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SMC
ENTERTAINMENT, INC.

9170
GLADES ROAD, SUITE 150

BOCA
RATON, FL 33434

September
1, 2023

United
States Securities and

Exchange Commission

Washington,
DC 20549

 Re: SMC
Entertainment, Inc.

Registration
Statement on Form 10-12G

Filed
June 8, 2023

File
No. 000-56558

Dear
Sir or Madam:

As
you know, SMC Entertainment, Inc. withdrew its Registration Statement on Form 10-12G on August 4, 2023 in order to resubmit
a Form 10, which included the pro forma financials for the Company’s subsidiary. Per our legal counsel’s
discussions with the Commission, we are submitting this response letter addressing the Commission’s comments received in your July 6,
2023 letter. Each of the comments below has been addressed in the new Form 10 which was filed today.

Registration
Statement on Form 10-12G Business, page 1

Comment
1. Please revise to provide a more detailed narrative description of the company’s current and planned business operations and
describe your plan of operations for the next 12 months. In this regard, disclose any significant steps that must be taken or any significant
future milestones that must be achieved in order to accomplish your objectives, including your anticipated timeline and expenditures
for these events. Ensure that you have consistently described throughout your document the businesses that you plan to pursue, the extent
to which you have any revenue or products, and the nature of your current assets. Refer to the requirements of Item 101 of Regulation
S-K.

Response
1. Under Item 1. Business, the Company has separated its History and Prior Operations from Present Operations. Under the newly created
section, Present Operations, the Company has provided additional details in response to the SEC’s request for more detail in Comment
1.

Comment
2. In your business section, you refer to SMC Entertainment as either “SMCE” or the “Company,” while “SMC”
is used as well. Please revise for consistency throughout.

Response
2. The Registration Statement has been revised to refer to the Company by the acronym “SMC”, unless referring to the Company’s
trading symbol “SMCE.”

Comment
3. Please include in your discussion regarding Spectrum that on January 20, 2022, the 40,000,000 shares of common stock originally
issued to Spectrum were cancelled and returned to the company.

Response
3. The Registration Statement has been revised in a few places to include reference to the January 20, 2022 cancellation of the
40,000,000 shares of common stock originally issued to Spectrum, with the insertion of the following language:

In
settlement of the dispute between the Company and Spectrum, on January 20, 2022, the 40,000,000 shares of common stock originally
issued to MICRME LLC were cancelled and returned to the Company. Spectrum’s majority member, Mr. Daniel Barbacovi, formed MICRME
LLC in 2021 and requested the 40,000,000 shares of common stock to be issued to MICRME LLC.

History,
page 1

Comment
4. We note that on April 21, 2023 you acquired Fyniti Global Equities EBT Inc. for 2.5 million shares of Series B preferred stock,
but elsewhere you disclose that you have 0 shares of Series B preferred stock outstanding. Please reconcile or advise.

Response
4. The Registration Statement has been revised to confirm that 2,500,000 shares of Series B Preferred Stock are issued and outstanding
on Page 28 under the section Preferred Stock in General.

Comment
5. Please revise to provide the material terms of the acquisition of Fyniti Global Equities EBT Inc., and file the agreement as an exhibit.
In addition, clarify whether this transaction would be considered a related party transaction, whether the terms of the agreement were
negotiated at arm’s length, and whether it resulted in a change of control of the company.

Response
5. The Registration Statement has been revised to insert the following material terms of the acquisition of Fyniti Global Equities EBT,
Inc.:

 ● The
                                            aggregate purchase price to be paid by the Company to Fyniti will be Twenty-five Million
                                            Dollars ($25,000,000.00) to be paid by delivery of Two Million, Five Hundred Thousand (2,500,000)
                                            unregistered shares (the “Shares”)
                                            of the Company’s $10.00 Series B Preferred Stock;

 ● The
                                            Preferred Stock is convertible into the Company’s common stock at a discount of ten
                                            percent (10%) to the preceding 10-day weighted average price prior to the conversion date;

 ● The
                                            Company agrees to raise up to $2,000,000 with $250,000 to be paid to Fyniti upon the Closing.
                                            The balance of the $2,000,000 raise will be paid to Fyniti in quarterly installments of $250,000
                                            based on the milestone achievements. The Company has paid $50,000 of the $250,000 commitment.
                                            The Company is in discussions with a number of investors to raise the balance of the commitment.
                                            In addition, the Company is still waiting to be receive $300,000 from GFL for expenses incurred
                                            by the Company.

