inc. was issued 43,000 shares (pre-merger) of common stock.
On January 27, 2004, the Company borrowed $39,592 from JT Investments.
The note is unsecured, bears interest at the rate of 8% per year and is
payable on demand. The entire principal balance is outstanding at March
31, 2005. The Company recorded interest expense of $564 and $3,167
related to the note for the three months ended March 31, 2004 and year
ended March 31, 2005, respectively.
On November 18, 2004, the Company borrowed $25,000 (unsecured) from
Jeffrey Martin Real Estate Co., a company owned by Jeffrey D. Martin. The
note bears interest at the rate of 8% per year. The note and related
interest expense of $895 were paid during the year ended March 31, 2005.
At March 31, 2005, the balance of notes payable to Martin Consultants,
Inc., a company owned by Jeffrey D. Martin, was $879,028. The notes bear
interest at the rate of 8% per year and are secured by assets of the
Company. The Company recorded interest expense of $ $45,162, $8,248, and
$6,205 related to these notes for the year ended March 31, 2005, the
three months ended March 31,2004 and year ended December 31, 2003,
respectively. The dates and amounts of the individual note agreements
with Martin Consultants, Inc. that remain outstanding at March 31, 2005
are as follows:
Date of Note Amount
December 31, 2003 $ 304,000
January 7, 2004 20,000
February 15, 2004 20,000
February 25, 2004 20,000
March 8, 2004 10,000
March 11,2004 12,000
March 15,2004 10,000
March 24,2004 15,000
March 31, 2004 10,000
April 6, 2004 10,000
April 12, 2004 10,000
July 23, 2004 20,000
July 30, 2004 10,000
January 7, 2005 400,000
March 31, 2005 8,028
----------
Total $ 879,028
==========
F-14
5. Notes Payable, continued
Others
On August 19, 2004 the Company borrowed $200,000 from Sugarcreek Capital,
LLC. The Note was payable on December 30, 2004 and bore interest at the
rate of 8% per year. Jeffrey D. Martin personally guaranteed this note.
The note and related interest expense of $6,000 was paid during January
2005.
On August 3, 2004 the Company borrowed $50,000 under a line of credit
with an individual. Interest on the line of credit varies monthly. The
line of credit is payable on demand and bore interest at a rate of
approximately 6.5% per year during the year ended March 31, 2005. Jeffrey
D. Martin personally guaranteed this line of credit. The line of credit
and related interest expense of $1,619 were paid during February 2005.
On October 4, 2004, the Company borrowed $15,000 from Market Management,
Inc. (MMI). The note is unsecured, payable on demand, and bears interest
at a rate of 6% per year. The balance of the note and related interest
expense of $232 were paid during January 2005.
On January 24, 2005, the Company borrowed $100,000 from MMI. The note is
unsecured, payable on demand and bears interest at a rate of 10% per
year. The Company recognized interest expense of $1,835 during the year
ended March 31, 2005, related to this note.
6. Capital Transactions
The Company has offered a Private Placement Memorandum ("PPM") that
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 120 days. The
Company did extend the offering for 120 days and issued 603,856 shares
with proceeds of $301,928. The Company amended the PPM reducing the share
minimum to 100,000 shares. The offering concluded after the 120 day
extension.
On October 6, 2004 3,502,925 shares of common stock were returned to the
treasury and cancelled.
7. Related Party Transactions
Related party payables at March 31, 2005, consisted of $9,254 for health
insurance as of March 31, 2005. Additionally, notes payable to affiliates
and a major shareholder at March 31, 2005 are presented at Note 5.
The Company promotes an artist who is the son of the Company's major
shareholder. Total advances to the son are approximately $376,756 as of
March 31, 2005.
On March 1, 2003, the Company entered into an agreement with All Star
Consulting that established a fee of $5,000 per month, plus rent of an
apartment and lease of a car, for services rendered as a Manager of
Artists in Germany. Effective January 2005, the agreement was amended to
increase the fee paid to All Star Consulting to $6,500 per month. Tony
Harrison, a Vice President and Director of the Company, owns All Star
consulting. In connection with the agreement, the Company expensed
promotion fees of approximately $64,500, $15,000 and $50,000 for the year
ended March 31, 2005, three months ended March 31, 2004, and the year
ended December 31, 2003, respectively.
