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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period ________

Commission File No. 000-56558

SMC ENTERTAINMENT, INC.

(Exact name of the small business issuer as specified in its charter)

Nevada

(State of either jurisdiction of

Incorporation or Organization)

59170 Glades Road Suite 150

Boca Raton, FL 33434

(Address of principal executive offices)

(360) 820-5973

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting Company	☒
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares of Common Stock, $0.001 par value of the registrant outstanding at May 16, 2025 was 1,418,744,612

FORM 10-Q

For the Quarterly Period Ended March 31, 2025

INDEX

PART I	Financial Information	3
Item 1.	Financial Statements (unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Controls and Procedures	22

PART II	Other Information	23
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	23

Signatures		24

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024		4

Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (unaudited)		5

Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2025 and 2024 (unaudited)		6

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited)		7

Notes to the Consolidated Financial Statements (unaudited)		8

Table of Contents

SMC ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2025			2024
	(Unaudited)
ASSETS
Current assets:
Cash	$	15,650		$	11,661
Accounts receivable, net		129,134			-
Total current assets		144,784			11,661
Intangible assets, net		186,067			64,194
Total assets	$	330,851		$	75,855

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	209,290		$	139,631
Accrued compensation - related parties		700,585			615,585
Due to related party		15,125			17,625
Notes payable – related parties		1,111,460			1,111,460
Convertible notes - net of debt discount		1,090,362			683,559
Convertible notes and interest - abandoned acquisition		-			8,235,617
Accrued interest		156,152			145,883
Derivative liability		196,116			126,544
Loan payable		150,000			-
Total liabilities		3,629,090			11,075,904

Commitments and contingencies

Stockholders' deficit:
Series A preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares
issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		-			-
Series B preferred stock, $10.00 par value, 4,500,000 shares authorized, 2,500,000 shares
issued and outstanding as of both March 31, 2025 and December 31, 2024		32,500			32,500
Series C preferred stock, $0.001 par value, 25,000,000 shares authorized, 14,000,000 and 0 shares
issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		14,000			-
Series D preferred stock, $0.001 par value, 100,000 shares authorized, 70,000 and 70,000 shares
issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		70			70
Common stock, $0.001 par value, 3,000,000,000 shares authorized, 1,408,744,612 and
1,352,951,483 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		1,408,745			1,352,952
Additional paid-in capital		13,881,585			13,838,299
Accumulated deficit		(18,635,139	)		(26,223,870	)
Total stockholders' deficit		(3,298,239	)		(11,000,049	)
Total liabilities and stockholders' deficit	$	330,851		$	75,855

The accompanying notes are an integral part of these unaudited consolidated financial statements.

Table of Contents

SMC ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	March 31,
	2025			2024
Revenue	$	43,653		$	-

Operating expenses:
General and administrative		101,856			87,083
Compensation expense – related party		112,000			117,800
Development expense		20,000			-
Total operating expenses		233,856			204,883

Loss from operations		(190,203	)		(204,883	)

Other income (expense):
Interest expense		(459,854	)		(15,751	)
Gain on extinguishment of debt		8,308,360			-
Change in fair value of derivative		(69,572	)		376,447
Total other income (expense), net		7,778,934			360,696

Net income	$	7,588,731		$	155,813

Net income per common share - basic	$	0.01		$	0.00
Net income per common share - diluted	$	0.00		$	0.00

Weighted average common shares outstanding -basic		1,356,671,025			1,425,718,985
Weighted average common shares outstanding -diluted		6,305,533,332			6,240,805,535

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SMC ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2025 and 2024

(Unaudited)

	Series A				Series B				Series C				Series D Preferred								Additional		Common stock						Total
	Preferred Stock				Preferred Stock				Preferred Stock				Stock				Common Stock				Paid-in		To be			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Issued			Deficit			Deficit

