SecProbe.io

CORRESP
1
filename1.htm

SMC ENTERTAINMENT, INC.

9170 GLADES ROAD, SUITE 150

BOCA RATON, FL 33434

October 27, 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:

Please see our responses to the comments in your
September 22, 2023 letter. Each of the comments below has been addressed in the new Form 10 Amendment No. 2, which was filed today. As
discussed, the Company has updated its Form 10 to reflect the hiring of its new CFO.

Business, page 2

Comment 1. Please refer to prior comment 1 and 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: The Registration Statement has been revised to include
a more detailed description of the business operations and plan of operations for the next 12 months, which is essentially to beta test
its SaaS Platform with Registered Investment Advisors, CPAs and financial institutions with the goal of selling its SaaS on a subscription
basis as described in the Form 10.

Comment 2. We note your response to comment 6 and reissue in part.
Please revise your business history 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 2. The Registration Statement has been revised to include
additional going concern language where indicated, as follows:

Going Concern:

Since inception through the present, we have been
dependent on raising capital to support our working capital needs. During this same period, we have recorded net accumulated losses and
are yet to achieve profitability. Our ability to achieve profitability depends upon many factors, including its ability to develop and
commercialize our websites. There can be no assurance that we will ever achieve any significant revenues or profitable operations. 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.

Our auditors have expressed substantial doubt
as to our ability to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis. For
the year ended December 31, 2022, the Company had a net loss of $1,230,295, had net cash used in operating activities of $189,253, and
an accumulated deficit of $16,000,004. For the six months ended June 30, 2023, the Company had a net loss of $687,475, had net cash used
in operating activities of $71,184 and an accumulated deficit of $16,687,479. These matters raise substantial doubt about the Company’s
ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue
as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising
from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the
future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities.
The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient
funds to execute its business plan or generate positive operating results.

The accompanying unaudited 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 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.

    2

Comment 3. We note your disclosure that the company is "focused
on acquisition and support of proven commercialized financial services and technology (Fintech) companies." Please revise to clarify
whether you have identified any acquisition targets, and the status of any negotiations with those targets. To the extent you have not,
please clarify as such.

Response 3. The Company has not yet identified specific acquisition
targets. The Registration Statement has been revised to reflect this, and that the Company’s plans to begin beta testing its SaaS
Platform with its target users when the Form 10 becomes effective.

Comment 4. We note that your operations are conducted through Fyniti
Global Equities EBT and that you use "Artificial Intelligence/Machine Learning (AI/ML) driven Quantitative investing (IQ Engine)
with AIenabled wealth management Electronic Block Trading (“EBT”) technology." Please revise to provide a materially
complete discussion regarding your artificial intelligence and machine learning capabilities, and how they operate. In addition, clarify
what datasets your artificial intelligence or algorithms use and whether you utilize third-party artificial intelligence products.

Response 4. The Registration Statement has been revised to include
the requested information, while eliminating certain language which was potentially confusing in its reference to certain securities.
The Company has simplified its descriptions to make clear that the Company is marketing Fyniti’s technology as a software-as-a-service
(“Saas”) Platform to be used by Registered Investment Advisors (“RIA”s), Financial Institutions, CPAs, etc.

Trends in Our Addressable Market, page 3

Comment 5. We note that you identify ETFs as being a part of your addressable
market. Please revise to clarify why ETFs are included in your addressable markets, and to more clearly discuss how they relate to your
planned product offerings. In addition, revise as appropriate to discuss any regulatory requirements related to your planned operations
in the ETF space.

Response 5. The Company’s product is software as a service (“SaaS”)
and its target customers are Registered Investment Advisors, Financial Institutions, CPAs, etc. The Registration Statement has been revised
to clarify this, as EFTs are just an example of a type of security that our SaaS can provide data on which can be used by our target customers
in their work. Several prior references to EFTs and other securities have been eliminated to avoid potential confusion.

    3

Certain Relationships and Related Transactions,
and Director Independence, page 29

Comment 6. We note your response to prior comment 16. However, we are
unable to locate revisions relating to 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 6. The Company has inserted the following language in this
section to address this comment:

The common stock of the
Company is currently quoted on the OTC Markets, a quotation system which currently does not have director independence requirements. On
an annual basis, each director and executive officer will be obligated to disclose any transactions with the Company in which a director
or executive officer, or any member of his or her immediate family, have a direct or indirect material interest in accordance with Item
404(a) of Regulation S-K. Following completion of these disclosures, the Board will make an annual determination as to the inclusion of
each such transaction under “Item 7. Certain Relationships and Related Transactions, and Director Independence.” At this time,
the Company does not have any independent directors using the current standards for “independence” that satisfy the criteria
for the NASDAQ.

Using these procedures,
the Company has listed several related party transactions involving its officers and directors in this section of its Form 10.

Recent Sales of Unregistered Securities , page
33

Comment 7. We note your response to prior comment 18, and reissue the
comment in part as we are unable to locate the facts relied upon to make the exemption available for all the transactions disclosed here.
Please revise to furnish the complete disclosure required by Item 701 of Regulation S-K.