8. Operating Leases
The Company leases a vehicle and housing in Germany for the Artists and
Manager of "3rd Wish". Rent expense under these leases was $68,999,
$13,205 and $42,637 for the year ended March 31, 2005, the three months
ended March 31, 2004 and the year ended December 31, 2003 respectively.
F-15
Future minimum non-cancelable lease payments to be made through March 31,
2006 are approximately $68,000 at March 31, 2005.
9. Nu-Sol Agreement And Impairment
During May 2000, the Company entered into a financing agreement with
Nu-Sol Productions, Inc. (NU-SOL). The purpose of the agreement is for
NU-SOL to produce, manufacture, market, and commercially exploit the
first LP by Precious Francis "Precious" entitled "Big Girls Don't Cry"
and singles derived from the LP (the Property). The Company funded costs
and expenses of $130,000 with respect to the production, manufacturing,
marketing, and exploitation of the Property. Under terms established by
the NU-SOL agreement, net revenues are to be distributed first to the
Company, until the Company recoups 100% of the $130,000 advanced plus an
additional $39,000. Thereafter, the Company receives 30% of all net
revenues. The Company originally recorded the advance to NU-SOL as a loan
receivable, but during 2001, the Company deemed the advance uncollectible
and recognized an impairment charge.
10. Distribution And Service Agreements
During May 2004, the company entered into a five and one-half year
Distribution and Service Agreement with Cheyenne Records GmbH (Cheyenne).
The agreement grants Cheyenne certain exclusive rights to distribute and
sell recordings by 3rd Wish in Germany, Switzerland and Austria. Under
the agreement, Cheyenne is to receive a distribution and service fee of
45% of all net receipts (gross receipts less Value Added Tax of
approximately 16%). The agreement requires Cheyenne to perform certain
services including booking commercial concerts and concert tours,
securing personal appearances of "3rd Wish", securing advertising,
endorsements and related activities of "3rd Wish", and music
publishing/sub-publishing throughout the territory. In consideration for
these services except music publishing/sub-publishing, Cheyenne is to
receive 35% of all net receipts paid by third parties. The agreement
provides for the Company/Cheyenne to split music publishing revenues on a
75%/25% basis. Cheyenne reported that as of December 31, 2004
approximately 202,000 copies of the "3rd Wish" recordings had been sold
and the Company recorded license revenue of $115,227 for the year ended
March 31, 2005.
11. License Agreements
On October 11, 2004, the Company entered into a fifteen-year license
agreement with Three8 Music Limited (Three8). The terms of the license
agreement grant Three8 all rights to the single release by "3rd Wish"
entitled "Obsession" in the United Kingdom and Eire, for which the
Company earns royalties of 19% calculated on 100% sales of Three8's
published dealer price less certain packaging deductions. Additionally,
for any third party licensing or digital delivery, the Company is to
receive 50% of Three8's net United Kingdom sourced royalty receipts. In
connection with the license agreement, the Company received a $15,000
advance that was initially recorded as deferred revenue and will be
recognized as revenue as license fees are earned under the agreement. At
March 31, 2005, the accompanying financial statements reflect license
fees of $500 and deferred revenue of $14,500 related to this agreement.
On November 12, 2004, the Company entered into a five year license
agreement with NRJ Music (NRJ). The license agreement grants NRJ the
exclusive right to the audio and/or audiovisual recordings of "3rd Wish"
for the purpose of reproducing them on all media in France, Dom Tom,
Andorra, Monaco, and Belgium. In consideration of the exclusive rights
granted, NJR shall pay the Company a royalty for sales (less returns) of
19-22% in France, Dom Tom, Andorra and Monaco and 13-15% in Belgium. In
addition the Company may earn additional royalties related to phonograms,
videograms, and other digital media as defined in the agreement. In
connection with the license agreement, the Company received a $16,822
advance that was initially recorded as deferred revenue and will be
recognized as revenue as license fees are earned under the agreement. At
March 31, 2005, the accompanying financial statements reflect license
fees of $1,402 and deferred revenue of $15,420 related to this agreement.