Balance at December 31, 2023 (restated)		990,346	$	990		2,500,000	$	32,500		-	$	-		-	$	-		1,379,960,743	$	1,379,961	$	12,796,175	$	22,000		$	(17,793,562	)	$	(3,561,936	)
Common stock issued for services – related party		-		-		-		-		-		-		-		-		19,000,000		19,000		4,800		(22,000	)		-			1,800
Common stock issued for services		-		-		-		-		-		-		-		-		75,000,000		75,000		-		-			-			75,000
Net income		-		-		-		-		-		-		-		-		-		-		-		-			155,813			155,813
Balance at March 31, 2024		990,346	$	990		2,500,000	$	32,500		-	$	-		-	$	-		1,473,960,743	$	1,473,961	$	12,800,975	$	-		$	(17,637,749	)	$	(3,329,323	)

Balance at December 31, 2024		-		-		2,500,000		32,500		-		-		70,000		70		1,352,951,483		1,352,952		13,838,299		-			(26,223,870	)		(11,000,049	)
Common stock issued for conversion of debt and accrued interest		-		-		-		-		-		-		-		-		55,793,129		55,793		30,686		-			-			86,479
Preferred stock C issued for acquisition		-		-		-		-		14,000,000		14,000		-		-		-		-		12,600		-			-			26,600
Net income		-		-		-		-		-		-		-		-		-		-		-		-			7,588,731			7,588,731
Balance at March 31, 2025		-	$	-		2,500,000	$	32,500		14,000,000	$	14,000		70,000	$	70		1,408,744,612	$	1,408,745	$	13,881,585	$	-		$	(18,635,139	)	$	(3,298,239	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SMC ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended
	March 31,
	2025			2024
Cash flows from operating activities:
Net Income	$	7,588,731		$	155,813
Adjustments to reconcile net income to net cash used in operating activities:
Amortization of debt discount		344,448			-
Common stock issued for services – related party		-			1,800
Common stock issued for services		-			75,000
Change in fair value of derivative		69,572			(376,447	)
Amortization of intangible assets		5,299			-
Gain on extinguishment of debt		(8,308,360	)		-
Changes in operating assets and liabilities:
Accounts receivable, net		(19,057	)		-
Accounts payable and accrued liabilities		(6,303	)		832
Accrued interest		111,913			15,751
Accrued compensation - related party		85,000			114,250
Net cash used in operating activities		(128,757	)		(13,001	)

Cash flows from investing activities:
Cash acquired pursuant to business acquisition		19,113			-
Net cash provided by investing activities		19,113			-

Cash flows from financing activities:
Repayment- related parties		(2,500	)		-
Proceeds from loan – related party		-			36
Proceeds from loans		116,133			9,918
Net cash provided by financing activities		113,633			9,954
Net change in cash and cash equivalents		3,989			(3,047	)
Cash at beginning of period		11,661			4,269
Cash at end of period	$	15,650		$	1,222

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
Preferred stock C issued for acquisition	$	26,600		$	-
Common stock issued for conversion of debt and accrued interest	$	86,479		$	-
Convertible notes issued pursuant to business combination	$	3,800		$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

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SMC ENTERTAINMENT, INC.

Notes to Consolidated Financial Statements

March 31, 2025

(Unaudited)

NOTE 1 — DESCRIPTION OF BUSINESS AND HISTORY

SMC Entertainment, Inc. (the “Company” or “SMC”) was incorporated in the State of Nevada on January 23, 1998, under the name of Professional Recovery Systems, Ltd.

On April 21, 2023, the Company completed its acquisition of AI-enabled wealth management technology platform provider, Fyniti Global Equities EBT Inc. (“Fyniti”) for 2,500,000 shares of Series B $10.00 Preferred Stock.

Fyniti (www.fyniti.com, www.fynitiiq.com) is a Fintech developer and provider of technology that combines Artificial Intelligence/Machine Learning (AI/ML) driven Quantitative investing (IQ Engine) with AI-enabled wealth management Electronic Block Trading (“EBT”) technology.

