AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 26, 2005
REGISTRATION NO: 333-124563
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amenment No. 1 to
Form SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SKREEM ENTERTAINMENT CORPORATION
Delaware 7380 33-0565710
-------- -------------- -----------
(State of jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) Number)
11637 Orpington Street, Orlando, Florida 32817
(407) 207-0400
(Address and Telephone Number of Principal Executive Offices,
Principal Place of Business)
Charles Camorata
Chief Executive Officer
11637 Orpington Street, Orlando, Florida 32817
(407) 207-0400
(Name, address and telephone number of agent for service)
Copy to:
Hank Vanderkam, Vanderkam & Associates
1301 Travis, #1200, Houston, TX 77002
(713) 547-8900, (713) 547-8910 fax
Approximate date of commencement of proposed sale to the public: (____________)
Date this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering:
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
CALCULATION OF REGISTRATION
Title of Each Class Amount To Be Proposed Maximum Proposed Maximum Amount of
of Securities To Be Registered Offering Price Per Aggregate Offering Registration Fee
Registered Share Price
--------------------- --------------- ------------------ ------------------- ----------------
2,000,000 $1.00 $2,000,000 $ 200
Common Stock $0.001
par value per share
Common Stock $0.001
par value per share 23,107,856 - $ 0 -
Total 25,107,856 $2,000,000 $200
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there by any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission acting pursuant to said section 8(a),
may determine.
TABLE OF CONTENTS
Part I Information Required in Prospectus
Prospectus Summary 4
Risk Factors 5
Use of Proceeds 7
Determination of Offering Price 8
Dilution 8
Selling Security Holders 9
Plan of Distribution 9
Legal Proceedings 10
Directors, Executive Officers, Promoters and Control Persons 10
Security Ownership of Certain Beneficial Owners and Management 11
Description of Securities 11
Interest of Named Experts and Counsel 12
Disclosure of Commission Position on Indemnification For Securities Act 12
Description of Business 12
Management's Discussion and Analysis or Plan of Operation 15
Description of Property 19
Certain Relationships and Related Transactions 19
Market For Common Equity and Related Stockholder Matters 20
Executive Compensation 21
Financial Statements 22
Changes in and Disagreements With Accountants 45
on Accounting and Financial Disclosure
Part II Information Not Required In Prospectus
Indemnification of Directors and Officers 46
Other Expenses of Issuance and Distribution 48
Recent Sales of Unregistered Securities 48
Exhibits 48
Undertakings 48
Signatures 49
Until _______________, 2005, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealer's obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
PROSPECTUS
2,000,000 Shares
SKREEM ENTERTAINMENT CORPORATION
The registration statement of which this Prospectus is a part relates to the
offer and sale by Skreem Entertainment Corporation, a Delaware corporation
("Skreem," "We," or "Our"), of our securities. Our common stock offered is not
listed on any national securities exchange or the NASDAQ stock market.
This offering and registration consists of 25,107,856 common shares, $.001 par
value per share. 2,000,000 of the 25,107,856 shares will be offered by the
Company for $1.00 per share with the remaining 23,107,856 shares representing
shares currently issued and outstanding as of March 15, 2005 which are being
registered for sale by our stockholders.
Skreem's officers will be marketing these securities on a best efforts basis.
The offering will end one hundred and eighty (180) days after the effective date
of the registration statement. The minimum purchase requirement is 2,000 shares
per investor. Additionally, Skreem will not make arrangements to place the funds
in an escrow, trust or similar account.
Skreem's current shareholders are restricted and will refrain from the sale of
the 23,107,856 issued and outstanding common shares being registered until such
time as the 180 day offering period, beginning with the effective date of this
registration statement, has expired.
Underwriting
Discounts and Offering Net Proceeds
Shares Offering Price Commissions Costs to Skreem
-------------------------------------------------------------------------------
2,000,000 $2,000,000 $0.00 $35,000.00 $ 1,965,000.00
"Per share" $ 1 $0.00 $.035* $ 0.98*
*this figure assumes the entire 2,000,000 shares offered are sold.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY
PERSONS WHO CAN AFFORD A COMPLETE LOSS OF THEIR INVESTMENT. SEE "RISK FACTORS"
BEGINNING ON PAGE 5.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is April 26, 2005
SUMMARY INFORMATION AND RISK FACTORS
PROSPECTUS SUMMARY
This offering consists of 2,000,000 common shares, $.001 par value per share
offer by us for $1.00 per share as well as the registration of 23,107,856 shares
already issued and outstanding. The shares are being marketed on a best efforts
basis by the officers of Skreem. The offering will end one hundred and eighty
(180) days after the effective date of the registration statement, during which
period we will keep this registration statement current by updating the
financial statements, related financial disclosures, and any other updates to
the operations of the Company.
OUR COMPANY
The Company was incorporated in Delaware on June 11, 1992. On May 28, 1998, the
Company changed its name from Plasmatronic Technologies, Inc. to Ecological
Services, Inc. and on January 3, 2003 changed it's 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 and on March 16, 2004, the
Company changed it's name to Skreem Entertainment Corporation. Skreem
Entertainment Corporation promotes, finances and manages artists in the
entertainment industry.
THE OFFERING
As of March 15, 2005 we had 23,107,856 shares of our common stock issued and
outstanding. This offering is comprised of 2,000,000 shares of common stock
being offered by the Company.
FINANCIAL SUMMARY INFORMATION
The following summary financial information and operating data have been derived
from the financial statements of Skreem for the periods indicated. The following
financial data should be read in conjunction with our financial statements and
the notes thereto included elsewhere in this registration statement.
Nine Month Nine Month
Period Ended Period Ended Year Ended
December 31 December 31 December 31 (2)
------------- ------------- ------------
2004 2003 2003
Statements of Operations
Income statement data:
$ 13,961 $ 176 $ 376
Revenues
Expenses 1,166,737 558,287 665,611
Income (loss) from operations (1,152,776) (558,111) (665,235)
Other Income (Expense) (51,282) (48,383) (71,129)
Income (loss) before income taxes (1,204,058) (606,494) (736,364)
Income tax -- -- --
Net income (loss) $ (1,204,058) $(606,494) $ (736,364)
Per share data:
Earnings per share $ (0.05) $ (0.04) $ (0.06)
========== ========== ===========
Weighted average shares outstanding
25,371,995 13,654,545 (1) 12,054,795 (1)
========== =========== ===========
Balance sheet data:
Working capital (deficiency) $(1,485,712) $(376,754) $ (376,754)
Total assets $ 53,884 $ 47,100 $ 47,100
Long term debt $ - $ - $ -
Shareholder Deficit $(1,456,790) $(348,666) $ (348,666)
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(1) Weighted average shares outstanding for the nine months ended and year ended
December 31, 2003 reflects equivalent shares issued for reverse merger
transaction and is for comparative purposes only.
(2) This information reflects the activity of Skreem Entertainment Corporation
prior to the reverse merger with Stanford Capital Corporation. The Company
elected to continue the fiscal year used by the legal acquirer using a year end
of March 31.
RISK FACTORS
THE SECURITIES BEING OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. PROSPECTIVE
INVESTORS SHOULD CONSIDER THE FOLLOWING RISK FACTORS INHERENT IN AND AFFECTING
THE BUSINESS OF THE COMPANY AND AN INVESTMENT IN THE SHARES.
COMPANY RISKS
An investment in our common stock involves certain risks. Prospective investors
should carefully review the following factors, together with the other
information contained in this prospectus, prior to making a decision to invest
in our common stock. The future trading price of shares of our common stock will
be affected by the performance of our business relative to, among other things,
competition, market conditions and general economic and industry conditions.
RISKS RELATED TO OUR FINANCIAL CONDITION AND OUR BUSINESS
Need for additional financing
Our revenue is currently insufficient to cover the costs of our ongoing
promotion and funding of recording talent, our search for additional talent, and
our general operating costs. Our auditors have issued a going concern opinion,
which means that there is substantial doubt that we can continue as an ongoing
business for the next 12 months. Our ability to continue our operations is
dependent on the continued successful signing, licensing, and promoting of
talent and the revenue, and the successful making and marketing of a recording
act.
To the extent such signing and promoting of recording talent produces inadequate
revenues to operate profitably, the Company is dependent on the willingness and
ability of Jeff Martin, a major shareholder, and other affiliates, to continue
funding, through notes payable, our operations, and our ability to obtain
additional sources of financing as discussed below in "Management's Discussion
and Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources." As of the date of this prospectus, our relationship with Mr.
Martin is stable and we have no reason to doubt his willingness to continue
providing additional funding. However, if Mr. Martin discontinues funding our
operations and we are unable to obtain alternative financing when needed on
acceptable terms, if at all, we may be unable to continue our operations.
We may be unable to meet our capital requirements which may slow down or curtail
our business plans.
Since our inception on August 19, 1999 to December 31, 2004, we have suffered
operational losses totaling $3,340,722 and we expect to continue to have
substantial expenditures and working capital needs. If success of our
talent decreases, we experience operating difficulties, or other factors, many
of which are beyond our control, cause our revenues or cash flows from
operations to decrease, we may be limited in our ability to obtain the capital
necessary to complete our search, promotion, and development of talent and
recording acts. We have not thoroughly investigated whether this capital would
be available, who would provide it, and on what terms. If we are unable, on
acceptable terms, to raise the required capital, our business may be seriously
harmed or even terminated.
Revenue from licensing and promoting recording acts and talent often depends on
factors beyond our control.
The profitability of our operations depends upon factors which are beyond our
control, including:
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o File sharing, downloading, and copyright infringement;
o Poor market acceptance of our talent and record releases; and
o Business practices of our competitors in the music industry.
Our success depends on our management team and other key personnel, the loss of
any of whom could disrupt our business operations
Our success will depend on our ability to retain and to attract other
talent for the development of recording acts. We will depend, to a large extent,
on the efforts, musical talent, and continued employment of such personnel and
members of our management team. If members of our management team should resign
or we are unable to attract the necessary talent or recording acts, our business
operations could be adversely affected.
One shareholder owns a significant amount of our common stock, giving him
influence or control in corporate transactions and other matters, and their
interests could differ from those of other shareholders
Jeffrey Martin and Martin Consultants, Inc. own 21,350,000 shares or
approximately 92.4 percent of our outstanding common stock. As a result, he is
in a position to significantly influence or control the outcome of matters
requiring a shareholder vote, including the election of directors, the adoption
of any amendment to our certificate of incorporation or bylaws, and the approval
of mergers and other significant corporate transactions. His control of Skreem
may delay or prevent a change of control on terms favorable to the other
shareholders and may adversely affect the voting and other rights of other
shareholders.
RISKS RELATED TO THIS OFFERING
As there is presently no public market for our common stock and a market may
never develop, investors may be unable to freely sell their securities.