F-16
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
11. License Agreements, continued
On November 26, 2004, the Company entered into a five-year license
agreement with Shock Records Pty Ltd (Shock). The license agreement
grants Shock the exclusive right to the single release by "3rd Wish"
entitled "Obsession" in Australia and New Zealand. Under the license
agreement the Company is to receive royalties of 18-22% of net sales,
which excludes any sales tax and includes any discounts. Shock retains
the right to license the recording for third party, compilation and
synchronization use in the territory and the Company shall receive 50% of
any third party income. Shock retains exclusive right to copy, extract,
digitally encode, sell, distribute, and otherwise exploit the recording
in digital format via any interactive technology. In connection with the
license agreement, the Company received a $5,150 advance that was
initially recorded as deferred revenue and will be recognized as revenue
as license fees are earned under the agreement. At March 31, 2005, the
accompanying financial statements reflect license fees of $429 and
deferred revenue of $4,721 related to this agreement.
On December 14, 2004, the Company entered into a three-year license
agreement with NMC Music Ltd. (NMC). The license agreement grants NMC
exclusive rights to the single release by "3rd Wish" entitled "obsession"
in Israel. The Company shall receive royalties of 18% calculated on 100%
of net sales.
On January 17, 2005, the Company entered into a three-year license
agreement with Megaliner Records (Megaliner). The license agreement
grants Megaliner exclusive rights to the single release by "3rd Wish"
entitled "Obsession" including all available remixes. The territories
covered by the license agreement with Megaliner includes Russia,
Azerbaijan, Armenia, Georgia, Moldova, Kazakstan, Krygystan, Tajikistan,
Uzbekistan, Turkmenistan, Ukraine, Republic of Belarus, Lithuania, Lativa
and Estonia. Under the terms of the agreement the Company is to receive
royalties of 20% of the published dealer price with no deductions
allowed. In addition the Company/Megaliner shall split any third party
income and broadcasting income on a 60%/40% basis. In connection with the
license agreement, the Company received an advance of $750 and will
record the advance as revenue as earned under the agreement.
On February 14, 2005, the Company entered into a license agreement with
VIDISCO. The license agreement grants VIDISCO exclusive rights to the
single release by "3rd Wish" entitled "Obsession" in Portugal. The
Company shall receive royalties of 18% calculated on 100% net sales.
F-17
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. Music Video Production Agreements
During the year ended March 31, 2005, the Company entered into Music
Video Production Agreements with 1171 Production Group (Production
Company). Production Company produced music videos embodying performances
by "3rd Wish" and "Pat Moe'. As of March 31, 2005 all contractual
obligations have been completed and the Company recorded total video
production expenses of $406,525 related to these agreements.
13. 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 will 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. 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.
14. Video Ringtone And Promotion Video License Agreement
On March 9, 2005, the Company entered into a Framework Master and Video
Ringtone and Promotion Video License Agreement ( Framework Agreement)
with Jamster International Sarl (Jamster) whereas Jamster desires to
distribute Master Ringtones and Video Ringtones of certain of the
Company's tracks to include excerpts of certain of the Company's
promotion video clips into such television advertising campaigns. The
video description, license period, territory, exclusivity and any other
rights granted to Jamster shall be described in each case by signature of
an individual written order form. The term of the Framework Agreement
shall remain effective unless terminated by either of the parties. In
consideration of the rights granted in the order form(s), Jamster shall
pay the Company for each fully paid and completed download of the
Ringtone in its monophonic, polyphonic Master and Video Ringtone version
a lump sum of $0.40 for Master Ringtones/Video Ringtones and $0.15 for
tones which trigger a new subscription between end user consumer and
distributor as compensation for the use of the video. The Company has not
recorded any revenue related to this agreement. In accordance with SAB
104, the Company will record revenue related to the Framework when the
license revenue is fixed or determinable and collectibility is reasonably
assured.
F-19
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. Publishing Agreement
On January 17, 2002, the Company entered into a publishing agreement with
Broadcast Music, Inc. (BMI) for the period from July 1, 2001 to June 30,
2006. In accordance with the agreement, the Company hereby sells, assigns
and transfers to BMI, its successors or assigns all rights which the
Company owns or acquires publicly to perform, and to license others to
perform, anywhere in the world and part or all musical compositions; the
non-exclusive right to record, and to license others to record, any part
or all of any of the musical compositions on electrical transcriptions,
wire, tape, film or otherwise, but only for the purpose of performing
such musical compositions publicly by means of radio and television or
for archive or audition purposes; and the exclusive right to adapt or
arrange any part or all of any of the musical compositions for
performance purposes, and to license others to do so. As consideration
for all rights granted to BMI hereunder, BMI agrees to pay the Company
upon the basis of current performance rates generally paid by BMI for its
affiliated publishers for similar performances. The Company has not
recorded any revenue related to the agreement. In accordance with SAB No.