On January 7, 2025, the Company completed closing on the acquisition agreement dated November 2, 2024 (the “Acquisition Agreement”) with Bateau Asset Management Pty, Ltd., an Australia company and the Bateau Shareholders (“Bateau”) to purchase 100% of the outstanding ordinary shares of Bateau (the “Bateau Equity”). See Note 9.

Bateau is a boutique investment manager founded in 2016 based in Australia with offices in Singapore. Bateau follows an absolute-return investment philosophy and a multi-manager approach to investing.

The Company is in the process of consolidating all of its current and legacy technologies (Fyniti) under one technology platform which will be referred to as FYNN AI. This consolidation will help SMC to effectively manage and streamline product offering, removal of product/feature redundancies and reduce development. With this consolidation, SMC will be more agile in deploying future features faster to meet the ever-expanding AI marketspace.

NOTE 2 — SUMMARY OF SIGNIFICANT POLICIES

Basis of Presentation

The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited consolidated financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2025. These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates include the fair value for derivatives, calculations used for stock based compensation, fair value of net assets acquired in a business combination and the estimate of the valuation allowance on deferred taxes. Actual results could differ from those estimates.

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Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).

Concentrations

During the three months ended and as of March 31, 2025, all revenues and accounts receivable attributable to Bateau were with one customer, who is a related party to Bateau.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2025 or December 31, 2024.

Accounts Receivable

Accounts receivable primarily consists of management fees earned for services provided to managed funds and investment vehicles. Accounts receivable are recorded when services are rendered and are typically due within 30 to 90 days. The Company assesses the collectability of receivables on an ongoing basis. An allowance for doubtful accounts is established when there is substantial evidence that the Company will not collect the full amount due under the contractual terms. Factors considered in the assessment include the age of the receivable, the financial condition of the customer, and historical collection experience. As of the reporting date, the Company has determined that all accounts receivable is collectible and, therefore, no allowance for doubtful accounts has been recorded

Business Combinations

The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase.

Intangible Assets

The Company accounts for its intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill. ASC Subtopic 350-30, which requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs to renew or extend the term of an intangible assets are recognized as an expense when incurred.

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

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Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to ASC 260-10-45. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of March 31, 2025, there are 1,876,876,877, 14,000,000 and 44,400,267 potentially dilutive shares from Series B, Series C and Series D preferred stock, respectively, and 733,819,216 potentially diluted shares from convertible debt. Diluted amounts are not presented when the effect of the computations is anti-dilutive due to the losses incurred.

The Company is aware that the current number of potentially dilutive common shares exceeds its authorized shares and has taken the appropriate steps to remediate the situation.

Stock-Based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date fair value of the equity instruments the entity is obligated to issue when the employees and non-employees have rendered the requisite service and satisfied any other conditions necessary to earn the right to benefit from the instruments. Topic 718 also states that observable market prices of identical or similar equity or liability instruments in active markets are the best evidence of fair value and, if available, should be used as the basis for the measurement for equity and liability instruments awarded in these share-based payment transactions. However, if observable market prices of identical or similar equity or liability instruments are not available, the fair value shall be estimated by using a valuation technique or model that complies with the measurement objective, as described in FASB ASC Topic 718.

Revenue Recognition

The Company recognizes revenue under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). The Company determines revenue recognition through the following steps:

	●	Identification of a contract with a customer;
	●	Identification of the performance obligations in the contract;
	●	Determination of the transaction price;
	●	Allocation of the transaction price to the performance obligations in the contract; and
	●	Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

Bateau generates management fee revenue from its investment advisory services. Management fees are generally based on a percentage of assets under management (“AUM”) and are recognized as revenue over time in accordance with the terms of the respective management agreements, typically on a monthly or quarterly basis. The fees are based on the underlying assets which Bateau manages for services provided to managed funds and investment vehicles.