We intend to apply for listing of the securities on the Over the Counter
Bulletin Board ("OTCBB"); however, we cannot assure that we will be able to
obtain such a listing. The over-the-counter market ("OTC") differs substantially
from national and regional stock exchanges because it (1) operates through
communication of bids, offers and confirmations between broker-dealers, rather
than one centralized market or exchange and (2) securities admitted to quotation
are offered by one or more broker-dealers rather than "specialists" which
operate in stock exchanges. To qualify for listing on the OTCBB, an equity
security must have at least one registered broker-dealer, which acts as the
market maker listing bids or ask quotations and which sponsors an issuer
listing. A market maker sponsoring a company's securities is required in order
to obtain listing of securities on any of the public trading markets, including
the OTCBB. We currently do not have a market maker for our securities. If we are
able to obtain a market maker for our securities, we may obtain a listing on the
OTCBB or develop a trading market for our common stock. We may be unable to
locate a market maker that will agree to sponsor our securities. Even if we do
locate a market maker, there is no assurance that our securities will be able to
meet the OTCBB requirements or that the securities will be accepted for an OTCBB
listing.
There can be no assurance that a market for our common stock will be established
or that, if established, such market will be sustained. Therefore, purchasers of
our shares registered hereunder may be unable to sell their securities, because
there may not be a public market for our securities. As a result, you may find
it more difficult to dispose of, or obtain accurate quotes of our common stock.
Any purchaser of our securities should be in a financial position to bear the
risks of losing their entire investment.
Shares of our common stock may be "penny stocks."
If the market price per share of our common stock is less than $5.00, the shares
of our common stock will be "penny stocks" as defined in the Exchange Act. As a
result, an investor may find it more difficult to dispose of or obtain accurate
quotations as to the price of the shares of our common stock being registered
under this prospectus. In addition, the "penny stock" rules adopted by the SEC
under the Exchange Act subject the sale of shares of our common stock to
regulations which impose sales practice requirements on broker-dealers. For
example, broker-dealers selling penny stocks must, prior to effecting the
transaction, provide their customers with a document that discloses the risks of
investing in penny stocks.
6
Furthermore, if the person purchasing the securities is someone other than an
accredited investor or an established customer of the broker-dealer, the
broker-dealer must also approve the potential customer's account by obtaining
information concerning the customer's financial situation, investment experience
and investment objectives. The broker-dealer must also make a determination
whether the transaction is suitable for the customer and whether the customer
has sufficient knowledge and experience in financial matters to be reasonably
expected to be capable of evaluating the risk of transactions in penny stocks.
Accordingly, the SEC's rules may limit the number of potential purchasers of
shares of our common stock. Moreover, various state securities laws impose
restrictions on transferring "penny stocks," and, as a result, investors in our
common stock may have their ability to sell their shares impaired.
The sale of a substantial number of shares of our common stock after this
offering may affect our stock price.
The market price of our common stock could decline as a result of sales of
substantial amounts of common stock in the public market after the closing of
this offering or the perception that substantial sales could occur. These sales
also might make it difficult for us to sell equity securities in the future at a
time and at a price that we deem appropriate.
Our certificate of incorporation and bylaws and the Delaware General Corporation
Law contain provisions that could discourage an acquisition or change of control
of Skreem.
Provisions of our certificate of incorporation and bylaws could make it more
difficult for a third party to acquire control of us. These provisions include a
denial of cumulative voting rights, limitations on shareholder proposals at
meetings of shareholders, and restrictions on the ability of our shareholders to
call special meetings. In addition, the Delaware General Corporation Law imposes
restrictions on mergers and other business combinations between us and any
holder of 15 percent or more of our outstanding common stock.
These provisions of Delaware law and our certificate of incorporation and bylaws
may delay, defer or prevent a tender offer or takeover attempt that a
shareholder might consider in his best interest, including attempts that might
result in a premium over the market price for the common stock.
CAUTION ABOUT FORWARD-LOOKING STATEMENTS
Some of the statements under the captions "Prospectus Summary," "Risk Factors,"
"Use of Proceeds," "Business" and elsewhere in this prospectus are
"forward-looking statements." These forward-looking statements include, but are
not limited to, statements about our plans, objectives, expectations and
intentions and other statements contained in this prospectus that are not
historical facts. When used in this prospectus, the words "anticipates,"
"believes," "continue," "could," "estimates," "expects," "intends," "may,"
"plans," "seeks," "should" or "will" or the negative of these terms or similar
expressions are generally intended to identify forward-looking statements.
Because these forward-looking statements involve risks and uncertainties, there
are important factors that could cause actual results to differ materially from
those expressed or implied by these forward-looking statements, including our
plans, objectives, expectations and intentions and other factors discussed under
"Risk Factors."
USE OF PROCEEDS
All proceeds received by Skreem from the sale of shares will be used for the
general purpose of working capital. Assuming a sales price of $1.00 per share,
the following would be our use of proceeds assuming 25%, 50%, 75% and 100% of
the securities offered being sold.
Amount of Securities Sold 500,000 1,000,000 1,500,000 2,000,000
shares shares shares shares
Gross Proceeds $500,000 $1,000,000 $1,500,000 $2,000,000
======== ========== ========== ==========
Expenses of the Offering $35,000 $35,000 $35,000 $35,000
======= ======= ======= =======
Working Capital $465,000 $965,000 $1,465,000 $1,965,000
======== ======== ========== ==========
7
We anticipate the following detailed uses of working capital as follows:
- Hire additional marketing and promoting staff;
- Purchase additional advertising for artists currently promoted by Skreem;
- Develop website and increase internet presence through purchased marketing;
- Formadditional recording acts through training, coordinating and consulting
with talent acts;
- Service debt with interest payments (the Company anticipates that no
proceeds will be used to retire debt) - Contract with producers,
choreographers, and writers to develop current acts;
We will not receive any proceeds from the sales, if any, of the shares currently
issued and outstanding. The sale of shares currently issued and outstanding will
be restricted until after the 2,000,000 shares offered in this prospectus are
sold or 180 days from the effective date of this registration statement.
DETERMINATION OF OFFERING PRICE
The purpose of this offering is to sell 2,000,000 shares of common stock and to
register our common stock outstanding as of March 15, 2005 for resale by the
selling shareholders. As such the offering price applies to the 2,000,000 shares
offered.
There is no established public market for the common stock being registered. As
such, the offering price was determined arbitrarily. As the Company's
liabilities exceed the Company's assets by approximately 1.45 million dollars at
December 31, 2004, the Company determined that an offering price of $1 per share
with an offering of $2,000,000 shares was necessary to allow the Company to
continue operations, particularly, to allow the Company to continue operations
while maintaining and expanding the search and development of talent acts.
DILUTION
Our net book value (deficit) as of December 31, 2004, with 23,107,856 shares
outstanding, was approximately ($1,456,790) or ($0.06) per share before giving
effect to the offering. Net book value represents the amount of total tangible
assets less total liabilities, divided by the number of shares outstanding.
Assuming the sale of 2,000,000 shares and after deducting offering expenses
estimated at $35,000, our adjusted net book value as of December 31, 2004 would
have been approximately $508,210 or $0.02 per share. This represents an
immediate increase in net book value of $0.08 per share for December 31, 2004 to
the existing shareholders and an immediate dilution in net book value of $0.98
per share for December 31, 2004 to the new investors in the shares in this
offering. The following table illustrates this per share dilution:
(Unaudited)
December 31,
2004
Offering price per share $ 1.00
Net book value per share prior to the offering (.06)
Increase per share attributable to new investors .00
Adjusted net book value per share after the offering .06
Dilution per share to new investors 1.06
Further, assuming the sale of a nominal amount of 100,000 shares, and after
deducting offering expenses estimated at $35,000, our adjusted net book value as
of December 31, 2004 would have been approximately ($1,391,790) or ($0.06) per
share. This represents significant change to the existing shareholders for
December 31, 2004 and an immediate dilution in net book value of $1.06 per share
to the new investors in the shares in this offering. The following table
illustrates this per share dilution:
8
(Unaudited)
December 31
2004
Offering price per share $ 1.00
Net book value per share prior to the offering (.06)
Increase per share attributable to new investors .00
Adjusted net book value per share after the offering (.06)
Dilution per share to new investors 1.06
SELLING SECURITY HOLDERS
The registration includes 23,107,856 shares issued and outstanding in addition
to the 2,000,000 shares offered for sale. The following table sets forth, as of
March 15, 2004 the name, and number of shares of each shareholder holding more
than 5% of the issued and outstanding common stock as well as their position,
office, or other material relationship, with the Company, within the past three
years.
The shareholders will be restricted from the sale of the 23,107,856 shares until
the earlier of the sale of the 2,000,000 shares offered by this prospectus or
the expiration of the 180 day offering period beginning on the effective date of
this registration statement.
Position, office, or
other relationship with
Name Share amount the registrant
----------------- -------------- -------------------------
Jeffrey Martin 21,350,000 Shareholder, promissory
(1) note holder
Charles Camorata 200,000 Director, Chief
Executive Officer
Tony Harrison 200,000 Director
Karen Pollino 100,000 Director, Secretary,
Chief Financial Officer
All others 1,257,856
--------------
--------------
Total 23,107,856
==============
(1) Includes shares owned by Martin Consultants, Inc.
PLAN OF DISTRIBUTION
This offering consists of 2,000,000 common shares, $0.001 par value per share,
offered by us for $1.00 per share in addition to the registration of 23,107,856
shares already issued and outstanding. The shares are offered on a best efforts
minimum / maximum basis by the officers of Skreem. The offering will end one
hundred and eighty (180) days after the effective date of the registration
statement, during which period we will keep this registration statement current
by updating the financial statements, related financial disclosures, and
information on the operations of the Company.
9
Pursuant to the Securities Exchange Act of 1934, any person engaged in a
distribution of the common stock offered by this prospectus may not
simultaneously engage in market making activities for our common stock during
the applicable "cooling off" periods prior to the commencement of the
distribution.
We have advised the shareholders and officers of Skreem, that during the time as
they may be engaged in a distribution of any of the shares we are registering by
the Registration Statement, they are required to comply with Regulation M
promulgated under the Securities Exchange Act of 1934. In general, Regulation M
precludes any selling shareholder, any affiliated purchasers and any
broker-dealer or other person who participates in the distribution from bidding
for or purchasing, or attempting to induce any person to bid for or purchase,
and any security which is the subject of the distribution until the entire
distribution is complete. Regulation M defines a "distribution" as an offering
of securities that is distinguished from ordinary trading activities by the
magnitude of the offering and the presence of special selling efforts and
selling methods. Regulation M also defines a "distribution participant" as an
underwriter, prospective underwriter, broker, dealer, or other person who has
agreed to participate or who is participating in a distribution.
Regulation M prohibits any bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security, except
as specifically permitted by Rule 104 of Regulation M. These stabilizing
transactions may cause the price of the common stock to be higher than it would
otherwise be in the absence of these transactions. We have advised the selling
shareholders that stabilizing transactions permitted by Regulation M allow bids
to purchase our common stock so long as the stabilizing bids do not exceed a
specified maximum, and that Regulation M specifically prohibits stabilizing that
is the result of fraudulent, manipulative, or deceptive practices. The selling
shareholders and distribution participants will be required to consult with
their own legal counsel to ensure compliance with Regulation M.
Subject to any future contingencies, the following table is an itemization of
all expenses that we have incurred or we expect to incur in connection with the
issuance and distribution of the securities being offered hereby. Items marked
with an asterisk (*) represent estimated expenses. We have agreed to pay all the
costs and expenses of this offering.