104 the Company will record publishing revenues when the revenue is fixed
or determinable and collectibility is reasonably assured.
16. Commitments
Exclusive Artist Recording Agreements
At March 31, 2005, the Company had entered into long-term Exclusive
Artist Recording Agreements with five artists, which include the three
Artists of "3rd Wish", the Artist "PatMoe" and the Artist "Precious Dawn
Francis" for the purpose of engaging the exclusive personal services of
the Artists for making master sound recordings for distribution in any
medium. The territory for the agreements shall be worldwide. All master
recordings made by the Artists during the terms of the agreements shall
be recorded by the Artists on the Company's behalf, and all phonograph
records and related performances shall be the entire property of the
Company; the Company shall have the right to secure sound recording
copyright; and the Company and its licensees shall have the sole and
exclusive right to use the recordings throughout the world or any part
thereof in any mannerit sees fit. The Company may pay all specifically
approved recording costs in connection with the master recordings made
hereunder, and all recording costs shall be deemed fully recoupable
advances to the Artists and shall be deducted from any and all royalties
payable to the Artist by the Company under this or any and all royalties
payable to the Artists by the Company. Any and all monies paid to or on
behalf of the Artists during the term of the agreement shall be fully
recoupable, non-returnable advances unless otherwise expressly agreed in
writing between the Company and the Artists. The Company has the right,
but not the obligation to have the Artists participate in the creation of
music videos and 100% of any and all monies expended by or advanced by
the Company for the production of music videos shall constitute
additional fully recoupable advances hereunder. The Company shall own any
and all rights in and to said music videos in perpetuity.
F-20
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16. Commitments, continued
Exclusive Artist Recording Agreements, continued
In its sole discretion, the Company may choose, at any time during the
term of the agreements, to license master recordings made by the Artists
to third parties on a flat fee or royalty basis, or to enter into a
distribution agreement with a third party distributor for the
distribution of phonograph records embodying master recordings recorded
by the Artists through normal retail channels in the United States and
worldwide. With respect to master recordings of the Artists licensed to
third parties on a flat-fee basis, the Company shall pay the Artists
20-50% of the net amount received by the Company under such license. With
respect to master recordings of the Artists licensed to third parties on
a royalty basis, and with respect to phonograph recordings released
through a distributor selected by the Company, the Company shall pay the
Artists the lesser of 20-50% of the Company's net earned royalty receipts
under such license or distribution agreement, or 20-50% of the basic
album or single rate as defined in the agreements. Further, in its sole
discretion, the Company may choose to commercially release phonograph
records through the Company's own distribution network. In such event,
the Company agrees to pay the Artists royalties based on the basic album
or singe rate as defined in the agreements. For phonograph recordings
that are exported or sold outside the United States and through record
clubs or similar plans, the Artists shall be paid a royalty of 20-50% of
the amounts provided of the above mentioned amounts. In addition, the
Artists may earn royalties related to licenses for musical compositions,
music video licenses and merchandising.
At March 31, 2005, the Artists had earned royalties of approximately
$29,000, based on the year end reported licensing revenues. However, the
Company is not obligated to pay any royalties until total advances to
Artists of $1,140,737 at March 31, 2005 (plus any future advances) have
been recouped.
Music Publishing Agreements
At March 31, 2005, the Company had entered into long-term Music
Publishing Agreements with four individual Writers, which include the
three Artists of "3rd Wish" and the Artist "PatMoe". The Company engaged
the Writers to render the Writer's exclusive services as songwriters and
composers based upon terms and conditions set forth in the agreements. In
accordance with the agreements, the Writers grant all rights to all
musical compositions written or owned by the Writers and all musical
compositions shall be the Company's exclusive property as sole owner. The
Company shall pay royalties to the Writers based on various terms and
conditions set forth in the agreements. There have been no royalties
earned by the writers related to the agreements.