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Derivative Financial Instruments

The Company evaluates all its contracts to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Fair value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP) and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable approximates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

The following table classifies the Company’s asset measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2025:

Description	Level 1		Level 2		Level 3
Derivative liability	$	-	$	-	$	196,116
Total	$	-	$	-	$	196,116

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2024:

Description	Level 1		Level 2		Level 3
Derivative liability	$	-	$	-	$	126,544
Total	$	-	$	-	$	126,544

Segment Information

In accordance with ASC 280, Segment Reporting (“ASC 280”), we identify our operating segments according to how our business activities are managed and evaluated. As of March 31, 2025 our operating segments included: Corporate and Fyniti. As the Company integrates its acquisition of Bateau, it may reevaluate its operating and reporting segments in the second quarter of 2025. Each operating segment currently reports to the Chief Executive Officer, the chief operating decision-maker. The results of our operating segments are aggregated into one reportable segment. All of the operating segments have met the aggregation criteria and have been aggregated and are presented as one reportable segment, as permitted by ASC 280. We continually monitor and review our segment reporting structure in accordance with authoritative guidance to determine whether any changes have occurred that would impact our reportable segments.

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Recently issued accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The new standard is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in the annual financial statements for the year ended December 31, 2024, and for interim periods beginning in 2025. The adoption of ASU 2023-07 did not have a significant impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the income tax reconciliation and income taxes paid. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The new standard is effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company believes the amendments of ASU 2023-09 will not have a significant impact on the Company’s consolidated financial statements and will include all required disclosures upon adoption.

The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 — GOING CONCERN

The accompanying unaudited consolidated 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, has an accumulated deficit of $18,635,139 at March 31, 2025 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 consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties.

NOTE 4 — INTANGIBLE ASSETS

Intangible assets as of March 31, 2025 and December 31, 2024 consisted of the following:

	March 31,			December 31,
	2025			2024
Developed technology	$	64,194		$	64,194
Customer relationships		127,172			-
		191,366			64,194
Less: Accumulated amortization		(5,299	)		-
	$	186,067		$	64,194

See Note 9 for further detail on the customer relationships acquired pursuant to the Bateau acquisition in January 2025.

In connection with the Fyniti acquisition, the Company identified intangible assets of $64,194 pertaining to developed technology of the Fyniti platform. The developed technology will be amortized over an estimated useful life of 3 years when placed in service, which is expected in second quarter of 2025.

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During the three months ended March 31, 2025 and 2024, the Company recorded amortization expense of $5,299 and $0, respectively.

The estimated future amortization expense for the next five years and thereafter is as follows:

Year ending December 31,
2025	$	20,137
2026		25,434
2027		25,434
2028		25,434
Thereafter		25,434
Total	$	121,873

NOTE 5 — DEBT

Convertible Notes Payable

A summary of all the Company’s convertible loans is as follows.