Item expense
SEC Registration Fee $ 405
Legal Fees and Expenses* 25,000
Printing registration statement and other documents* $ 1,595
Accounting Fees and Expenses* $ 8,000
-------
Total $ 35,000
=======
LEGAL PROCEEDINGS
We are not a party to any pending legal proceeding. We are not aware of any
contemplated legal proceeding by a governmental authority or a private party
involving Skreem.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
Our Bylaws provide that we shall have three directors. Vacancies are filled by a
majority vote of the remaining directors then in office. Our directors and
executive officers are as follows:
Age Positions Held Officer / Director Since
--- -------------- -------------------------
Name
Principal Executive Officer & January 31, 2004
Charles Camorata 51 Director
Tony Harrison 47 Vice President & Director January 31, 2004
Chief Financial Officer &
Karen Pollino 54 Director January 31, 2004
10
The directors named above will serve until the next annual meeting of our
shareholders to be held within six (6) months of the close of our fiscal year or
until a successor shall have been elected and accepted the position. Directors
are elected for one year terms.
Charles Camorata, and Tony Harrison devote 100% of their time in
the development and operation of Skreem, and they do not participate in any
other significant business activities. Karen Pollino provides her services on
an as needed basis.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Title of Name and Amount and Percent of Class
Class Address Nature of Beneficial Owner
of Beneficial Owner
---------- ------------------- ----------- ---------------------
Common Jeff Martin 21,350,000 92.4%
1802 Crescent
Orlando, FL 32817
DESCRIPTION OF SECURITIES
General
Our authorized capital stock consists of 50,000,000 shares of common stock,
par value $0.001 per share, and 1,000,000 shares of preferred stock, par value
$0.001 per share. The following summary of the material matters relating to our
common stock and preferred stock is qualified in its entirety by reference to
our certificate of incorporation and bylaws
Common Stock
As of March 15, 2005, there were 23,107,856 shares of our common stock
outstanding.
The holders of our common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of our shareholders, including the
election of directors, and do not have cumulative voting rights. Subject to
preferences that may be applicable to any then outstanding series of our
preferred stock, holders of our common stock are entitled to receive ratably
such dividends, if any, as may be declared by our board of directors out of
legally available funds. Upon our liquidation, dissolution or winding up, the
holders of our common stock will be entitled to share ratably in the net assets
legally available for distribution to our shareholders after the payment of all
our debts and other liabilities, subject to the prior rights of any series of
our preferred stock then outstanding. The holders of our common stock have no
preemptive or conversion rights or other subscription rights and there are no
redemption or sinking fund provisions applicable to our common stock. All
outstanding shares of our common stock are fully paid and non-assessable.
Preferred Stock
As of March 15, 2005, no shares of our preferred stock were outstanding.
Our board of directors has the authority, without further action by our
shareholders, to provide for the issuance of our preferred stock in one or more
series and to fix the number of shares, designations, preferences, powers and
relative, participating, optional or other special rights and the qualifications
or restrictions on such rights. The preferences, powers, rights and restrictions
of different series of our preferred stock may differ with respect to dividend
rates, amounts payable on liquidation, voting rights, conversion rights,
redemption provisions, sinking fund provisions and purchase funds and other
matters. The issuance of a series of our preferred stock could decrease the
amount of earnings and assets available for distribution to holders of our
common stock or affect adversely the rights and powers, including voting rights,
of the holders of our common stock, and may have the effect of delaying,
deferring or preventing a change in control of us.
11
Provisions having possible anti-takeover effects
Our certificate of incorporation and the bylaws contain provisions that could
have an anti-takeover effect. These provisions may discourage certain types of
transactions that may involve an actual or threatened change of control of
Skreem Entertainment Corporation.
Our board of directors has broad powers to fix by resolution the powers,
preferences and rights of any new series of preferred stock. This power could be
used to create a class of preferred stock that, because of its rights, could
discourage a potential takeover. Additionally, our bylaws give the board of
directors power to fill vacancies on the board without shareholder approval. As
a result, an incumbent board, not a potential bidder, would have control over
board positions in the period between annual meetings of shareholders. Our
bylaws also provide for an advance notice procedure governing business to be
brought before an annual meeting of shareholders, which could discourage a
potential bidder from taking action at a meeting.
We are subject to the provisions of Section 203 of the DGCL. In general, this
statute prohibits a publicly held Delaware corporation from engaging in a
"business transaction" with an "interested stockholder" for a period of three
years after the date that the person became an interested stockholder unless
(with certain exceptions) the business combination or the transaction in which
the person became an interested stockholder is approved in a prescribed manner.
A "business combination" generally includes a merger, asset or stock sale or a
transaction resulting in a financial benefit to the interested stockholder. An
"interested stockholder" generally is a person who, together with affiliates and
associates, owns (or within the three prior years did own) 15 percent or more of
a corporation's outstanding voting stock.
Transfer Agent
The transfer agent for our common stock is OTC stock transfer.
INTEREST OF NAMED EXPERTS AND COUNSEL
Our audited consolidated financial statements included in this prospectus and
elsewhere in the registration statement to the extent and for the periods
indicated in their reports have been audited by Thomas Leger & Co., L.L.P.,
independent public accountants, and are included herein in reliance upon the
authority of said firm as experts giving said reports.
Vanderkam & Associates will pass upon the validity of the common stock offered
hereby for us.
DISCLOSURE OF COMMISSIONS POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore, unenforceable.
DESCRIPTION OF BUSINESS
The Company was incorporated in Delaware on June 11, 1992. On May 28, 1998,
the Company changed its name from Plasmatronic 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 and on March 16, 2004 the
Company changed it's name to Skreem Entertainment Corporation. Skreem
Entertainment Corporation promotes finances and manages artists in the
entertainment industry.
12
Overview
Our business is to search for recording talent and promote and fund.
The making of a recording act
Signing and promoting a recording act falls into two distinct categories. The
first is the process of signing an already established group or artist and
through avenues not readily available to the act, but available to the record
company, promote the act to a level of widespread public recognition. The second
is a company, through auditions and referrals, forms a group or hires an artist
with the goal of achieving wide spread recognition. The principal difference
financially between these alternatives is that an established act will take a
larger percentage of the overall revenues because they absorbed the initial
costs of getting started and promoting themselves before the recording deal
happened, while normally all of the costs involved in developing the second type
of group are borne on by the company which will need to re-coop such costs. From
the company's vantage the second process results in more control over the
product and a larger percentage of the revenues. Examples of the second
categories are the signing groups "Menudo", "New Kids On The Block", and
"O-Town". "Back Street Boys" and "N-Sync" are examples of established acts that
were signed after they were already in existence. These groups mentioned are
examples of the two categories and the Company did not sign, promote or fund
these groups.
For company formed acts, the Company provides the training, coordination and
consultation that it deems necessary to produce a hit record. This includes, but
is not limited to vocal coaching, choreography, fitness training, clothes, hair
design, transportation, living expenses, as well as food and housing if
necessary. In addition, the company finds and contracts with producers and
writers to record songs that fit the style of the act as dictated by the
company. The act records the songs, then performs them live to promote the sales
of the records and increase radio airplay. A video is also made for further
promotion in the television arena. Revenue is generated through record sales,
performance fees, management fees, merchandising such as T-shirts, hats, etc.,
and publishing royalties. This includes publishing royalties that are paid in
the event that the recording(s) are included on any compilations that are
released by any other entity. From these revenues the company's investment is
repaid, after repayment, the remainder is split between the company and the act
by percentages outline in the original recording agreement. All agreements may
be different as to percentages; however, the repayment of all money invested by
the company before any payment is made to the act is standard practice.
In the case of established acts, the process is the same. The main differences
is the revenue split between the act and the company, and creative control. The
established act will always demand a higher percentage of the revenues and more
control over the musical direction of the act and the selection of the material
to be recorded. With new talent, this can be controlled in the first contract
but will undoubtedly be an issue in future negotiations.
Record Sales
Prior to 1997 the record industry enjoyed tremendous success with record sales.
The past six years however have presented a new problem in the form of the
internet. Downloading, also referred to as file sharing, has hurt the record
industry tremendously, especially in the pop music market. If someone wants a
copy of a new song by their favorite artist they can simply sign on to one of
the free file sharing web sites, type in the name of the song, and download it
to their own computer. They can then make a compilation of their favorites, put
the downloaded songs onto a CD and listen to them without the need of paying for
them. This completely bypasses the record company, the publisher, and the
writer, all of whom would normally have received royalties on the sale of those
recordings. Steps are currently being taken by the major record companies
nationwide to stop this practice. In the meantime everyone in the industry is
searching for alternative ways to generate revenue beyond the traditional means
that are outlined.
13
Solutions we have initiated to insulate us from the downloading problem
In the United States we have one federal government that regulates copyrights,
publishing, licensing, patenting, and most intellectual rights' laws for all of
the states collectively. Therefore, when a song is released in the U.S. all
states have the right to airplay and sale of that song as long as they pay the
predetermined royalty rates. These royalties are tracked by and then paid to
performance organizations such as ASCAP and BMI who in turn disburse the money
to their respective members who are listed as either writers or publishers (or
both) of each song. Every writer and publisher in the U.S. must be a member of
one of these organizations to collect royalties on a commercial record release.
These royalties are paid every time a song is played or purchased. This includes
TV themes, Musak (elevator music), night club performances, juke boxes, radio,
etc. There is a different rate for each type of venue, but it applies equally to
all of the states.
In Europe, however, this is not the case. Each country is a governing entity
unto itself. Therefore, when a song is released in Germany, it cannot be played,
reproduced, or sold in Spain unless the company wishing to release it in Spain
pays the license holder of the song a licensing fee for the Spanish rights to
the song. This is the case between all countries except Germany, Austria, and
Switzerland, also known as the "GAS Territory". Through an agreement between
these three countries, recorded and copyrighted materials can be released in all
three without special licensing. Outside of those three, all other countries
must pay a licensing fee.
Because the European countries are small and easily accessible by the general
public, when a song is released in one country its existence becomes known in
other countries very quickly through word of mouth and DJs that travel from
country to country to perform, sometimes during the same weekend. As the
popularity of the song grows it attains a "chart position". A "chart" is a
weekly report that lists songs currently in market order for sales, radio
airplay, and DJ club play. These lists usually consist of the top selling or
played 200 songs. There are DJ club charts, national charts, and radio charts
that report publicly each week. The charts are posted on sites available to
everyone on the internet. A song achieving the TOP 40 of any of these charts is
considered a success and is in position to create future revenues in the areas
of licensing and publishing. A good chart position creates a demand for the song
(and act) in each marketplace. Record companies in each marketplace must then
acquire the license for their country in order to release the song. This is done
by paying the original license holder a fee that is negotiated based on the
song's current popularity, the highest chart position it has attained, and its
predicted future popularity. The result is that the original license holder is
paid a licensing fee by each country that wishes to release the song. Licensing
fees for each song can range from $5,000 to $25,000 and more from each country
depending on the popularity of the song and the act and the size of the country.
Why the European marketplace is ideal for establishing artists in our
target market
Our target market is kids between 12 and 18 years of age, especially girls.
Teenage girls in Europe make up the majority of the record buying public for pop
music. They love American acts and want everything and anything the act has to
offer as far as pictures, shirts, hats, CDs, autographs, etc. Since N-Sync has
stopped touring there, few acts have come out to fill that void. The kids are
hungry for new American talent with a fresh sound.