 ● The
                                            Company extends a consulting agreement to Mr. Jayakumar Gopalan; refer to Exhibit 10.9

    2

The
Company does not consider the transaction a related party transaction, as the terms were negotiated at arm’s length and did not
result in change of control. Fyniti operates as a wholly owned subsidiary of the Company.

Risks
Related to Our Business, page 3

Comment
6. Please revise your business history and risk factors to highlight the auditor’s paragraph regarding your ability to continue
as a going concern and describe the material risks associated with the going concern opinion. Additionally, disclose the potential effect
the going concern opinion may have on your ability to raise additional funds through equity or debt financing.

Response
6. The Registration Statement has been revised to include the following language:

The
Company has suffered recurring losses since inception and has no assurance of future profitability. The Company will continue to require
financing from external sources to finance its operating and investing activities until sufficient positive cash flows from operations
can be generated. There is no assurance that financing or profitability will be achieved, accordingly, there is substantial doubt about
the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that
may result from the outcome of these uncertainties.

Management’s
Discussion and Analysis of Financial Condition

and
Results of Operations, page 13

Comment
7. Please substantially revise this section to provide all of the material information required by Item 303 of Regulation S-K for
your last two fiscal years and most recent interim period.

Response
7. The material information required by Item 303 of Regulation S-K for the last two fiscal years and most recent interim period
is shown as follows: the interim period ending on March 31, 2023 is detailed on Page 18, followed by the last two fiscal years ended
December 31, 2022 and 2021, which are detailed on Page 19 of the Registration Statement.

Liquidity
and Capital Resources, page 14

Comment
8. We note your disclosure that “[a]s of March 31, 2023, we had convertible notes due of $1,151,819.” We further note
that you have 1,450,000,000 shares authorized and 1,042,742,561 shares currently outstanding. Please revise to clarify whether you have
sufficient authorized shares of capital stock underlying the convertible notes available and disclose the material terms of those notes.
To the extent you do not have sufficient authorized shares, discuss the number of shares the notes can be converted into, whether you
will need stockholder approval to authorize additional capital stock, and the impact the conversion of the notes would have on your existing
shareholders.

Response
8. In order to address the Commission’s Comment 8, the Company filed a Certificate of Change with the Nevada Secretary of State
to increase its authorized shares of Common Stock to 3,000,000,000 on August 14, 2023. The Certificate of Change
is attached to the Form 10 filed today as an exhibit.

    3

Security
Ownership of Certain Beneficial Owners and Management, page 17

Comment
9. Please revise to clarify whether your beneficial ownership table includes the 2.5 million shares of Series B preferred stock issued
as part of the April 21, 2023 acquisition of Fyniti Global Equities EBT Inc. In addition, revise where appropriate to clarify the
number of common shares the Series B preferred stock is convertible into as of the most recent practicable date and the impact that will
have on voting control of the company.

Response
9. The Registration Statement has been revised to provide the information regarding Series B Preferred Stock. The shareholders
of Series B and the Board of Directors approved an amendment to the Series B Preferred Stock Certificate of Designation, which was filed
with the Nevada Secretary of State on August 14, 2023. The amended conversion metrics in the Amended Certificate
of Designation for Series B Preferred Stock now details that each 1 share of Series B is convertible into 10 shares of Common Stock,
which would result in a total of 25,000,000 shares of Common Stock if all shares of Series B were converted.

Directors
and Executive Officers, page 18

Comment
10. Please revise the business background information to detail the business experience for each of your executive officers and directors
during the last five years, including specific dates and positions held and the names of the organizations/corporations in which such
occupations and employment were carried out. Refer to Item 401(e)(1) of Regulation S-K.

Response
10. The Registration Statement has been revised to provide the business experience information requested for each of our executive officers
and directors.