F-21
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16. Commitments, continued
Personal Management Agreement
At March 31, 2005, the Company had entered into long-term Personal
Management Agreements with four Artists, which include the three Artists
of "3rd Wish" and the Artist "PatMoe". The Company accepts the engagement
as the Artists' sole and exclusive personal management company in
connection with all activities in the entertainment industries throughout
the world, including but not limited to their services as musicians,
songwriters, actors, publishers, packagers or performers in any medium
now known or hereafter devised. For personal management services
performed, the Artists agree to pay the Company 15% of all gross
compensation earned or received as a result of activities in the
entertainment industry. However, the Company shall not be entitled to
commissions by the Artists from the sale, license, or grant of any
literary or music rights to the Company or any person, firm, or
corporation owned or controlled by the Company. During the year ended
March 31, 2005, the Company earned commissions of $3,241, all related to
live performances.
17. Supplemental Disclosures Of Cash Flow Information
During the year ended March 31, 2005, approximately $15,000 was paid for
interest. No cash was paid for interest during the three months ended
March 31, 2004 and year ended December 31, 2003.
No cash was paid during the year ended March 31, 2005, three months ended
March 31, 2004, and for the year ended December 31, 2003 for income
taxes.
Non-cash financing transactions:
A reclassification of notes payable and accrued interest to equity of
$1,581,983 was approved by the Board of Directors during 2003 and is
presented at Note 5.
18. Concentrations Of Risk And Major Customer
The Company is economically dependent on an affiliate owned by the
Company's major shareholder.
The Company is dependent on the success of the Artists. The talent would
be difficult to replace.
The license revenues of $115,227 for the year ended March 31, 2005
related to the Distribution and Service Agreement with Cheyenne accounted
for approximately 84% of total revenues.
F-22
SKREEM ENTERTAINMENT CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
19. Comparative Financial Information
The comparative statements of operations for the years ended March 31,
2005 and 2004 are as follows:
2004
2005 (Unaudited)
Revenues $ 120,862 $ 176
Expenses
Operating expenses 1,310,933 588,745
General and administrative expenses 318,150 166,083
------- -------
Loss from operations (1,508,221) (754,652)
Interest expense (84,248) (57,836)
----------- ----------
Net Loss $(1,592,469) $ (812,488)
=========== ==========
Basic and Diluted Loss per share $ (0.06) $ (0.05)
=========== ==========
Basic and Diluted Weighted Average
shares outstanding 24,813,714 16,408,277(1)
=========== ===========
(1) Number of shares outstanding to reflect reverse merger and for
comparison purposes only.
20. Subsequent Events
During April 2005, the Company entered into a 5.5 year Distribution and
Service Agreement with Cheyenne Records GMbH (Cheyenne). The agreement
grants Cheyenne certain exclusive rights to distribute and sell
recordings of the artist "Pat Moe" in Germany, Switzerland and Austria.
Cheyenne is to receive a distribution and service fee of 30% to 36% of
all net receipts (gross receipts less Value Added Tax of approximately
16%). In addition, Cheyenne will perform certain services including
booking commercial concerts and concert tours, securing personal
appearances of "Pat Moe", securing advertising, endorsements, and related
activities of "Pat Moe" and music publishing /subpublishing throughout
the territory. In consideration for these services, except music
publishing/subpublishing, Cheyenne is to receive 15-30% of all net
receipts. The Company/Cheyenne shall split music publishing revenues on a
75%/25% basis.
On June 14, 2005, the Company entered into a business management
agreement with Mr. Andy Lai for services performed in Asia and shall
continue in perpetuity until written notice of termination is given by
either party. Mr. Lai shall act as Business Manager and services shall
include contract negotiations, securing recordings distribution,
arranging live performances and tours, securing of sponsorships, as well
as other business activities that are necessary for the advancement of
the artists that are represented by the Company. The Company agrees to
compensate Mr. Lai ten percent (10%) of the net revenues collected as a
direct result of his negotiations in Asia and should the Company through
its own resources enter into a recording or distribution agreement with a
major company and the agreement includes Asia, Mr. Lai shall be
compensated five percent (5%) of the net revenues resulting from said
agreement.
F-23
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company has had no disagreements with its certified public accountants
with respect to accounting practices or procedures or financial disclosure. The
Company did however change its certifying accountants from David T. Thomson P.C.
to Thomas Leger & Co. LLP in March of 2004, and from Thomas Leger & Co. LLP, to
Ham, Langston & Brezina LLP in January of 2005.
(i) On March 3, 2004, the Registrant dismissed David T. Thomson, PC from its
position as the Company's independent accountants.