When developing a recording act in the U.S., the basic process has been the same
for decades. Record a CD of songs then shop the CD to distributors and other
larger record companies for distribution and promotional support. Next a single
is chosen out of the CD of songs; it's released, and followed by the release of
the full CD. If the act doesn't have an entire CD or close to it completed, they
can almost be assured that no one will be interested. Although oversimplified,
this generally is how it works. Producing a CD is expensive and time consuming.
The cost of producing 12 or more songs that will stand up to the quality of
what's currently on the market by established artists can be astronomical.
The European market is just the opposite. The first step in the process is to
record and release a single. This minimizes cost and time. Since this is
established practice, there are limited problems with distribution companies or
record companies (as long as they like the act). It also allows the Company to
test the market as far as musical direction and style before you commit to an
entire CD of material. Then a second single is released. A video is produced for
each single that's simultaneously released. Concurrently, the act will be
performing doing both paid and promotional live performances. Based on the
success of these two releases, the company can then determine whether or not to
take on the expense of a full CD.
14
Our target market are net surfers. By creative use of the internet including a
web site, online promotions such as giveaways, online chats with the act,
contests with prizes such as a chance to spend a day with the act, free
downloads of unreleased songs, etc., interest and record sales grows. One of the
goals of all of this is to create excitement that will result sufficient record
sales to attain a favorable position in the weekly charts because licensing fees
are negotiated according to the popularity of the song, the act, and their
position in the charts. While the act is working its live performances, internet
chats, and recording, the company negotiates licenses with other companies for
other countries. It will always be the license holding company's prerogative to
release any song it owns the license for in any country without any fees. It
will however have to take on the expense of pressing and distribution if that
avenue is chosen, but if the record is a success this will be offset by not
having to split revenues. The company can also enter into a limited partnership
with a different company in each country and share in the profits of the release
while sharing the expenses if it so chooses.
The key element in our strategy
A key element in initiating and successfully implementing a marketing and
development plan such as has been described is someone who knows the marketplace
intimately and is respected by the people who do business in that marketplace.
Tony Harrison our Vice President fits those requirements. He has both American
and German citizenship and has lived in Germany for over 20 years. He's known in
the music industry as "Captain Hollywood". As a performer, he's one of the most
respected in Europe. He has had worldwide hits and has been performing since
1985. He's also worked as a choreographer and /or producer for such acts as
LaToya Jackson, BackStreet Boys, Natural, and O-Town. He's known by everyone in
the record business in Europe and is highly respected for both his success as an
entertainer and his knowledge of the industry since June 2003. As "Captain
Hollywood" he has since had two songs in the top 20 dance charts and in the top
40 national charts. His years of experience in all aspects of the business have
proven invaluable in successfully introducing SKREEM Entertainment to the record
industry in Europe.
Coming to America after European success
The final step is to introduce the act to Americans. This process has been
successfully achieved several times in the past with Back Street Boys, Britney
Spears, N-Sync, and Snap. The act will be polished and roadworthy from time
spent in Europe, and will have already been making money through record sales,
publishing revenues, licensing fees, live performances, and merchandising. Also,
they'll have bragging rights with regards to having "Gold Records" in Europe.
The catch there is that a gold record in the U.S. requires 500,000 copies sold.
In Europe, depending on the country, a gold record can be earned with a few as
25,000 copies sold. American audiences do not generally realize this and assume
that the act has sold many more records than they actually have sold. This is
helpful in the American marketing campaign. They also come to America with many
record industry people, promoters, and managers already aware of them through
industry connections in Europe. This is helpful when arranging for the act to
perform nationally or with an already established American act, which is the
most tried and true way of introducing the act and their songs to the public.
All of this leads to launching a recording act that has the potential of
creating a greater return on a much lower investment than would be necessary to
achieve the same results by starting out in the American market.
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
From the time a record or CD is distributed, to the time the company collects
its share of the proceeds from sale, is approximately nine months. This delay
occurs because, although a record or CD is distributed, a number of records or
CDs are returned and a sale figure cannot be accurately booked as of the date of
distribution. Accordingly, the Company should see a significant increase in
revenues during the quarterly period ending on March 31, 2005 because from July
26, 2004 to November 1, 2004, the Company distributed approximately 207,000
records and CDs of "3rd Wish" recordings. Based on current pricing, the Company
should receive approximately $2.57 per record and/or CD.
15
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
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.
Three Months Ended March 31, 2004 Compared to the Three Months Ended
March 31, 2003
Revenues. The Company had no revenue for the three months ended March 31, 2004
as it prepared for its first recording and record release in the summer. For the
three months ended March 31, 2003, Company had revenue of $200.
Operating Expense. Operating expenses for the three months ended March 31, 2004,
were $149,470, an increase of $65,817 or 78.7% from the $83,653 for the
corresponding period of the prior year. This increase primarily resulted from
travel, housing, and transportation expenses of approximately $89,000 incurred
by "Third Wish" Artists and Manager while on tour in Germany during the three
months ended March 31, 2004. In addition, there was an increase in promotion and
advertising of approximately $17,000. The overall increase is offset by a
decrease in music production costs of approximately $36,000.
General and Administrative Expenses. General and administrative expenses
increased by $21,882 or 508% to $26,186 for the three months ended March 31,
2004 from $4,304 for the corresponding period of the prior year. This increase
is primarily attributable to increased legal and accounting fees of
approximately $19,000.
Salaries and Benefits. Salaries and benefits decreased by $6,997 or 25.1% to
$20,885 for the three months ended March 31, 2004 from $27,882 for the
corresponding period of the prior year. This decrease is attributable to having
less employees during the three months ended March 31, 2004.
Interest Expense. Interest expense decreased by $13,293 or 58.4% to $9,453 for
the three months ended March 31, 2004 from $22,746 for the corresponding period
of the prior year. This decrease is attributable to having more debt outstanding
for the three months ended March 31, 2003.
16
As a result of the foregoing, the net operating loss of the company increased by
$67,609 to $205,994 for the three months ended March 31, 2004.
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002
Revenue. Revenue for the year ended December 31, 2003 decreased by $2,174 or
85.3% to 376 from $2550 for the year ended December 31, 2002. This decrease in
revenues is attributable to a decrease in show income.
Operating Expenses. Operating expenses increased by $281,756 or 149% to 470,331
for the year-ended December 31, 2003 from $188,575 for the year ended December
31, 2002. This increase is primarily attributable to expenses of approximately
$121,000 incurred by "Third Wish" Artists and Manager while on tour in Germany
and promotion and Advertising expenses of approximately $160,000 incurred during
2003.
General and Administrative Expenses. General and administrative expenses
increased by $52,493 or 138% to $90,455 for the year ended December 31, 2003
from $37,962 for the year ended December 31, 2002. This increase is primarily
attributable to an increase in travel expenses of approximately $37,000 and an
increase in professional fees of approximately $17,000.
Salaries and Benefits. Salaries and benefits increased by $16,670 or 18.9% to
$104,825 for the year ended December 31, 2003 from $88,155 for the year ended
December 31, 2002. This increase is primarily attributable to a bonus and
medical insurance coverage of approximately $12,000 and $13,500 respectively for
an officer of the Company. This increase is partially offset by a decrease in
salaries as there were less employees during 2003.
Interest Expense. Interest expense decreased by $1,319 or 1.8% to $71,129 for
the year ended December 31, 2003 from $72,448 for the year ended December 31,
2002. This decrease is attributable to having less debt throughout 2003.
As a result of the foregoing, the net operating loss of the Company increased by
$351,774 to $736,364 for the year ended December 31, 2003 from $384,590 for the
year ended December 31, 2002.
Liquidity and Capital Resources
As of March 31, 2004, the Company had cash of $2,914 and a deficit in working
capital of $581,477.
For the three months ended March 31, 2004, the Company used $168,280 in
operating activities which is primarily due to a net loss of $205,994 offset by
an increase in liabilities of $32,033.
For the year-ended December 31, 2003, the Company used $672,070 in operating
activities, or $365,286 more than the $306,784 used in operating activities for
the year ended December 31, 2002. The principal reasons for the increase in the
cash used in operating activities was the increase in the net operating loss of
$351,774 which was partially offset by changes in operating assets and
liabilities.
There were no cash flows from investing activities for the three months ended
March 31, 2004.
Cash used by investing activities increased by $1,132 to $3,497 for the year
ended December 31, 2003 from $2,365 for the year ended December 31, 2002. All of
the cash used by investing activities in both years was for the purchase of
equipment.
Cash provided by financing activities was $156,591 for the three months ended
March 31,2004. Cash provided by financing activities increased by $381,500 to
$687,000 for the year ended December 31, 2003 from $305,500 for the year ended
December 31, 2002. All of the cash provided by financing activities in all
periods was from proceeds of notes payable to affiliates.
17
Three Month Period Ended December 31, 2004 and 2003
Revenues - The Company recorded revenue of $13,961 for the three months ended
December 31, 2004. The revenue for this period consists of $13,233 from live
performances and $728 from licensing. There was no revenue during the three
months ended December 31, 2003.
Operating expenses - Operating expenses for the three months ended December 31,
2004 were $348,217, an increase of $212,725 or 157% from the $135,492 for the
corresponding period of the prior year. This increase resulted from increased
production expenses related to the Video Shoot and Recordings of $42,313,
increased travel expenses and support for the artists in Germany of $27,359, an
increase in advertising expenses of $54,081, an increase in promotional expenses
of $78,449, and an increase in web related expenses of $10,523.
General and Administrative Expenses - General and administrative expenses
increased by $3,105 or 9.44% to $35,996 for the three months ended December 31,
2004 from $32,891 for the corresponding period of the prior year. This increase
is primarily attributable to an increase in legal and accounting fees of $1,410
and an increase in other general and administrative expenses of $5,138, which
was partially offset by a decrease in depreciation and amortization expense of
$3,443.
Salaries and Benefits - Salaries and benefits for the three months ended
December 31, 2004 were $18,075, a decrease of $2,128 or 10.53% from the $20,203
for the corresponding period of the prior year. This decrease is due to having
fewer employees during the three months ended December 31, 2004.
Interest Expense - Interest expense increased by $18,929 or 349.70% to $24,342
for the three months ended December 31, 2004 from $5,413 for the corresponding
period of the prior year. This increase is attributable to having additional
debt outstanding during the three months ended December 31, 2004.
For Nine Month Period Ended December 31, 2004 and 2003
Revenues - The Company had revenue in the amount of $13,961 for the nine months
ended December 31, 2004. The revenue for this period consists of $13,233 from
live performances and $728 from licensing. For the nine months ended December
31, 2003, the Company had revenues of $176.
Operating expenses - Operating expenses for the nine months ended December 31,
2004 were $942,706, an increase of $503,431 or 115% from the $439,275 for the
corresponding period of the prior year. This increase resulted from increased
production expenses related to the Video Shoot and Recordings of $277,709
increased travel expenses and support for the artists in Germany of $69,316, an
increase in advertising expenses of $116,751, an increase in promotional
expenses of $17,454, and an increase in web related expenses of $22,201.
General and Administrative Expenses - General and administrative expenses
increased by $114,208 or 207.61% to $169,220 for the nine months ended December
31, 2004 from $55,012 for the corresponding period of the prior year. This
increase is primarily attributable to an increase in legal and accounting fees
of $114,424, and an increase in other general and administrative expenses of
$1,309, which was partially offset by a decrease in depreciation and
amortization of $1,525.
