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CORRESP
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smc_corresp.htm   SMC EMTERTAINMENT INC

 9170 glades road suite 150 Boca Raton Fl 33443

 SEC

 Washington DC USA

 Re:    SMC Entertainment, Inc.

 Amendment No. 5 to Registration Statement on Form 10-12G Filed March 18, 2024

 File No. 000-56558

 Dear MS Chow

 Please find our answers to your comments on amendment 5.

 Amendment No. 5 to Registration Statement on Form 10-12G Item 13. Financial Statements and Supplementary Data, page F-

 1.      Please provide updated financial statements for year ended December 31, 2023, and related disclosures as required by Rule 8-08 of Regulation S-X

 COMPANY RESPONSE Our 10K has been filed on Edgar.

 Note 9 - Business combination, page F-12

 1.                  We noted your response to prior comment 2 and your update in Note 9 that the 2,500,000 shares of Series B $10.00 Preferred Stock were valued using the number of common shares the preferred stock can be converted into and the trading price of the common stock of $0.0013 on April 21, 2023. On page F-11, we also noted your disclosure that the Series B preferred stock is convertible into common stock at a rate of 10% to the preceding ten day weighted average price. It appears that the conversion rate is variable based on the preceding ten day weighted average price, and we cannot recalculate your purchase consideration in amount.

 of $32,500. In these regards, please provide us with your purchase consideration calculation including the conversion ratio and the preceding ten day weighted average price used in the calculation. Also explain how the ratio was derived by using 10% to the preceding ten day weighted average price as disclosed in the footnote.

 COMPANY RESPONSE please see attached derivative calculation the total discrepancy was  $3642  Our CFO has determined that this is a non-material calculation and we have adjusted our books accordingly. Company inadvertently left off derivative calculation in the original filing.

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      SMC EMTERTAINMENT INC

 9170 glades road suite 150 Boca Raton Fl 33443

 Series B - convertible into common stock at a rate of 10% to the preceding ten day weighted average price.

   4/20/23

   15,741,650

   $0.0013

   4/19/23

   5,233,113

   $0.0011

   4/18/23

   96,504,410

   $0.0013

   4/17/23

   150,000

   $0.0012

   4/14/23

   249,219

   $0.0011

   4/13/23

   1,730,000

   $0.0011

   4/12/23

   1,565,500

   $0.0010

   4/11/23

   730,208

   $0.0012

   4/10/23

   -

   $0.0011

   4/6/23

   673,500

   $0.0011

   0.0013

   90%

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    SMC EMTERTAINMENT INC

 9170 glades road suite 150 Boca Raton Fl 33443

 Fyniti Global Equities EBT Inc. Audited financial statements, page F-37

 It appears that you have still filed an incorrect set of financial statements. Please provide audited financial statements of Fyniti Global Equities EBT Inc. for the correct reporting period, which was March 31, 2023, as required by Rule 8-04 of Regulation S-X.

 COMPANY RESPONSE We have adjusted Form 10 and added the necessary standalone audit for Fyniti to reflect  the requested accounting period.

 Sincerely

 Erik Blum

 CEO

 SMC Entertainment INC

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