Involvement
in Certain Legal Proceedings, page 19

Comment
11. Please clarify the reference to proceedings against you “other than as disclosed below” here and in your Legal Proceedings
section. In that regard, we note that there do not appear to be any disclosures regarding existing or pending legal proceedings.

Response
11. The Registration Statement has been revised to remove the phrase “other than as disclosed below” and the language in
both sections has been revised to make it consistent, as follow:

There
is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting
our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers
or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

    4

Executive
Compensation, page 20

Comment
12. Please revise the first footnote to the 2022 Executive Officer Compensation Table for clarity.

Response
12. The Registration Statement has been revised to clarify the footnote.

Employment
Agreements, page 21

Comment
13. Please disclose the material terms of all agreements with your named executive officers and directors, and file such agreements as
exhibits to your registration statement.

Response
13. The Company does not have employment agreements with its named executive officers and directors. The Registration
Statement has been revised to disclose the material terms of the Consulting Agreements with Erik Blum, Ron Hughes, and Jayakumar Gopalan,
who are the current officers and directors of the Company. Each of those Consulting Agreements are attached as exhibits.

Consulting
Agreements, page 22

Comment
14. Update your disclosure regarding the consulting agreements to reflect whether payments required to be made through October 1,
2022 and November 15, 2023 have been made.

Response
14.

Comment
15. Your disclosure notes that “[a]s of December 31, 2021, the shares have not yet been issued, and have been recorded as
common stock to be issued. The shares were issued in 2022.” Please revise the use of past, present, and future tense throughout
for consistency.

Response
15. The Registration Statement has been revised to remove this sentence: “As of December 31, 2021, the shares have not yet
been issued, and have been recorded as common stock to be issued.”

Certain
Relationships and Related Transactions, and Director Independence, page 23

Comment
16. Please describe your policies and procedures for the review, approval, or ratification of any transaction required to be reported
under Item 404(a) of Regulation S-K. See Item 404(b) of Regulation S-K.

Response
16. The Registration Statement has been revised to describe the policies and procedures related to Item 404(a)
of Regulation S-K, on what is now Page 28.

    5

Comment
17. Please revise your disclosure to state whether any of your directors are independent. Refer to Item 407(a).

Response
17. The Registration Statement has been revised to indicate that none of the directors are independent on what is now Page 28.

Recent
Sales of Unregistered Securities, page 27

Comment
18. Please revise to furnish the complete disclosure required by Item 701 of Regulation S-K. In this regard, please provide the
date of each sale, name the person or identify the class of persons to whom the securities were sold, indicate the section of the Securities
Act or the rule of the Commission under which exemption from registration was claimed, and state briefly the facts relied upon to make
the exemption available for all the transactions disclosed here.

Response
18. The Registration Statement has been revised to insert the requested information.

Description
of Registrant’s Securities to be Registered, page 28

Comment
19. Please expand the disclosure of regarding your common and preferred stock to discuss the voting rights, terms of conversion, any
sinking fund or redemption provisions, and preemption rights. Refer to Item 202 of Regulation S-K.

Response
19. The Registration Statement has been revised to expand the disclosure of common and preferred stock.

Convertible
notes payable, page F-8

Comment
20. We noted your disclosure of the convertible notes payable balance at December 31, 2022 on page F-9 and F-24 in amount of $682,377
and $567,377, respectively. Please reconcile the discrepancy. In addition, please provide a schedule to reconcile the balance of “Convertible
notes and accrued interest” on the face of balance sheets for the period presented.

Response
20. The Registration Statement has been revised to address this comment.

Comment
21. We noted your disclosure that Kanno Group Holdings II Ltd. Converted $24,255 into 63,000,000 shares of common stock on February 15,
2023. However, it was not recorded in the schedule on page F-9. Please revise or advise.

Response
21. The Registration Statement has been revised to include the requested information.

    6

Material
transaction, page F-8

Comment
22. We noted your disclosure that you entered into a Rescission and Release Agreement with Genesis Financial, Inc (“GFL”)
on December 12, 2022, and per the terms of the Agreement, GFL agreed to pay a rescission fee of $300,000, $50,000 of which was to
be paid within 21 days and the balance within 60 days. We also noted that you have recorded the rescission fee of $300,000 as account
receivable in the balance sheets presented. Given