Salaries and Benefits - Salaries and benefits for the nine months ended December
31, 2004 were $54,811, a decrease of $9,189 or 14.36% from the $64,000 for the
corresponding period of the prior year. This decrease is due to having fewer
employees during the nine months ended December 31, 2004.
Interest Expense - Interest expense increased by $2,899 or 5.99% to $51,282 for
the nine months ended December 31, 2004 from $48,383 for the corresponding
period of the prior year. This increase is attributable to having additional
debt outstanding for the nine months ended December 31, 2004.
Liquidity and Capital Resources
As of December 31, 2004, the Company had cash of $24,962 and a deficit in
working capital of $1,485,712. This compares with cash of $2,914 and a deficit
in working capital of $581,477 as of March 31, 2004.
18
Cash used in operations increased by $441,341 to $999,328 for the nine months
ended December 31, 2004 from $557,987 for the corresponding period of the prior
year. The increase is principally attributable to an increase in the net loss of
$597,564 which was partially offset by a net increase in the change in accounts
payable and deferred revenue of $111,176 and $31,094, respectively.
Cash used in investment activities for the nine months ended December 31, 2004
was $11,440 for the purchase of equipment. For the nine months ended December
31, 2003, the Company used $1,347 for the purchase of equipment.
Cash provided by financing activities for the nine months ended December 31,
2004 was $1,032,816, $301,929 from the sale of shares, and $799,000 from the
issuance of promissory notes. The Company used 65,000 to repay promissory notes
to affiliates and $3,113 to repay promissory notes to third parties. This
compares with $572,000 of cash being provided from financing activities during
the nine months ended December 31, 2003, all from issuance of promissory notes.
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
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.
DESCRIPTION OF PROPERTY
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).
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 a major shareholder of
the Company. The notes payable and related accrued interest of $1,373,600 and
$208,383, respectively were reclassified to equity on August 31, 2003 and Martin
Consultants, Inc. was issued 43,000 shares (pre-merger) of common stock.
Accounts payable due to an affiliate consisted of $9,254 for health insurance as
of March 31, 2004. Additionally, notes payable due to affiliates as of March 31,
2004 are presented at Note 5 of the March 31, 2004 consolidated financial
statements under "Item 22."
The Company promotes an artist who is the son of the Company's major
shareholder. Total advances to the son are approximately $141,000 as of March
31, 2004.
On November 18, 2004, the Company borrowed $25,000 (unsecured) from Jeffrey
Martin Real Estate Co. The note bears interest at the rate of 8% per annum.
Jeffrey Martin Real Estate Co. is owned by Jeffrey D. Martin, a major
shareholder of the Company.
Since April 6, 2004, the Company has borrowed an additional $50,000 from Martin
Consultants, Inc. The notes bear interest at the rate of 8% per annum. The total
balance of the notes payable to Martin Consultants, Inc. was $471,000 at
December 31, 2004. Martin Consultants, Inc. is owned by Jeffrey D. Martin, a
major shareholder of the Company. The dates and amounts of these individual note
agreements entered into during the nine months ended December 31, 2004 are as
follows:
Date of Note Amount
-------------- -------
April 6, 2004 $10,000
April 12, 2004 10,000
July 23, 2004 20,000
July 30, 2004 10,000
-------
Total $50,000
=======
19
Others
On August 19, 2004 the Company borrowed $200,000 from Sugarcreek Capital, LLC.
The Note is payable on December 30, 2004 and bears interest at the rate of 8%
per annum. The note has been personally guaranteed by Jeffrey D. Martin, a major
shareholder of the Company. Accrued interest as of December 31, 2004 was $5,742.
On August 3, 2004 the Company borrowed $50,000 through a line of credit with an
individual. Interest on the line of credit varies monthly. The amount is payable
on demand and the interest rate was approximately 6.5% at December 31, 2004. The
line of credit has been personally guaranteed by Jeffrey D. Martin, a major
shareholder of the Company.
On October 4, 2004, the Company borrowed $15,000 from Market Management, Inc.
The note is unsecured, payable on demand, and bears interest at the rate of 6%
per annum.
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 and is payable on demand.
Since May 24, 2004 Jeffrey D. Martin, a major stockholder has loaned the Company
$359,000. The notes are payable on demand and bear interest at the rate of 8%
per annum. Accrued interest at December 31, 2004 was $6,467. The dates and
amounts of these individual note agreements entered into during the nine months
ended December 31, 2004 are as follows:
Date of Note Amount
------------- ----------
May 24, 2004 $75,000
July 2, 2004 30,000
July 14, 2004 20,000
August 26, 2004 5,000
October 6, 2004 50,000
October 26, 2004 10,000
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
-------
Total $359,000
========
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
There is no established public trading market for our securities. None of our
common stock is subject to outstanding options or warrants to purchase our
shares. There are 23,107,856 shares of our common stock outstanding, all of
which are restricted securities. The restricted securities as defined under Rule
144 of the Securities Act may only be sold under Rule 144 or otherwise under an
effective registration statement or an exemption from registration, if
available. Rule 144 generally provides that an affiliate, including directors,
officers and control shareholders, who has satisfied a one year holding period
for the restricted securities may sell, within any three month period subject to
certain manner of resale provisions, an amount of restricted securities which
does not exceed the greater of 1% of a company's outstanding common stock or the
average weekly trading volume in such securities during the four calendar weeks
prior to such sale. Sales under Rule 144 must also be made without violating the
manner-of-sale provisions, notice requirements, and the availability of public
information about us. A sale of shares by such security holders, whether under
Rule 144 or otherwise, may have a depressing effect upon the price of our common
stock in any market that might develop.
Penny stock considerations
Our common stock is expected to trade on the over-the-counter electronic
bulletin board or on the Pink Sheets and, therefore, is subject to the
requirements of certain rules promulgated under the Securities Exchange Act of
1934, which require additional disclosure by broker-dealers in connection with
any trades involving a stock defined as a "penny stock". A penny stock is
generally defined as any non-NASDAQ equity security that has a market price of
less than $5.00 per share, subject to certain exceptions.
Such rules require the delivery, prior to any penny stock transaction, of a
disclosure schedule explaining the penny stock market and the risks associated
therewith and impose various sales requirements on broker-dealers who sell penny
stocks to persons other than established customers and "accredited investors".
An accredited investor is generally defined as an investor with a net worth in
excess of $1,000,000, or annual income exceeding $200,000 individually or
$300,000 together with a spouse.
20
Pursuant to Rule 15g-9 of the Securities Exchange Act of 1934, for these types
of transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to the sale. The broker-dealer also must disclose the
commissions payable to the broker-dealer, current bid and offer quotation for
the penny stock and, if the broker-dealer is the sole market-maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. This information must be provided to the customer orally or in
writing before or with the written confirmation of trade sent to the customer.
Monthly statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stocks. The additional burdens imposed upon broker-dealers by such requirements
could, in the event the common stock were deemed to be a penny stock, discourage
broker-dealers from effecting transactions in our common stock which could
severely limit the market liquidity of the common stock.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. Our shares may someday be subject to such penny stock rules
and our shareholders will, in all likelihood, find it difficult to sell their
securities.
No market exists for our securities and there is no assurance that a regular
trading market will develop or if developed will be sustained. A shareholder in
all likelihood, therefore, will not be able to resell the securities referred to
herein should he or she desire to do so. Furthermore, it is unlikely that a
lending institution will accept our securities as pledged collateral for loans
unless a regular trading market develops. There are no plans, proposals,
arrangements or understandings with any person with regard to the development of
a trading market in any of our securities.
As of the date of this registration, we have approximately 110 holders of record
of our common stock. We currently have one class of common stock outstanding and
no preferred shares outstanding.
Transfer agent and registrar
We anticipate the registrar and transfer agent for our common shares will be OTC
stock transfer.
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, 2004, the end
of the Company's last completed fiscal year):
Name Year Compensation
------ ---- ------------
Kevin Monson 2001 None
Kevin Monson 2002 None
Kevin Monson * 2003 None
Charles Camorata 2004 $50,000
Tony Harrison 2004 $60,000
* Resigned on January 31, 2004
Cash Compensation
There was no cash compensation paid to any director or executive officer of
the Company during the fiscal years ended March 31, 2003, 2002, and 2001.
Bonuses and Deferred Compensation
None.
Compensation Pursuant to Plans.
None.
Pension Table
None.
21
Other Compensation
None.
Compensation of Directors.
None.
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.