(ii) The audit report of David T. Thomson, PC, on April 10, 2003, for the year
ended March 31, 2002 contained no adverse opinion, disclaimer of opinion or
modification of the opinion.
(iii)The Registrant's Board of Directors participated in and approved the
decision to change independent accountants.
(iv) In connection with its audit for the most recent fiscal year and the
interim period until the date of dismissal , there have been no
disagreements with David T. Thomson, PC on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope or
procedure, which disagreement if not resolved to the satisfaction of David
T. Thomson, PC would have caused them to make reference thereto in their
report on the financial statements.
(v) During the most recent fiscal year and the interim period until the date of
dismissal , there have been no reportable events (as defined in Regulation
S-K Item 304 (a)(1)(v)).
(vi) The Registrant requested that David T. Thomson, PC furnish it with a letter
addressed to the SEC stating whether or not it agrees with the above
statements.
(vii)On January 7, 2005, the Registrant dismissed Thomas Leger & Co., LLP from
its position as the Company's independent accountants.
(viii) The audit report of Thomas Leger & Co., LLP, on July 21, 2004, for the
balance sheet as of March 31, 2004, and the related consolidated
statements of operations, shareholders' deficit and cash flows for the
three months ended March 31, 2004 and the years ended December 31, 2003
and 2002 and for the period from August 19, 1999 (date of inception)
through March 31, 2004 contained no adverse opinion, disclaimer of
opinion or modification of the opinion other than the substantial doubt
about the Company's ability to continue as a going concern.
(ix)The Registrant's Board of Directors participated in and approved the
decision to change independent accountants.
(x) In connection with its audit for the most recent fiscal year and the
interim period until the date of dismissal , there have been no
disagreements with Thomas Leger & Co., LLP on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope or
procedure, which disagreement if not resolved to the satisfaction of Thomas
Leger & Co., LLP would have caused them to make reference thereto in their
report on the financial statements.
35
(xi) During the most recent fiscal year and the interim period until the date of
dismissal , there have been no reportable events (as defined in Regulation
S-K Item 304 (a)(1)(v)).
(xii) The Registrant requested that Thomas Leger & Co., LLP furnish it with a
letter addressed to the SEC stating whether or not it agrees with the above
statements
(xiii) New independent accountants
On January 7, 2005, the Registrant engaged Ham, Langston, & Brezina LLP to
audit its financial statements for the year ended March 31, 2005. During
the two most recent fiscal years and through March 31, 2005, the Registrant
has not consulted with Ham, Langston, & Brezina LLP regarding (i) the
application of accounting principles to a specified transaction, either
completed or proposed or the type of audit opinion that might be rendered
on the Registrant's financial statements, and no written report or oral
advise was provided to the Registrant by concluding there was an important
factor to be considered by the Registrant in reaching a decision as to an
accounting, auditing or financial reporting issue; or (ii) any matter that
was either the subject of a disagreement, as that term is defined in item
304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304
of Regulation S-K, or a reportable event, as that term is defined in Item
304 (a)(1)(v) of Regulation S-K.
Item 8A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. Our chief executive
officer and our chief financial officer, after evaluating the effectiveness of
the Company's "disclosure controls and procedures" (as defined in the Securities
Exchange Act of 1934 Rule 13a-14(c) and 15-d-14(c) as of a date (the "Evaluation
Date") within 90 days before the filling date of this quarterly report, have
concluded that as of the Evaluation Date, our disclosure controls and procedures
were adequate and designed to ensure that material information relating to us
and our consolidated subsidiaries would be made known to them by others within
those entities.
(c) Changes in internal controls. There were no significant changes in our
internal controls or to our knowlege, in other factors that could significantly
affect our disclosure controls and procedures subsequent to the Evaluation Date.
Item 8B. Other Information
None
PART III
ITEM 9.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information Regarding Present Directors and Executive Officers
The following table sets forth as of June 29, 2005, the name, age, and
position of each executive officer and director and the term of office of each
director of the Company.
36
Name Age Title Director or Officer Since
------ ----- ------- -------------------------
Charles Camorata 50 President, Chief Executive
Officer and Director 01-31-04
Tony Harrison 41 Vice President and Director 01-31-04
Karen Pollino 53 Secretary / Treasurer
and Director 01-31-04
The following is the business background of each officer and director.