Response 7. The Registration Statement has been revised to include
the following language:

Unless otherwise noted, all of the securities
discussed above were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act. Section
4(a)(2) of the Securities Act exempts from registration transactions by an issuer not involving any public offering. Each
transaction discussed above involved the issuance of common stock as consideration for specific transactions named, as compensation to
service providers for services performed for the Company, and for the conversion of promissory notes into common stock per the conversion
terms therein.

    4

Notes to Consolidated Unaudited Financial Statements
Convertible notes payable, page F-8

Comment 8. We note your response to our prior comment 20 and your disclosure
on page F-9. 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 8. Please see the schedule below:

    Date

Issued
    Maturity

 Date
    Balance
 12/31/22
    Balance
 6/30/2023

    FV Investments
    5/27/2016
    5/27/2017
      16,596
      16,596

    FV Investments
    3/14/2017
    3/14/2018
      15,000
      15,000

    Christopher Whitcomb
    7/7/2016
    7/7/2017
      2,393
      2,393

    Christopher Whitcomb
    1/25/2017
    1/25/2018
      29,050
      29,050

    Christopher Whitcomb
    5/30/2017
    5/30/2018
      32,640
      32,640

    Kanno Group Holdings ll Ltd
    10/1/2019
    10/1/2020
      42,601
      42,601

    Kanno Group Holdings ll Ltd
    1/6/2020
    1/6/2021
      14,977
      14,977

    Kanno Group Holdings ll Ltd
    6/30/2020
    6/30/2021
      7,732
      7,732

    Kanno Group Holdings ll Ltd
    12/31/2020
    12/31/2021
      9,527
      9,527

    Kanno Group Holdings ll Ltd
    3/31/2021
    3/31/2022
      5,112
      5,112

    Kanno Group Holdings ll Ltd
    7/24/2021
    7/24/2022
      5,406
      5,406

    Kanno Group Holdings ll Ltd
    11/1/2021
    11/1/2022
      2,828
      2,828

    Kanno Group Holdings ll Ltd
    12/31/2021
    12/31/2022
      37,391
      37,391

    Mammoth Corporation
    1/12/2022
    1/12/2023
      268,366
      268,366

    Mammoth Corporation
    1/21/2022
    1/21/2023
      115,000
      115,000

    Kanno Group Holdings ll Ltd
    3/31/2022
    3/31/2023
      7,606
      7,606

    Kanno Group Holdings ll Ltd
    4/25/2022
    4/25/2023
      50,000
      50,000

    Kanno Group Holdings ll Ltd
    7/12/2022
    7/12/2023
      2,388
      2,388

    Kanno Group Holdings ll Ltd -
    11/3/2022
    11/3/2023
      11,357
      11,357

    Kanno Group Holdings ll Ltd -
    12/31/2022
    12/31/2023
      6,407
      6,407

    Kanno Group Holdings ll Ltd -
    3/31/2023
    3/31/2024
      -
      13,312

    Kanno Group Holdings ll Ltd -
    6/30/2023
    6/30/2024
      -
      89,038

    Total Notes Payable - Principal

      682,377
      784,727

    Kanno Group Holdings ll Ltd – accrued interest
    n/a
    n/a
      338,079
      313,824

    Other note payable accrued interest

      134,349
      124,873

    Balance per balance sheet

      1,154,805
      1,223,424

    5

Business Combinations, page F-12

Comment 9. We note your disclosure that you completed the acquisition
of Fyniti Global Equities EBT Inc. (“Fyniti”) for 2,500,000 shares of Series B $10.00 Preferred Stock, and you have accounted
for the transaction as a business combination under ASC 805. As a result, you recorded goodwill in amount of $25,031,694. In this regard,
please address the following: • It appears you did not recognize any intangibles such as patents, copyrights, customer relationships
etc. in your purchase price allocation. In that regard, please explain how you consider any Fyniti’s existing intangible assets
other than goodwill in your allocation. • It appears you calculate the purchase price using the $10 par value when arriving at the
fair value consideration of the series B preferred stock issued. Please explain how you determined $10 represent fair value amount for
each series B preferred stock. Unaudited Pro Forma condensed combined financial information.

Response 9. The Registration Statement has been revised to provide
the requested detail.

Subsequent events, page F-28

Comment 10. We note your response to our prior comment 23 and your
disclosure on page F-28. Please address the following: • Please properly label the reporting period covered by your pro forma financial
statements. • Please provide interim pro forma income statements for the quarterly period ended March 31, 2023 since the merger incurred
in April 23. Refer to Article 11 of Regulation S-X. • Under ASC 805, the notes to the pro forma balance sheet should include a disclosure
of the date at which the stock price was determined and a sensitivity analysis for the range of possible outcomes based upon percentage
increases and decreases in the recent stock price.

Response 10. The Registration Statement has been revised to provide
the requested information.

Comment 11. Please provide audited financial statements of Fyniti Global
Equities EBT Inc. as required by Rule 8-04 of Regulation S-X. We will defer our review if the required audited financial statements are
not included in your next Form 10.

Response 11. The Registration Statement has been revised to provide
the audited financial statements requested.

    6

General

Comment 12. Please refile your exhibits in the proper text-searchable
format. For guidance, refer to Section 5.2.3.6 of the EDGAR File Manual (Volume II) EDGAR Filing (Version 60, December 2021) and Item
301 of Regulation S-T.

Response 11. The exhibits have been put in the proper format.

Sincerely,

Erik Blum, CEO

    7