	Date Issued		Maturity Date		Interest Rate			Balance 12/31/2024			Additions			Conversions/ Payments			Balance 3/31/2025			Conversion Terms
Christopher Whitcomb	7/7/2016		7/7/2017			18	%	$	2,393		$	-		$	-		$	2,393			(1	)
Christopher Whitcomb	1/25/2017		1/25/2018			18	%	$	29,050		$	-		$	-		$	29,050			(1	)
Christopher Whitcomb	5/30/2017		5/30/2018			18	%	$	32,640		$	-		$	-		$	32,640			(1	)
Kanno Group Holdings ll Ltd	10/1/2019		10/1/2020			12	%	$	42,601		$	-		$	(42,601	)	$	-		$	0.00466
Kanno Group Holdings ll Ltd	1/6/2020		1/6/2021			12	%	$	14,977		$	-		$	(14,977	)	$	-		$	0.00615
Kanno Group Holdings ll Ltd	6/30/2020		6/30/2021			12	%	$	7,732		$	-		$	-		$	7,732		$	0.00615
Kanno Group Holdings ll Ltd	12/31/2020		12/31/2021			12	%	$	9,527		$	-		$	-		$	9,527		$	0.00185
Kanno Group Holdings ll Ltd	3/31/2021		3/31/2022			12	%	$	5,112		$	-		$	-		$	5,112		$	0.00628
Kanno Group Holdings ll Ltd	7/24/2021		7/24/2022			12	%	$	5,406		$	-		$	-		$	5,406		$	0.00603
Kanno Group Holdings ll Ltd	11/1/2021		11/1/2022			12	%	$	2,828		$	-		$	-		$	2,828		$	0.00544
Kanno Group Holdings ll Ltd	12/31/2021		12/31/2022			12	%	$	37,391		$	-		$	-		$	37,391		$	0.00509
Kanno Group Holdings ll Ltd	3/31/2022		3/31/2023			12	%	$	7,606		$	-		$	-		$	7,606		$	0.00222
Kanno Group Holdings ll Ltd	4/25/2022		4/25/2023			12	%	$	50,000		$	-		$	-		$	50,000		$	0.00206
Kanno Group Holdings ll Ltd	7/12/2022		7/12/2023			12	%	$	2,388		$	-		$	-		$	2,388		$	0.00163
Kanno Group Holdings ll Ltd	11/3/2022		11/3/2023			12	%	$	11,357		$	-		$	-		$	11,357		$	0.00167
Kanno Group Holdings ll Ltd	12/31/2022		12/31/2023			12	%	$	6,407		$	-		$	-		$	6,407		$	0.00096
Kanno Group Holdings ll Ltd	3/31/2023		3/31/2024			12	%	$	13,312		$	-		$	-		$	13,312		$	0.00054
Kanno Group Holdings ll Ltd	6/30/2023		6/30/2024			12	%	$	89,038		$	-		$	-		$	89,038		$	0.00084
Kanno Group Holdings ll Ltd	9/30/2023		9/30/2024			12	%	$	36,230		$	-		$	-		$	36,230		$	0.00042
Kanno Group Holdings ll Ltd	12/31/2023		9/30/2024			12	%	$	19,726		$	-		$	-		$	19,726		$	0.00035
Kanno Group Holdings ll Ltd	3/31/2024		3/31/2025			n/a		$	9,918		$	-		$	-		$	9,918		$	0.0003
Kanno Group Holdings ll Ltd	6/30/2024		6/30/2025			n/a		$	67,584		$	-		$	-		$	67,584		$	0.00117
ChainTrade, Ltd	5/30/2024		11/30/2025			5	%	$	8,000,000		$	-		$	(8,000,000	)	$	-		$	1.00
Proactive Capital Partners	7/1/2024		demand			10	%	$	35,000		$	-			-		$	35,000		$	0.002
Kanno Group Holdings ll Ltd	9/30/2024		9/30/2025			n/a		$	48,845		$	-		$	-		$	48,845		$	0.0011
Proactive Capital Partners	11/12/2024		8/1/2025			10	%	$	15,000		$	-		$	-		$	15,000		$	0.001
Red Road Holdings Corp	12/6/2025		9/15/2024			12	%	$	51,000		$	-		$	-		$	51,000		$	(2	)
Kanno Group Holdings ll Ltd	12/31/2024		12/31/2025			n/a		$	35,824		$	-		$	-		$	35,824		$	0.00066
Stuart Haley*	1/7/2025		1/7/2027			5	%	$	-		$	2,000,000		$	-		$	2,000,000		$	1.00
Red Road Holdings Corp	1/9/2025		10/30/2025			12	%	$	-		$	56,000		$	-		$	56,000		$	0.0003
Red Road Holdings Corp	3/11/2025		12/30/2025			12	%	$	-		$	48,000		$	-		$	48,000		$	0.0003
Kanno Group Holdings ll Ltd	3/31/2025		3/31/2026			n/a		$	-		$	26,133		$	-		$	26,133		$	0.00072
								$	8,688,892		$	2,130,133		$	(8,057,578	)	$	2,761,447
																		-
Kanno Group Holdings ll Ltd – accrued interest		n/a		n/a		n/a		$	72,228		$	8,997		$	(28,901	)	$	52,324
Other accrued interest		n/a		n/a		n/a		$	309,272		$	101,498		$	(306,942	)	$	103,828
Less discount								$	(5,333	)	$	(1,665,752	)	$	-		$	(1,671,085	)
Total convertible debt and accrued interest								$	9,065,059		$	574,876		$	(8,393,421	)	$	1,246,514