Charles Camorata. Mr. Camorata was a founder of and has been employed by
Skreem Entertainment Corporation since August 1999 and was appointed Chief
Executive Officer and director of the Company on January 31, 2004. From
1980-1999 he was the owner and president of Camorata Productions, Inc. an entity
which composed, arranged and produced music as well as designed audio and visual
systems for theme parks and recording studios. He has composed and published 35
musical arrangements.
Tony Harrison. Mr. Harrison joined Skreem Entertainment Corporation in
August 2003 and was appointed Vice President and director of the Company on
January 31, 2004. Since 1996 he has operated a recording studio just outside
Cologne Germany and produces records in Europe under the "Captain Hollywood"
label.
Karen Pollino. Ms. Pollino joined Skreem Entertainment Corporation in
August 1999 and was appointed Secretary/Treasurer and director of the Company
January 31, 2004. From 1997 to 1999, Ms. Pollino was employed by Martin
Consultants, Inc. as Secretary/Treasurer. From 1990 to 1997 she was employed by
Sorex Medical of Salt Lake City where she had oversight responsibility of
purchasing and customer service.
Except as indicated below, to the knowledge of management, during the past
five years, no present or former director, or executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state insolvency
law, nor had a receiver, fiscal agent or similar officer appointed by a
court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of
such filing, or any corporation or business association of which he was an
executive officer at or within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor
defenses);
(3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) acting as a future commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as
an investment advisor, underwriter, broker or dealer in securities, or
as an affiliate person, director or employee of any investment company
or engaging in or continuing any conduct or practice in connection with
such activity;
(ii) engaging in any type of business practice; or
(iii)engaging in any activity in connection with the purchased or sale of
any security or commodity or in connection with any violation of
federal or state securities laws or federal commodities laws;
37
(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending, or other wise limiting for more than 60 days the right of such
person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated.
(6) was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
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 three 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 March 31, 2005, the end
of the Company's last completed fiscal year):
Name Year Compensation
------- ------- --------------
Charles Camorata 2005 $ 50,000
Kevin Monson * 2004 None
Kevin Monson 2003 None
Kevin Monson 2002 None
* Resigned on January 31, 2004
Cash Compensation
There was no cash compensation, other than the $50,000 compensation to
Charles Camorata paid to any director or executive officer of the Company during
the fiscal years ended March 31, 2005, 2004, and 2003.
Bonuses and Deferred Compensation
None.
Compensation Pursuant to Plans.
None.
Pension Table
None.
Other Compensation
None.
Compensation of Directors.
None.
38
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be
received from the Company, with respect to any person named in Cash Compensation
set out above which in any way result in payments to any such person because of
his resignation, retirement, or other termination of such person's employment
with the Company or its subsidiaries, or any change in control of the Company,
or change in the person's responsibilities following a changing in control of
the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 19, 2005 the name and the number
of shares of the Company's Common Stock, par value $.001 per share, held of
record or beneficially by each person who held of record, or was known by the
Company to own beneficially , more than 5% of the 23,107,856 issued and
outstanding shares of the Company's Common Stock, and the name and shareholdings
of each director and of all officers and directors as a group.
Title of Name of Amount and Nature Percentage
Class Beneficial Owner of Beneficial Ownership (1) of Class
--------- ------------------ ---------------------------- ----------
OFFICERS, DIRECTORS AND FIVE PERCENT SHAREHOLDERS
Common Charles Camorata 200,000 0.9%
Common Tony Harrison 200,000 0.9%
Common Karen Pollino 109,500 0.5%
Common Jeffrey Martin (1) 21,540,156 93.2%
All officers and
Directors as a Group
(3) persons 509,500 2.2%
(1) Includes shares owned by Martin Consultants, Inc. and Am-Pac Investments.
ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's Board of Directors held a meeting on August 30, 2003 and
unanimously approved a proposal received from Martin Consultants, Inc. and JT
Investments, Ltd., affiliates of the Company, to convert the debt and accrued
interest owed by the Company to equity. Martin Consultants, Inc. and JT
Investments, Ltd. are 100% and 50%, respectively owned by Jeffrey D. Martin. The
notes payable of $1,373,600 and related accrued interest of $208,383 were
reclassified to equity on August 31, 2003 and Martin Consultants, Inc. was
issued 43,000 shares (pre-merger) of common stock.
