SCHEDULE 14C INFORMATION
(Rule 14c-101)
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Filed by the Registrant [X] Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SKREEM ENTERTAINMENT CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
--------------------------------
INFORMATION STATEMENT
TO STOCKHOLDERS
OF
SKREEM ENTERTAINMENT CORPORATION
11637 Orpington Street
Orlando, Florida 32817
--------------------------------
THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY
THE BOARD OF DIRECTORS OF THE COMPANY.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED
NOT TO SEND US A PROXY.
This Information Statement is furnished to holders of shares of common
stock, $0.0001 par value (the "Common Stock"), of SKREEM ENTERTAINMENT
CORPORATION (the "Company") to notify such stockholders that on or about
November 1, 2006, the Company received written consents in lieu of a meeting of
stockholders from holders of a majority of the shares of Common Stock
representing in excess of 50.1 % of the total issued and outstanding shares of
voting stock of the Company (the "Majority Stockholders") approving the
Certificate of Amendment to the Certificate of Incorporation of the Company,
pursuant to which the Company's name will change to "SKRM Interactive Inc." (the
"Name Change").
The Company shall declare a stock dividend of its subsidiary, Skreem
entertainment Corporation of one (1) share for each share owned as of the record
date. This means that for every one (1) share owned in the Company, you will be
issued one new share in the subsidiary. The dividend has been declared with a
record date of November 30, 2006, and an effective as soon as possible
thereafter. The Board of Directors has determined that the operations that made
up the Company would be better off in a separate company, with its own goals,
while the Company concentrates its efforts on other media related business.
This Information Statement describing the approval of the Name Change and
Stock Dividend (the "Stockholder Matters") is first being mailed or furnished to
the Company's stockholders on or about December 11, 2005, and such matters shall
not become effective until at least 10 days thereafter. Expenses in connection
with the distribution of this Information Statement will be paid by the Company
and are anticipated to be less than $7,500.
The Board of Directors knows of no other matters other than those
described in this Information Statement which have been recently approved or
considered by the holders of a majority of the shares of the Company's voting
stock.
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OUTSTANDING VOTING SECURITIES
As of November 30, 2006 (the "Record Date"), out of the 75,000,000 shares
of Common Stock authorized there were 29,148,294 shares of Common Stock issued
and outstanding, and out of the 1,000,000 shares of preferred stock authorized
there were no shares of the preferred stock outstanding.
Only holders of record of the Common Stock at the close of business on the
Record Date were entitled to participate in the written consent of the Company's
stockholders. Each share of Common Stock was entitled to one (1) vote.
The Company's Board of Directors approved this action as of November 1,
2006, and recommended that the Articles of Incorporation be amended in order to
effectuate the name change.
The proposed Amendment to the Articles of Incorporation to amend the name
of the Corporation to "SKRM Interactive Inc." will be filed with the Delaware
Secretary of State on or about December 1, 2006. If the proposed Amendment were
not adopted by written majority shareholder consent, it would have been
necessary for this action to be considered by the Company's shareholders at a
special shareholder's meeting convened for the specific purpose of approving the
Amendment.
The Board of Directors of the Company has determined that all Shareholders
ARE NOT REQUIRED to return their certificates to have them re-issued by the
Transfer Agent.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of December 1, 2006 the name and the number
of shares of the Company's Common Stock, par value $.001 per share, held of
record or beneficially by each person who held of record, or was known by the
Company to own beneficially, more than 5% of the 29,148,294 issued and
outstanding shares of the Company's Common Stock, and the name and shareholdings
of each director and of all officers and directors as a group.
Title of Name of Amount and Nature Percentage
Class Beneficial Owner of Beneficial Ownership (1) of Class
-------- ---------------- --------------------------- ----------
OFFICERS, DIRECTORS AND FIVE PERCENT SHAREHOLDERS
Common Charles Camorata 200,000 0.06%
Common Karen Pollino 200,000 0.06%
Common Jeffrey Martin (1) 22,650,156 77.7%
All officers and Directors as a Group
(3) Persons 309,500 1.1%
(1) Includes shares owned by Martin Consultants, Inc. and Am-Pac Investments.