22
FINANCIAL STATEMENTS
SKREEM ENTERTAINMENT CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Pages
Report of Independent Registered Public Accounting Firm 24
Consolidated Balance Sheet as of March 31, 2004 25
Consolidated Statements of Operations for the three months ended March 31,
2004,years ended December 31, 2003 and 2002 and the
period from inception (August 19, 1999) to March 31, 2004 26
Consolidated Statements of Changes in Shareholders' Deficit
From inception (August 19, 1999) to March 31, 2004 27
Consolidated Statements of Cash Flows for the three months ended March 31,
2004,years ended December 31, 2003 and 2002 and the
period from inception (August 19, 1999) to March 31, 2004 28
Notes to Consolidated Financial Statements 29
Consolidated Condensed Balance Sheet - December 31, 2004 (unaudited) 36
Consolidated Condensed Statements of Operations (unaudited) - For the nine and
three months ended December 31, 2004 and 2003 and for the period from inception
(August 19, 1999) to December 31, 2004 37
Consolidated Condensed Statements of changes in Shareholders' Deficit
(unaudited) - For the period from inception (August 19, 1999) to December 31,
2004 39
Consolidated Condensed Statements of Cash Flows (unaudited) - For the nine
months ended December 31, 2004 and 2003 and for the period from inception
(August 19, 1999) to December 31, 2004 40
Notes to Consolidated Condensed Financial Statements (unaudited) 41
24
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Skreem Entertainment Corporation
We have audited the accompanying consolidated balance sheet of Skreem
Entertainment Corporation and subsidiary (a development stage company) (the
"Company"), 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. 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 financial position of Skreem Entertainment
Corporation and subsidiary as of March 31, 2004 and the results of its
operations, and its cash flows for the three months ended March 31, 2004 and the
years ended December 31, 2003 and 2002 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
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 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
25
SKREEM ENTERTAINMENT CORPORATION
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
MARCH 31, 2004
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,914
--------
Total current assets 2,914
--------
PROPERTY AND EQUIPMENT, net 6,895
DEPOSITS 19,921
--------
TOTAL ASSETS $ 29,730
========
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 43,141
Accrued interest payable to affiliates 15,658
Notes payable to affiliates 525,592
--------
Total current liabilities 584,391
--------
SHAREHOLDERS' DEFICIT
Preferred stock, par value $0.001, 1,000,000
shares authorized, no shares issued and outstanding -
Common stock, par value $0.001, 50,000,000
shares authorized, 26,006,925 shares issued
and outstanding 26,007
Paid-in capital 1,555,996
Deficit accumulated during the development stage (2,136,664)
----------
Total shareholders' deficit (554,661)
----------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $ 29,730
==========
The accompanying notes are an integral part of these consolidated
financial statements
26
SKREEM ENTERTAINMENT CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
Three For the Years Ended August 19, 1999
months ended December 31 (Date of Inception) to
March 31,2004 2003 2002 March 31, 2004
--------------- ------ ------ -----------------
REVENUES $ - $ 376 $ 2,550 $ 2,926
EXPENSES
Operating expenses (149,470) (470,331) (188,575) (1,099,930)
General and administrative expenses (26,186) (90,455) (37,962) (257,962)
Salaries and benefits (20,885) (104,825) (88,155) (422,709)
Impairment of loan receivable - - - (130,000)
--------- --------- ---------- ----------
Loss from operations (196,541) (665,235) (312,142) (1,907,675)
OTHER INCOME (EXPENSE)
Interest expense (9,453) (71,129) (72,448) (228,989)
--------- ---------- ---------- -----------
NET LOSS $ (205,994) $ (736,364) $ (384,590) $ (2,136,664)
BASIC AND DILUTED ========= ========== ========== ===========
LOSS PER SHARE $ (0.01) $ (0.06) $ (0.05)
BASIC AND DILUTED ========= ========== ==========
WEIGHTED AVERAGE
SHARES OUTSTANDING 24,733,180 12,054,795 (1) 7,000,000 (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
27
SKREEM ENTERTAINMENT CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
FROM AUGUST 19, 1999 (DATE OF INCEPTION) TO MARCH 31, 2004
Paid
Common Stock In Retained
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 recapitilization in reverse
acquisition transaction 25,943,925 25,944 (25,944) - -
Net loss - - - (205,994) (205,994)
--------- ---------- -------- -------- ---------
Balance at March 31, 2004 26,006,925 $ 26,007 $1,555,996 $(2,136,664) $ (554,661)
=========== ========== ========== ========= ========
The accompanying notes are an integral part of these consolidated
financial statements
28
SKREEM ENTERTAINMENT CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three August 19, 1999
months ended For the years ended (Date of
December 31, Inception) to
March 31, 2004 2003 2002 March 31, 2004
------------------ ------ ------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (205,994) $(736,364) $(384,590) $(2,136,664)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation expense 1,273 6,220 5,359 32,415
Impairment of loan receivable - - - 130,000
Changes in operating assets and liabilities:
Decrease (Increase) in prepaid expenses 4,408 (4,408) - 20
Increase in other assets - (19,920) - (19,920)
Increase in accounts payable
and accrued liabilities 22,580 11,307 - 43,141
Increase in interest payable to affiliates 9,453 71,095 72,447 224,042
--------- --------- --------- ----------
Total adjustments 37,714 64,294 77,806 409,698
Net cash used in operating activities (168,280) (672,070) (306,784) (1,726,966)
--------- --------- --------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment - (3,497) (2,365) (39,311)
Loan receivable - - - (130,000)
--------- --------- --------- ----------
Net cash used by investing activities - (3,497) (2,365) (169,311)
--------- --------- --------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable to affiliates 156,591 687,000 305,500 1,949,191
Principal payments on notes payable to affiliates - - - (50,000)
--------- --------- --------- ----------
Net cash provided by financing activities 156,591 687,000 305,500 1,899,191
--------- --------- --------- ----------
Net increase (decrease) in cash and cash equivalents (11,689) 11,433 (3,649) 2,914
CASH AND CASH EQUIVALENT AT BEGINING OF YEAR 14,603 3,170 6,819 -
--------- --------- --------- ----------
CASH AND CASH EQUIVALENT AT END OF YEAR $ 2,914 $ 14,603 $ 3,170 $ 2,914
========= ========= ========= ==========
The accompanying notes are an integral part of these consolidated
financial statements
29
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.
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -
Continued Property and equipment
30
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 five 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 recording under license and distribution
agreements is recognized as earned uder 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.
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 is 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 which
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 January 2003, and as revised in December 2003, the Financial Accounting
Standards Board ("FASB") issued Interpretation No.46 ("FIN 46") "Consolidation
of Variable Interest Entities." Until this interpretation, a company generally
included another entity in its consolidated financial statements only if it
controlled the entity through voting interest. FIN 46 requires a variable
interest entity, as defined, to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entity's
activities or entitled to receive a majority of the entity's residual returns.
Certain provisions of FIN 46 were deferred until the period ending after March
15, 2004. The adoption of FIN 46 for provisions effective during 2003 and 2004
did not have a material impact on the Company's financial position, cash flows
or results of operations.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities" ("SFAS 149"), which amends SFAS
133 for certain decisions made by the FASB Derivatives Implementation Group, In
Particular, SFAS 149: (1) clarifies under what circumstances a contract with an
initial net investment meets the characteristic of a derivative, (2) clarifies
when a derivative contains a financing component, (3) amends the definition of
an underlying to conform it to language used in FASB Interpretation No. 45
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others," and (4) amends certain other
existing pronouncements. This Statement is effective for contracts entered into
or modified after June 30, 2003, and for hedging relationships designated after
June 30, 2003. In addition, most provisions of SFAS 149 are to be applied
prospectively. The adoption of SFAS 149 did not have a material impact on the
Company's financial position, cash flows or results of operations.
31
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity" ("SFAS 150").
SFAS 150 changes the accounting for certain financial instruments that under
previous guidance issuers could account for as equity. It requires that those
instruments be classified as liabilities in balance sheets. The guidance in SFAS
150 is generally effective for all financial instruments entered into or
modified after May 31, 2003, and otherwise is effective on July 1, 2003. The
adoption of SFAS 150 did not have a material impact on the Company's financial
position, cash flows or results of operations.
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
$205,994, $736,364, and $384,590 for the three months ended March 31, 2004, and
years ended December 31, 2003, and 2002 respectively. The Company had an
accumulated deficit of $2,136,664 at March 31, 2004. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern for a reasonable period of time. The Company is highly dependent on its
ability to continue to obtain investment capital from an affiliate in order to
fund the current and planned operating levels. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.
The Company's continuation as a going concern is dependent upon its ability to
continue receiving investment capital from an affiliate to complete promotion of
the Company's artists, continue production of music and achieve a level of
success that will enable it to sustain its operations. No assurance can be given
that the Company will be successful in these efforts.
2. PROPERTY AND EQUIPMENT
Property and equipment is comprised of the following at March 31, 2004:
Furniture $18,161
Music equipment 17,164
--------
35,325
Less: accumulated depreciation (28,430)
--------
$ 6,895
========
Depreciation expense was $1,273, $6,220, and $5,359 for the three months ended
March 31, 2004 and for the years ended December 31, 2003 and 2002, respectively.
3. DEPOSITS
At March 31, 2004, the Company had deposits of $15,366 for the rental of a
vehicle and $4,554 for the rental of housing for the Artists and Manager of "3rd
Wish" .
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 is 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 which
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."
32
The following table sets forth a reconciliation of federal income tax for the
three months ended March 31, 2004:
Loss before income taxes $ (205,994)
==========
Income tax benefit computed
at statutory rates (70,038)
Valuation allowance 69,322
Permanent differences, nondeductible
expenses 716
---------
Tax benefit $ -
=========
As of March 31, 2004, the Company has net operating loss carry forwards of
approximately $448,623. The carry forwards 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
Under lying deferred tax asset may not be realized. Significant components of
the Company's deferred tax asset at March 31, 2004 are as follows:
Deferred tax assets 2003
-------
Net operating loss carry forwards $ (152,531)
Less: valuation allowance 152,531
-----------
Net deferred tax assets $ -
===========
5. NOTES PAYABLE TO AFFILIATES
Notes payable to affiliates consist of the following at March 31, 2004:
Notes payable upon demand to Martin Consultants, Inc.,
secured by the assets of the
Company, interest at 8% per annum $ 486,000
Note payable upon demand to JT Investments, Ltd.,
unsecured, interest at 8% per annum 39,592
---------
$ 525,592
=========
33
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 a major shareholder of
the Company. The notes payable and related accrued interest of $1,373,600 and
$208,383, respectively were reclassified to equity on August 31, 2003 and Martin
Consultants, Inc. was issued 43,000 shares (pre-merger) of common stock.
6. RELATED PARTY TRANSACTIONS
Accounts payable due to an affiliate consisted of $9,254 for health insurance as
of March 31, 2004. Additionally, notes payable due to affiliates as of March 31,
2004 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 $141,000 as of March
31, 2004.
7. OPERATING LEASES
The Company leases a vehicle and housing for the Artists and Manager of "3rd
Wish" in Germany. Total rent expense was $13,205 and $42,637 for the three
months ended March 31, 2004 and for the year ended December 31, 2003
respectively. There was no rent expense for the year ended December 31, 2002.
Future minimum non-cancelable lease payments to be made in each of the years
indicated at March 31, 2004 are as follows:
2005 $53,708
2006 12,739
---------
$66,447
=========
8. NU-SOL AGREEMENT AND IMPAIRMENT
During May 2000, the Company entered into a financing agreement with Nu-Sol
Productions, Inc. (N U-SOL). The purpose of the agreement shall be 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 there from
(the Property) and the Company funding the costs and expenses of $130,000 with
respect to the production, manufacturing, marketing, and exploitation of the
Property. All net revenues shall be distributed first to the Company until the
Company recoups 100% of the $130,000 advanced plus an additional $39,000, and
thereafter 30% of all net revenues derived. The Company had originally recorded
the advance to NU-SOL as a loan receivable and during 2001, the Company deemed
the amount advanced uncollectible and recorded an impairment charge.
9. COMMITMENTS
On July 26, 2002, the Company entered into a Music Publishing Agreement, a
Personal Management Agreement and an Exclusive Artist Recording Agreement with
the Artists of "3rd Wish."
Additionally, on July 14, 2003, the Company entered into an Exclusive Artist
Recording Agreement with Precious Dawn Francis.
10. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
No cash was paid during the three months ended March 31, 2004 and for the years
ended December 31, 2003 and 2002 for interest or income taxes.
Non-cash financing transactions:
34
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.
11. CONCENTRATIONS OF RISK
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.
12. COMPARATIVE FINANCIAL INFORMATION
The comparative statements of operations for the three months ended March 31,
2004 and 2003 are as follows:
Three Months ended March
2004 2003
(unaudited)
Revenues $ - $ 200
Expenses
Operating expenses (149,470) (83,653)
General and administrative expenses (26,186) (4,304)
Salaries and benefits (20,885) (27,882)
---------- ----------
Loss from operations (196,541) (115,639)
Interest expense (9,453) (22,746)
---------- ----------
Net Loss $(205,994) $(138,385)
========== ==========
Basic and Diluted Loss
per share $ (0.01) $ (0.02)
======== ========
Basic and Diluted Weighted Average
shares outstanding 24,723,180 7,000,000 (1)
=========== =========
(1) Number of shares outstanding to reflect reverse merger and for comparison
purposes only.
13. CAPITAL STOCK
The authorized capital stock of the Company consists of Preferred Stock
(1,000,000 shares) and Common Stock (50,000,000 shares) with a par value of
$0.001 each. The Board of Directors is authorized, subject to limitations
prescribed by law, to provide for the issuance of the authorized shares of
preferred stock in series, and by filing a certificate pursuant to the
applicable law of the State of Delaware to establish from time to time the
number of shares to be included in each such series and the qualifications,
limitations or restrictions thereof. At March 31, 2004, there were no preferred
shares issued and outstanding, and there were 26,006,925 common shares issued
and outstanding.