On November 18, 2004, the Company borrowed $25,000 (unsecured) from Jeffrey
Martin Real Estate Co., a company owned by Jeffrey D. Martin. The note bears
interest at the rate of 8% per year. The note and related interest expense of
$895 were paid during the year ended March 31, 2005.
39
Notes payable to shareholders and affiliates consist of the following at March
31, 2005:
Notes payable upon demand to Jeffrey Martin
secured by the assets of the
Company, interest at 8% per annum $ 845,000
Notes payable upon demand to Martin Consultants, Inc., 879,028
secured by the assets of the
Company, interest at 8% per annum
Note payable upon demand to JT Investments, Ltd.,
unsecured, interest at 8% per annum 39,592
---------
$ 1,763,620
Accounts payable due to an affiliate consisted of $9,254 for health insurance as
of March 31, 2005.
The Company promotes an artist who is the son of the Company's major
shareholder. Total advances to the son are approximately $376,756 as of March
31, 2005.
On March 1, 2003, the Company entered into an agreement with All Star Consulting
to establish a fee of $5,000 per month plus rent of an apartment and lease of
a car for services rendered as a Manager of Artists in Germany. Effective
January 1, 2005,the Company amended the agreement to increase the fee paid to
All Star Consulting to $6,500 per month. All Star consulting is owned by Tony
Harrison, who is a Vice President and Director of the Company. In connection
with the agreement, the Company expensed promotion fees of approximately
$64,500, $15,000 and $50,000 for the year ended March 31, 2005, three months
ended March 31, 2004, and the year ended December 31, 2003, respectively.
TRANSACTIONS WITH PROMOTERS
There have been no transactions between the Company and promoters during
the last fiscal year.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Contract with Andy Lai dated June 14, 2005 for Distribution Rights
in Asia
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES
2005 2004
Audit Fees (1) $29,511 $ 17,792
Audit Related Fees(2) - 36,668
Tax Fees - -
All Other Fees ---------- ---------
Total $ 29,511 $ 54,460
========== =========
40
(1) Audit fees consist of fees billed for the audit of the Company's
consolidated financial statements and review of the interim consolidated
financial statements.
(2) Audit related fees consist of fees billed for the audit of Skreem
Entertainment Corporation's prior years financial statements since
inception and related business acquisition and review of proforma
information on Form 8-K and accounting research.
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 dates indicated:
SKREEM ENTERTAINMENT CORPORATION
Date: June 28, 2005 By /s/ Charles Camorata
----------------------------------
Charles Camorata, Principal Executive Officer
Date: June 28, 2005 By /s/ Karen Pollino
----------------------------------
Karen Pollino, Chief Financial Officer
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.
Name Title Date
------- -------- --------
/s/ Charles Camorata
Charles Camorata Principal Executive Officer June 28, 2005
/s/ Karen Pollino
Karen Pollino Chief Financial Officer June 28, 2005
/s/ Tony Harrison
Tony Harrison Vice President & Director June 28, 2005
41
CERTIFICATIONS
I, Charles Camorata, certify that:
1. I have reviewed this annual report on Form 10-KSB of Skreem Entertainment
Corporation;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;
1. The registrant's other certifying officers and I are responsible for
establishing and maintaining 2. 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 annual 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
annual report (the "Evaluation Date"); and
c) presented in this annual 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
annual 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: June 28, 2005
By: /s/ Charles Camorata
------------------------
Charles Camorata
Chief Executive Officer
42
I, Karen Pollino , certify that:
1. I have reviewed this annual report on Form 10-KSB of Skreem Entertainment
Corporation;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual 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 annual 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
annual report (the "Evaluation Date"); and
c) presented in this annual 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
annual 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: June 28, 2005
By: /s/ Karen Pollino
-----------------------
Karen Pollino
Chief Financial Officer
43
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 Annual
Report of Skreem Entertainment Corporation; on Form 10-KSB for the fiscal year
ended March 31, 2004 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-KSB fairly presents in all material respects the financial
condition and results of operations of Skreem Entertainment Corporation.
By: /s/ Charles Camorata
----------------------------
Name: Charles Camorata
Title: Chief Executive Officer
June 28, 2005
44
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 Polino, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual
Report of Skreem Entertainment Corporation; on Form 10-KSB for the fiscal year
ended March 31, 2004 fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-KSB 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
June 28, 2005
45