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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, 2006, the end
of the Company's last completed fiscal year):
Name Year Compensation
--------------------------------------------------------
Charles Camorata 2006 $ 50,000
Charles Camorata 2005 $ 50,000
Karen Pollino 2005 $ 18,350
Karen Pollino 2006 $ 29,820
Kevin Monson * 2004 None
Kevin Monson 2003 None
* Resigned on January 31, 2004
Cash Compensation
There was no cash compensation, other than the $50,000 compensation to Charles
Camorata and $29,820 compensation to Karen Pollino paid to any director or
executive officer of the Company during the fiscal years ended March 31, 2006,
and 2005.
Bonuses and Deferred Compensation
None.
Compensation Pursuant to Plans.
None.
Pension Table
None.
Other Compensation
None.
Compensation of Directors.
None.
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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.
DESCRIPTION OF THE STOCKHOLDER MATTERS
Approval of the Certificate of Amendment to the Company's Certificate of
Incorporation and related actions.
The Board of Directors (the "Board") by unanimous written consent dated as
of November 1, 2006, and certain stockholders (the "Majority Stockholders"),
owning a majority of issued and outstanding capital stock of the Company
entitled to vote, by written consent dated as of November 1, 2006, approved and
adopted resolutions to amend the Company's Certificate of Incorporation. The
Certificate of Amendment to the Company's Certificate of Incorporation, to be
filed on or about November 8, 2006 with the Secretary of State of the State of
Delaware changed the Company's name to "SKRM Interactive Inc." or such similar
available name, and will not be effective earlier than 20 days after the mailing
of this Information Statement.
Purpose of Proposed Name Change
The Board of Directors has determined that it will be in the best
interests of the shareholders to spin out the current business assets of the
Company into a new subsidiary, to be called Skreem Entertainment Corporation.
Therefore, to avoid having two corporations with the same name, we are amending
the Certificate of Incorporation of the Company to change the name of the
Company to SKRM Interactive Inc. This will better reflect our intention to
concentrate in the interactive game market.
Procedure for the Approval of the Certificate of Amendment to the Company's
Certificate of Incorporation
The elimination of the need for a special meeting of the shareholders to
approve the Amendment occurred when a majority of shares entitled to vote
approved the Name Change on November 1, 2006. In order to eliminate the costs
and management time involved in holding a special meeting and in order to effect
the Amendment as early as possible in order to accomplish the purposes of the
Company, the Board of Directors of the Company voted to utilize the written
consent of the majority shareholders of the Company.
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Required Approvals Obtained
The Board, by its unanimous written consent (the "Board Consent"), adopted
resolutions approving the Certificate of Amendment to the Company's Certificate
of Incorporation to amend the name of the Corporation to "SKRM Interactive Inc."
On the Record Date, the only issued and outstanding shares of the Company's
capital stock entitled to vote on the proposed amendment were 29,148,294 shares
of the Company's common stock, par value $.0001 per share (the "Common Stock"),
of which the Majority Stockholders held in excess of 51% of the total stock
entitled to vote on the proposed amendment. On November 1, 2006, the Majority
Stockholders, by written consent in lieu of a meeting, approved the Certificate
of Amendment to the Company's Certificate of Incorporation, a copy of which is
attached to this Information Statement as Exhibit A. No further consents, votes
or proxies are or were necessary to effect the approval of Certificate of
Amendment to the Company's Certificate of Incorporation.
STOCK DIVIDEND OF SUBSIDIARY
The Board of Directors of the Company has declared a dividend, payable in stock,
at the rate of one (1) share for each one (1) share owned of the Company on the
record date in the subsidiary of the Company, to be known as SKREEM
ENTERTAINMENT CORPORATION. Effectively, this means that for each one (1) shares
owned in the Company, a shareholder will receive one (1) share in the subsidiary
(the "Dividend Shares"). The Board of Directors of the Company has declared
November 30, 2006, as the record date for this share dividend, with a payment
date as soon as practicable thereafter.
The business of SKREEM ENTERTAINMENT CORPORATION ("Skreem"), the new subsidiary
is to locate and promote recording talent.