14. SUBSEQUENT EVENTS
Private Placement Memorandum
35
The Company has offered a Private Placement Memorandum ("PPM") which offers for
sale a maximum of 3,000,000 and a minimum of 1,000,000 shares of its common
stock, $.001 par value at $.50 per share ("the Offering"). The shares are
offered on a "best efforts" basis. The Offering will be made in reliance upon an
exemption from registration under the federal securities laws provided by
Regulation D as promulgated by the United States Securities and Exchange
Commission ("SEC"). The Offering will terminate upon the earlier of (i) the sale
of the 3,000,000 shares or (ii) May 31, 2004 unless extended by the Company for
sixty days. The Company has issued 553,656 shares with proceeds of $276,828
through July 21,2004.
Distribution and Service Agreement
During May 2004, the Company entered into a 5.5 year Distribution and Service
Agreement with Cheyenne Records GmbH (Cheyenne). The agreement grants Cheyenne
certain exclusive rights to distribute and sell recordings. In addition,
Cheyenne will perform certain services in accordance with the agreement.
Music Video Production Agreement
During May 2004, the Company entered into a Music Video Production Agreement
with 1171 Production Group (Production Company). Production Company will produce
a music video embodying the performance by "3rd Wish". In consideration for
services rendered by Production Company, the Company agrees to pay $100,000 upon
the terms and conditions set forth in the agreement. In connection with the
music video, the Company has agreed to pay $40,000 to a third party for the
performance of "Baby Bash" in the music video.
36
Skreem Entertainment Corporation
(A Development Stage Company)
Consolidated Condensed Balance Sheet
December 31, 2004
(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 24,962
--------
Total Current Assets 24,962
Property and Equipment, net 9,001
Deposits 19,921
--------
Total Assets $ 53,884
========
LIABILITIES AND SHAREHOLDERS ' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities 165,623
Deferred revenue 31,094
Accrued interest payable - shareholder and affiliates 57,477
Notes payable - shareholder 459,000
Notes payable - affiliates 535,593
Notes payable - others 261,887
---------
Total Current Liabilities 1,510,674
Shareholders' Deficit
Prefer red stock, par value $0.001, 1,000,000
shares authorized, no shares issued and outstanding -
Common stock, par value $0.001, 50,000,000
shares authorized, 23,107,856 shares
issued and outstanding 23,108
Additional Paid In Capital 1,860,824
Deficit accumulated in the development stage (3,340,722)
-----------
Total Shareholders' Deficit (1,456,790)
-----------
Total Liabilities and Deficit $ 53,884
===========
The accompanying notes are an integral part of these
condensed financial statements.
37
Skreem Entertainment Corporation
(A Development Stage Company)
Consolidated Condensed Statements of Operations
For Nine Months Ended December 31, 2004 and 2003
And Period from August 19, 1999 (Inception) to December 31, 2004
(Unaudited)
9 Months Ended 9 Months Ended Inception to
December 31, 2004 December 31, 2003 December 31, 2004
------------------ ------------------ ------------------
Revenues $ 13,961 $ 176 $ 16,886
Expenses
Operating expenses 942,706 439,275 2,042,635
General and administrative 169,220 55,012 427,182
Salaries and benefits 54,811 64,000 477,520
Impairment of loan receivable - - 130,000
---------- -------- ---------
Total expense 1,166,737 558,287 3,077,337
---------- -------- ---------
Loss from Operations (1,152,776) (558,111) (3,060,451)
Other Income / (Expenses)
Interest expense (51,282) (48,383) (280,271)
---------- -------- ---------
Net Loss $(1,204,058) $(606,494) $(3,340,722)
========== ========== ==========
Weighted Average Shares
Outstanding 25,371,995 13,654,545 (1)
========== ==========
Loss Per Share - basic and diluted $ (0.05) $ (0.04)
========== ==========
(1) Weighted average shares outstanding for nine
months ended December 31, 2003 reflects equivalent
shares issued for reverse merger transaction and
is for comparative purposes only.
The accompanying notes are an integral part of these
condensed financial statements.
38
Skreem Entertainment Corporation
(A Development Stage Company)
Consolidated Condensed Statements of Operations
For Three Months Ended December 31, 2004 and 2003
(Unaudited)
3 Months Ended 3 Months Ended
December 31, 2004 December 31, 2003
------------------ ------------------
Revenues $ 13,961 $ -
Expenses
Operating expenses 348,217 135,492
General and administrative 35,996 32,891
Salaries and benefits 18,075 20,203
-------- ---------
Total expense 402,288 188,586
-------- ---------
Loss from Operations (388,327) (188,586)
Other Income / (Expenses)
Interest expense (24,342) (5,413)
-------- ---------
Net Loss $(412,669) $(193,999)
======== =========
Weighted Average Shares
Outstanding 23,298,232 22,000,000 (1)
========== ==========
Loss Per Share - basic and diluted $ (0.02) $ (0.01)
========== ==========
(1) Weighted average shares outstanding for three
months ended December 31, 2003 reflects
equivalent shares issued for reverse merger
transaction and is for comparative purposes only.
The accompanying notes are an integral part of these
condensed financial statements.
39
SKREEM ENTERTAINMENT CORPORATION
(A Development Stage Company)
CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
FROM AUGUST 19, 1999 (DATE OF INCEPTION) TO DECEMBER 31, 2004
Paid
Common Stock In Retained
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 1,581,941 - 1,581,984
Net loss - - - (736,364) (736,364)
--------- ---------- ------- --------- ---------
Balance at December 31, 2003 63,000 63 1,581,941 (1,930,670) (348,666)
Effect of issuance of common
stock and 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 1,555,997 (2,136,664) (554,660)
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 - - - (1,204,058) (1,204,058)
-------- --------- --------- --------- ---------
Balance at December 31,
2004 23,107,856 $ 23,108 $1,860,824 $(3,340,722) $(1,456,790)
========= ========= ========= ========= ============
The accompanying notes are an integral part of these condensed
financial statements
40
Skreem Entertainment Corporation
(A Development Stage Company)
Consolidated Condensed Statements of Cash Flows
For Nine Months Ended December 31, 2004 and 2003
And Period from August 19, 1999 (Inception) to December 31, 2004
(Unaudited)
9 Months Ended 9 Months Ended Inception to
December 31, 2004 December 31, 2003 December 31, 2004
---------------- ---------------- -----------------
Cash Flows from Operating Activities
Net Loss $ (1,204,058) $ (606,494) $ (3,340,722)
Adjustments to Reconcile Net Loss to Net Cash
Used in Operating Activities:
Depreciation 9,334 4,665 41,749
Impairment of loan receivable - - 130,000
Accrued interest payable converted to equity - - 208,405
(Increase) Decrease in Operating assets and liabilities:
Prepaid expenses - (4,408) -
Deposits - (19,921) (19,921)
Accounts payable 122,482 11,306 165,624
Deferred revenue 31,094 - 31,094
Accrued interest payable 41,820 56,865 57,477
-------- -------- ---------
Total Adjustments 204,730 48,507 614,428
-------- -------- ---------
Net Cash Used in Operating Activities (999,328) (557,987) (2,726,294)
Cash Flows from Investing Activities
Payments for purchase of equipment (11,440) (1,347) (50,751)
Loan receivable - - (130,000)
-------- -------- ---------
Net Cash Used in Investing Activities (11,440) (1,347) (180,751)
Cash Flows from Financing Activities
Proceeds from issuance of stock 301,929 - 301,929
Proceeds from notes payable - other 265,000 - 265,000
Proceeds from notes payable - shareholder 459,000 - 459,000
Proceeds from notes payable - affiliates 75,000 572,000 2,024,191
Principal payments on notes payable to others (3,113) - (3,113)
Principal payments on notes payable to affiliates (65,000) - (115,000)
-------- -------- --------
Net Cash Provided by Financing Activities 1,032,816 572,000 2,932,007
Net increase in cash and cash equivalents 22,048 12,666 24,962
Cash and cash equivalents at beginning of period 2,914 1,936 -
-------- -------- ---------
Cash and cash equivalents at end of period $ 24,962 $ 14,602 $ 24,962
======== ======== =========
The accompanying notes are an integral part of these
condensed financial statements.
41
Skreem Entertainment Corporation
Notes to the Unaudited Consolidated Condensed Financial Statements
From August 19, 1999 (Date of Inception) to December 31, 2004
Note 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements of Skreem
Entertainment Corporation have been prepared in accordance with accounting
principles generally accepted in the United States of America for interim
financial information and with the instructions to Form 10QSB and Item 310(b) of
Regulation S-B. They do not include all of the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, considered
necessary for a fair presentation, have been included in the accompanying
unaudited consolidated financial statements.
Operating results for the periods presented are not necessarily indicative of
the results that may be expected for the full year.
These unaudited consolidated condensed financial statements should be read in
conjunction with the consolidated financial statements and footnotes, which are
included as part of the consolidated financial statements as of March 31, 2004.
Note 2 - ACCOUNTING POLICY FOR REVENUE RECOGNITION
Revenue is recognized in accordance with Staff Accounting Bulletin No. 104 (SAB
104) when persuasive evidence of an arrangement exists, the price to the buyer
is fixed or determinable; delivery has occurred or services have been rendered
or the license period has begun; and collectibility is reasonably assured.
Revenue from the distribution of recordings under license and distribution
agreements is recognized as earned under the criteria established by Statement
of Financial Accounting Standard No 50. Revenue is generally recognized when the
Company receives an "accounting" of recordings sold with payment from the
licensee. In the event the Company has not received an "accounting" from the
licensee and if the Company has information related to the licensed use of
recordings that would result in the revenue being fixed and determinable, and
collection is reasonably assured, then revenue is recognized in the periods in
which the license revenue is earned. Minimum guarantees (advances) received from
licensees are recorded as deferred revenue and are amortized over the
performance period, which is generally the period covered by the agreement.
Note 3 - NOTES PAYABLE
Shareholder
On May 26, 2004 the Company borrowed $100,000 from Sugarcreek Capital, LLC. The
terms of the note call for repayment of $104,000 on or before July 30, 2004. As
security for the loan, Jeffrey D. Martin, a major stockholder, put up his 1/3
interest in Osceola Partners. On August 19, 2004 the note payable to Sugarcreek
Capital, LLC was transferred to Jeffrey D. Martin, a major stockholder, in
exchange for his 1/3 interest in Osceola Partners and is payable on demand.
Since May 24, 2004 Jeffrey D. Martin, a major stockholder has loaned the Company
$359,000. The notes are payable on demand and bear interest at the rate of 8%
per annum. Accrued interest at December 31, 2004 was $6,467. The dates and
amounts of these individual note agreements entered into during the nine months
ended December 31, 2004 are as follows:
Date of Note Amount
------------- ----------
May 24, 2004 $75,000
July 2, 2004 30,000
July 14, 2004 20,000
August 26, 2004 5,000
October 6, 2004 50,000
October 26, 2004 10,000
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
-------
Total $359,000
========
42
Affiliates
On November 18, 2004, the Company borrowed $25,000 (unsecured) from Jeffrey
Martin Real Estate Co. The note bears interest at the rate of 8% per annum.
Jeffrey Martin Real Estate Co. is owned by Jeffrey D. Martin, a major
shareholder of the Company.