Skreem is constantly seeking talent for recording and performing. Skreem
employees utilize their industry contacts and experience to locate prospective
music acts, including music groups and individuals, and evaluate these acts to
determine if, from Skreem's perspective, such acts demonstrate the talent
potential to succeed in the music industry.
Upon locating an act that Skreem believes has the potential for success; Skreem
will sign the act to a contract. Upon signing a typical contract, Skreem at its
option will advance funds to the artist to pay for travel, arrange for
performances, schedule public appearances and generally promote the act, and the
act's music, in exchange for a percentage of the revenues generated by the act's
performances and music sales.
Once Skreem has located an act it wishes to promote, Skreem will determine where
to promote the artist. It is Skreem's strategy to promote talent outside of the
United States until the talent has demonstrated the ability to sell music or
tickets to performances. Once an act has gained some level of success abroad,
Skreem intends to promote and market the act in the United States. Skreem
believes that promoting abroad is a viable approach because it costs less
initially, foreign markets are very receptive to American type music acts, and
there is less competition.
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Distribution
Skreem distributes its acts in two different ways. The first is through concerts
and public appearances. An act will perform and tour playing concerts as
frequently as possible to increase public awareness of their music. An act will
also make public appearances at retail centers, public places and other events
also to increase the act's public awareness.
The second way the act gains publicity is through licensing and sales of the
act's music. Skreem does not sell records or other music media, however, it does
license master recordings to other organizations which distribute the recordings
in various media. Skreem receives royalty payments pursuant to licensing
agreements, which are a percentage of revenues from distribution of the
recordings.
Skreem's artists' music is currently being distributed by various organizations
throughout Europe and in other countries.
Licensing
From time to time Skreem enters into licensing agreements with music production
and distribution companies. The license agreements typically grant the
production and distribution company rights to a music single or all of an act's
music in a particular country or region with a term of three to fifteen years.
The production or distribution company can then distribute the music in record
or cd format, mp3, ringtone, or any other music media licensed in the agreement.
Skreem typically receives royalties of a negotiated percentage between 18% and
75% of sales of the production and distribution company's published dealer price
less certain packaging deductions. In addition, Skreem shall receive between 18%
and 75% of net royalty receipts received by in the particular nation or region.
In connection with the license agreement, Skreem may receive a cash advance.
Exclusive Artist Recording Agreements
At March 31, 2006, Skreem had entered into long-term Exclusive Artist Recording
Agreements with six artists, which include the three Artists of "3rdWish", the
Artist "PatMoe", the Artist "Precious Dawn Francis" and the Artist "Willie
Bivins, Jr." also known as "Willie Will" for the purpose of engaging the
exclusive personal services of the Artists for making master sound recordings
for distribution in any medium. The territory for the agreements shall be
worldwide. All master recordings made by the Artists during the terms of the
agreements shall be recorded by the Artists on Skreem's behalf, and all
phonograph records and related performances shall be the entire property of the
Company; Skreem shall have the right to secure sound recording copyright; and
Skreem and its licensees shall have the sole and exclusive right to use the
recordings throughout the world or any part thereof in any manner it sees fit.
Skreem may pay all specifically approved recording costs in connection with the
master recordings made hereunder, and all recording costs shall be deemed fully
recoupable advances to the Artists and shall be deducted from any and all
royalties payable to the Artist by Skreem under this or any and all royalties
payable to the Artists by Skreem. Any and all monies paid to or on behalf of the
Artists during the term of the agreement shall be fully recoupable,
non-returnable advances unless otherwise expressly agreed in writing between the
Company and the Artists. Skreem has the right, but not the obligation to have
the Artists participate in the creation of music videos and 100% of any and all
monies expended by or advanced by Skreem for the production of music videos
shall constitute additional fully recoupable advances hereunder. Skreem shall
own any and all rights in and to said music videos in perpetuity.
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In its sole discretion, Skreem may choose, at any time during the term of the
agreements, to license master recordings made by the Artists to third parties on
a flat fee or royalty basis, or to enter into a distribution agreement with a
third party distributor for the distribution of phonograph records embodying
master recordings recorded by the Artists through normal retail channels in the
United States and worldwide. With respect to master recordings of the Artists
licensed to third parties on a flat-fee basis, Skreem shall pay the Artists
20-50% of the net amount received by Skreem under such license. With respect to
master recordings of the Artists licensed to third parties on a royalty basis,
and with respect to phonograph recordings released through a distributor
selected by Skreem, Skreem shall pay the Artists the lesser of 20-50% of the
Skreem's net earned royalty receipts under such license or distribution
agreement, or 20-50% of the basic album or single rate as defined in the
agreements. Further, in its sole discretion, Skreem may choose to commercially
release phonograph records through the Skreem's own distribution network. In
such event, Skreem agrees to pay the Artists royalties based on the basic album
or singe rate as defined in the agreements. For phonograph recordings that are
exported or sold outside the United States and through record clubs or similar
plans, the Artists shall be paid a royalty of 20-50% of the amounts provided of
the above mentioned amounts. In addition, the Artists may earn royalties related
to licenses for musical compositions, music video licenses and merchandising.
At March 31, 2006, the Artists had earned royalties of approximately $45,000,
based on the year-end reported licensing revenues. However, Skreem is not
obligated to pay any royalties until total advances to Artists of $1,468,424 at
March 31, 2006 (plus any future advances) have been recouped.
Music Publishing Agreements
At March 31, 2006, Skreem had entered into long-term Music Publishing Agreements
with five individual Writers, which include the three Artists of "3rd Wish", the
Artist "PatMoe" and the Artist "Willie Will". Skreem engaged the Writers to
render the Writer's exclusive services as songwriters and composers based upon
terms and conditions set forth in the agreements. In accordance with the
agreements, the Writers grant all rights to all musical compositions written or
owned by the Writers and all musical compositions shall be Skreem's exclusive
property as sole owner. Skreem shall pay royalties to the Writers based on
various terms and conditions set forth in the agreements. There have been no
royalties earned by the writers related to the agreements.
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Personal Management Agreement
At March 31, 2006, Skreem had entered into long-term Personal Management
Agreements with five Artists, which include the three Artists of "3rd Wish", the
Artist "PatMoe" and the Artist "Willie Will". Skreem accepts the engagement as
the Artists' sole and exclusive personal management company in connection with
all activities in the entertainment industries throughout the world, including
but not limited to their services as musicians, songwriters, actors, publishers,
packagers or performers in any medium now known or hereafter devised. For
personal management services performed, the Artists agree to pay Skreem 15%-20%
of all gross compensation earned or received as a result of activities in the
entertainment industry. However, Skreem shall not be entitled to commissions by
the Artists from the sale, license, or grant of any literary or music rights to
Skreem or any person, firm, or corporation owned or controlled by Skreem. During
the year ended March 31, 2006, Skreem earned commissions of $981, all related to
live performances.
Skreem's acts face fierce competition. There is no shortage of acts and
musicians seeking fortune and fame. There is also no shortage of talent in the
music industry. Skreem believes that their approach of being selective when
choosing acts, refining these acts abroad, and marketing the acts through
appearances, performances, and music sales is a viable method to compete in the
music industry. However there are many other organizations with more capital to
spend, greater access to talent, better industry connections, and more
experience.
Skreem's future depends on the success of its acts and artists. Many music acts
spend entire careers without having a single popular song or tour. The most
talented artists and acts are not always the most successful and fan acceptance
is the most important and most difficult element of success. If the fans like
the act, the fans will purchase the music and tickets and recommend it to
friends. If the fans don't like the act, the act may never gain acceptance.
REMAINING COMPANY OVERVIEW
SKRM Interactive Inc. will focus on growth through development and acquisition
of new media sites and platforms for sale and joint venture. Internal
development of revenue driven, UGC (user generated content) sites will stay
cost-effect in the conception and initial launch, so the site and copyrighted
concept can be sold to other publicly traded media companies or targeted
industry marketing and advertising groups.
SKRM Interactive Inc.'s unique approach is designed to attract a network of key
media leaders, financiers and investors. The Company's goal is to not be "the
next big thing", but to have own a share of a series of creative content sites
and technology that will continuously build shareholder value.