Since April 6, 2004, the Company has borrowed an additional $50,000 from Martin
Consultants, Inc. The notes bear interest at the rate of 8% per annum. The total
balance of the notes payable to Martin Consultants, Inc. was $471,000 at
December 31, 2004. Martin Consultants, Inc. is owned by Jeffrey D. Martin, a
major shareholder of the Company. The dates and amounts of these individual note
agreements entered into during the nine months ended December 31, 2004 are as
follows:
Date of Note Amount
-------------- -------
April 6, 2004 $10,000
April 12, 2004 10,000
July 23, 2004 20,000
July 30, 2004 10,000
-------
Total $50,000
=======
Others
On August 19, 2004 the Company borrowed $200,000 from Sugarcreek Capital, LLC.
The Note is payable on December 30, 2004 and bears interest at the rate of 8%
per annum. The note has been personally guaranteed by Jeffrey D. Martin, a major
shareholder of the Company. Accrued interest as of December 31, 2004 was $5,742.
On August 3, 2004 the Company borrowed $50,000 through a line of credit with an
individual. Interest on the line of credit varies monthly. The amount is payable
on demand and the interest rate was approximately 6.5% at December 31, 2004. The
line of credit has been personally guaranteed by Jeffrey D. Martin, a major
shareholder of the Company.
On October 4, 2004, the Company borrowed $15,000 from Market Management, Inc.
The note is unsecured, payable on demand, and bears interest at the rate of 6%
per annum.
Note 4 - GOING CONCERN
The accompanying financial statement has been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company sustained losses of $1,204,058, at
December 31, 2004. The Company had an accumulated deficit of $3,340,722 at
December 31, 2004. These factors raise substantial doubt about the ability of
the Company to continue as a going concern for a reasonable period of time. The
Company is highly dependent on its ability to continue to obtain investment
capital and loans from an affiliate and major shareholder in order to fund the
current and planned operating levels. The financial statements do not include
any adjustments relating to the recoverability and classification of recorded
asset amounts or the amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern. The
Company's continuation as a going concern is dependent upon its ability to
continue receiving investment capital from an affiliate and obtaining loans to
complete promotion of the Company's artists, continue production of music and
achieve a level of success that will enable it to sustain its operations. No
assurance can be given that the Company will be successful in these efforts.
43
Note 5 - PRIVATE PLACEMENT MEMORANDUM
The Company has offered a Private Placement Memorandum ("PPM") which offers for
sale a maximum of 3,000,000 and a minimum of 1,000,000 shares of its common
stock, $.001 par value at $.50 per share ("the Offering"). The shares are
offered on a "best efforts" basis. The Offering will be made in reliance upon an
exemption from registration under the federal securities laws provided by
Regulation D as promulgated by the United States Securities and Exchange
Commission ("SEC"). The Offering will terminate upon the earlier of (i) the sale
of the 3,000,000 shares or (ii) May 31, 2004 unless extended by the Company for
one hundred and twenty days. The company 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.
Note 6 - DISTRIBUTION AND SERVICE AGREEMENT
During May 2004, the company entered into a 5.5 year Distribution and Service
Agreement with Cheyenne Records GmbH (Cheyenne). The agreement grants Cheyenne
certain exclusive rights to distribute and sell recordings in Germany,
Switzerland and Austria . Cheyenne shall receive a distribution and service fee
of 45% of all net receipts (gross receipts less Value Added Tax of approximately
16%). In addition, Cheyenne will perform certain services including booking
commercial concerts and concert tours, securing personal appearances of "3rd
Wish", 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 shall
receive 35% of all net receipts paid by third parties. The Company/Cheyenne
shall split music publishing revenues on a 75%/25% basis. Cheyenne reported that
as of December 31, 2004 approximately 207,000 copies of the "3rd Wish"
recordings had been shipped. As of December 31, 2004 and through the date of the
10QSB filing, Cheyenne has not provided the Company with an accounting;
therefore, no revenue has been recognized in connection with the copies shipped.
Note 7 - LICENSE AGREEMENTS
On October 11, 2004, the Company entered into a fifteen year license with Three8
Music Limited (Three8). The license agreement grants Three8 all rights to the
single release by "3rd Wish" entitled "Obsession" in the United Kingdom and
Eire. The Company shall receive royalties of 19% calculated on 100% sales of
Three8's published dealer price less certain packaging deductions. In addition,
for any third party licensing or digital delivery, the Company shall receive 50%
of Three8's net royalty receipts received by Three8 in the United Kingdom. In
connection with the license agreement, the Company received an advance of
$15,000. The Company initially recorded the advance as deferred revenue and will
recognize the advance as revenue as the license fees are earned under the
agreement. At December 31, 2004, the Company recorded deferred revenue and
license fees of $167 and $14,833 respectively 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
an advance of $16,822. The Company initially recorded the advance as deferred
revenue and will recognize the advance as revenue as the license fees are earned
under the agreement. At December 31, 2004, the Company recorded deferred revenue
and license fees of $561 and $16,261, respectively related to this agreement.
44
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. The Company shall receive royalties of 18-22% of the
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.
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.
Note 8 - MUSIC VIDEO PRODUCTION AGREEMENTS
During May 2004, the Company entered into a Music Video Production agreement
with 1171 Production Group (Production Company). Production Company produced a
music video embodying the performance by "3rd Wish". In consideration for
services rendered by Production Company, the Company agreed to pay $100,000 upon
the terms and conditions set forth in the agreement. In connection with the
music video, the Company has agreed to pay $40,000 to a third party for the
performance of "Baby Bash" in the music video. As of December 31, 2004, all
contractual obligations have been completed and the Company recorded video
production expenses of $140,000 related to this agreement.
On September 14, 2004, the Company entered into a music video production
agreement with 1171 Production Group (Production Company). Production Company
produced a music video embodying the performance by "3rd Wish" of the musical
composition entitled "Nina". In consideration for services rendered by
Production Company the Company has agreed to pay $116,525 upon the terms and
Conditions set forth in the agreement. As of December 31, 2004, all contractual
obligations have been completed and the Company recorded video production
expenses of $116,525 related to this agreement.
Note 9 - 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 during the nine months ended
December 31, 2004. In accordance with SAB 104, the Company will record revenue
related to the Content License Agreement when the license revenue is fixed or
determinable and collectibility is reasonably assured.
Note 10 - COMMON STOCK
On October 6, 2004, 3,502,925 shares of common stock were returned to the
treasury and cancelled.
Note 11 - MAJOR CUSTOMERS
During the three and nine months ended December 31, 2004 the Company had three
customers who individually accounted for over 10% of the Company's total
revenues as follows:
Customer A 50%
Customer B 30%
Customer C 15%
45
Note 12 - SUBSEQUENT EVENTS
On January 6, 2005, the Company entered into a Music Publishing Agreement, a
Personal Management Agreement and an Exclusive Artist Recording Agreement with
Patrick Williams, an artist also known as "PATMOE".
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. The Company shall 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 broadcasing income on a
60%/40% basis.
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 Thomas Leger & Co.
LLP to Ham, Langston, & Brezina, LLP.
The audit report of Thomas Leger & Co. LLP, on July 21, 2004, for the year ended
March 31, 2004 contained no adverse opinion, disclaimer of opinion or
modification of the opinion other than Thomas Leger & Co. LLP did qualify its
opinion and stated its substantial doubt about the company's ability to continue
as a going concern.
The Registrant's Board of Directors participated in and approved the decision to
change independent accountants.
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.
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)).
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 the date of engagement, 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 advice 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.
On March 3, 2004, the Registrant dismissed David T. Thomson, PC from its
position as the Company's independent accountants.
The audit report of David T. Thomson, PC, on April 18, 2002, for the year ended
March 31, 2002 contained no adverse opinion, disclaimer of opinion or
modification of the opinion.
46
The Registrant's Board of Directors participated in and approved the decision to
change independent accountants.
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.
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)).
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.
On May 3, 2004, the Registrant engaged Thomas Leger & Co. LLP to audit its
financial statements for the year ended March 31, 2003. During the two most
recent fiscal years and through the date of engagement, the Registrant has not
consulted with Thomas Leger & Co. 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.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Articles of Incorporation provide that, to the fullest extent permitted by
law, none of our directors or officers shall be personally liable to us or our
shareholders for damages for breach of any duty owed to our shareholders or us.
Florida law provides that a director shall have no personal liability for any
statement, vote, decision or failure to act, regarding corporate management or
policy by a director, unless the director breached or failed to perform the
duties of a director. A company may also protect its officers and directors from
expenses associated with litigation arising from or related to their duties,
except for violations of criminal law, transactions involving improper benefit
or willful misconduct. In addition, we shall have the power, by our by-laws or
in any resolution of our stockholders or directors, to undertake to indemnify
the officers and directors of ours against any contingency or peril as may be
determined to be in our best interest and in conjunction therewith, to procure,
at our expense, policies of insurance. At this time, no statute or provision of
the by-laws, any contract or other arrangement provides for insurance or
indemnification of any of our controlling persons, directors or officers that
would affect his or her liability in that capacity.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, or persons controlling us pursuant
to the foregoing provisions, we have been informed that, in the opinion of the
SEC, that type of indemnification is against public policy as expressed in the
Act and is therefore unenforceable.
There is no pending litigation or proceeding involving any of our directors or
officers as to which indemnification is being sought, nor are we aware of any
pending or threatened litigation that may result in claims for indemnification
by any director or officer.
47
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Subject to any future contingencies, the following table is an itemization of
all expenses that we have incurred or we expect to incur in connection with the
issuance and distribution of the securities being offered hereby. Items marked
with an asterisk (*) represent estimated expenses. We have agreed to pay all the
costs and expenses of this offering.
Item expense
SEC Registration Fee $ 405
Legal Fees and Expenses* 25,000
Printing registration statement and other documents* $ 1,595
Accounting Fees and Expenses* $ 8,000
-------
Total $ 35,000
=======
*Estimated Figures
RECENT SALES OF UNREGISTERED SECURITIES
There were no sales of unregistered securities recently.
EXHIBITS
Exhibit Number Exhibit Description
1.1 Articles of Incorporation
1.2 Bylaws
5.1* Legal Opinion of Vanderkam & Associates
23.1* Consent of Thomas Leger, Certified Public Accountants
23.2 Consent of Vanderkam & Associates included in Exhibit 5.1
* Previously filed
UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
a. Include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
b. Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement;
c. Include any additional or changed material information on the plan of
distribution.
2. That, for determining liability under the Securities Act, to treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
3. To file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
48
5. In the event that a claim for indemnification against such liabilities, other
than the payment by the Registrant of expenses incurred and paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding, is asserted by such director, officer or controlling
person in connection with the securities being registered hereby, the registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing of Form SB-2 and authorized this registration
statement to be singed on its behalf by the undersigned, in the City of Orlando,
State of Florida on April ___, 2005.
/s/ Charles Camorata
-----------------------------
Date: April 27, 2005 By: Charles Camorata,
President and Chief Executive Officer
Date: April 27, 2005 /s/ Karen Pollino
-----------------------------
By: Karen Pollino,
Chief Financial Officer
In accordance with the requirements of the Securities act of 1933, this
registration statement was signed by the following persons in the capacities and
on the date stated.
SIGNATURE TITLE DATE
---------- ----- -----
/s/ Charles Camorata President/Director April 27, 2005
--------------------
Charles Camorata
/s/ Karen Pollino CFO/ Director April 27, 2005
-----------------
Karen Pollino
49