On November 20, 2006, SKRM Interactive Inc. completed and closed on a Stock
Purchase Agreement, dated August 29, 2006, with Weaver Interactive, Inc. a
company formed and existing under the laws of South Korea doing business at 751
Bd, 203 Nonhyun-Dong Kangnam-Ku Seoul Korea.
9
Pursuant to the transaction, SKRM Interactive Inc. has purchased 51% control of
Weaver Interactive, Inc., Principal terms of the transaction are: a purchase
price of 3,000,000 shares of common stock of Registrant and a loan to Weaver
Interactive, Inc. in the total amount of FIVE HUNDRED THOUSAND DOLLARS
($500,000), in cash, loan payback will be represented by a promissory note
signed by Weaver Interactive, Inc., the principle plus 21% interest terms of
two-year Note, with $100,000 to be loaned at the execution of this Agreement, as
a good-faith deposit. Interest accrues for two years at 21% and is due and
payable at the two-year anniversary from signed date.
Weaver Interactive, Inc. is South Korea's premier online game developer. The
company's sales of $716,899 for the year ended April 30, 2006, is set to
increase to approximately $3 million in sales for the year 2007 and reach $70
million by the year 2010.
Weaver Interactive, Inc.'s developed games include Samgukji (Korean), Luanshi
Sangui (Chinese), with games in development for Japan, Taiwan, Thailand, Vietnam
and India. With the spreading wave of Korean games, movies and music throughout
Asia, Europe and America, Weaver Interactive, Inc. intends to reach out through
edu-entertainment channels to bring their games, based on the well-known Chinese
historic figures of the era of the Three Kingdoms, to a world audience.
Dissenters' Rights of Appraisal.
Under Delaware Law, our dissenting shareholders, if any, are not entitled
to appraisal rights with respect to our amendment, and we will not independently
provide our shareholders with any such right.
ADDITIONAL INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information including annual
and quarterly reports on Form 10-KSB and 10-QSB (the "1934 Act Filings") with
the Securities and Exchange Commission (the "Commission"). Reports and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained at the Commission at 100 F Street, NW
Washington, D.C, 20459. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 100 F Street, NW
Washington, D.C 20549, at prescribed rates. The Commission maintains a web site
on the Internet (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Commission through the Electronic Data Gathering,
Analysis and Retrieval System ("EDGAR").
The following documents as filed with the Commission by the Company are
incorporated herein by reference:
(1) Annual Report on Form 10-KSB, for the year ended March 31, 2006;
(2) Quarterly Report on Form 10-QSB for the quarter ended June 30, 2006; and
(3) Quarterly Report on Form 10-QSB for the quarter ended September 30, 2006;
IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT, PLEASE CONTACT:
By order of the Board of Directors of
SKREEM ENTERTAINMENT CORPORATION
11637 Orpington Street
Orlando, Florida 32817
(407) 207-0400
December 4, 2006
By: /s/ Charles Camorata
------------------------------
Charles Camorata
Chief Executive Officer, President
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Exhibit A
CERTIFICATE of AMENDMENT of
CERTIFICATE of INCORPORATION of
SKREEM ENTERTAINMENT CORPORATION
Pursuant to ss. 242 of the General Corporation Law of the State of Delaware
The undersigned, pursuant to the provisions of the General Corporation Law
of the State of Delaware, do hereby certify and set forth as follows:
FIRST: That at a meeting of the Board of Directors of SKREEM ENTERTAINMENT
CORPORATION. (the "Corporation"), the following resolutions were duly adopted
setting forth a proposed amendment of the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable:
RESOLVED, that the Board of Directors hereby declares it advisable
and in the best interests of the Company that Article FIRST of the
Certificate of Incorporation be amended to read as follows:
"FIRST: The name of the Corporation shall be SKRM INTERACTIVE, INC."
SECOND: That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitled to vote
by written consent in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted with the applicable
provisions of Sections 242 and 228 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Charles Camorata, this 4th Day of December, A.D. 2006.
/s/ Charles Camorata
--------------------
Charles Camorata
Authorized Officer
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