	(1)	25% discount to the lowest closing price within the 60 previous trading sessions.
	(2)	greater of 1) $0.0003, or 65% of the lowest trading price for 10 days prior to conversion date.

*Represents the seller of Bateau (see Note 9).

On January 9, 2025, the Company issued two convertible promissory notes to the sellers of Bateau for an aggregate principal of $2,000,000. The notes are convertible into shares of common stock at $1.00 per share. The Company recorded the notes at a fair value of $3,800, based on the 2,000,000 shares of common stock for which the notes are convertible into and the fair value of the Company’s common stock of $0.0019 at the time of issuance. Accordingly, the Company recognized a debt discount of $1,996,200 pertaining to the Bateau notes. Through March 31, 2025, $340,448 of the notes were amortized to interest expense.

On March 16, 2025, Kanno converted $57,578 and $28,901 of principal and interest, respectively, into 55,793,129 shares of common stock.

All notes past their maturity date are considered to be in default.

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The following is a summary of the convertible notes:

	March 31, 2025			December 31, 2024
Total convertible notes, principal outstanding	$	2,761,447		$	688,892
Less: unamortized debt discount		(1,671,085	)		(5,333	)
Convertible notes - net of debt discount	$	1,090,362		$	683,559

	March 31, 2025		December 31, 2024
Convertible notes, principal - abandoned acquisition	$	-	$	8,000,000
Convertible notes, accrued interest - abandoned acquisition		-		235,617
Convertible notes and interest - abandoned acquisition	$	-	$	8,235,617

Convertible notes and interest – abandoned acquisition per the consolidated balance sheet represents the promissory note and accrued interest with ChainTrade, LTD (“ChainTrade”) pursuant to its May 2024 acquisition agreement (see Note 9). The Company has abandoned this acquisition due to nonperformance of the seller. In March 2025, the Company extinguished the note and accrued interest. See Note 9 for details.

Derivative Liability

A summary of the activity of the derivative liability for the notes above is as follows:

	Derivative
	Liability
Balance at December 31, 2024	$	126,544
Derivative loss due to mark to market adjustment		69,572
Balance at March 31, 2025	$	196,116

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of March 31, 2025, is as follows:

Inputs	March 31, 2025		December 31, 2024		Initial Valuation
Stock price	$	0.0019	$	0.0015	$0.006 - $0.0115
Conversion price	$0.0007 - $0.0008		$0.0007 - $0.0008		$0.0016 - $0.0098
Volatility (annual)	171.84%-213.52%		145.76% - 213.52%		163.53% - 214.94%
Risk-free rate	4.32% - 4.24%		4.73% - 4.24%		0.39% - 1.55%
Dividend rate		-		-		-
Years to maturity	0.25 - 0.51		0.25 - 0.51			1

The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management.

Loan Payable

In connection with the Bateau acquisition in January 2025 (see Note 9), the Company assumed two outstanding loans payable. The loans are with Bateau’s management and shareholders. One loan totaling $50,000 in outstanding principal is due on December 31, 2026 and the other loan totaling $100,000 in outstanding principal is due on November 30, 2025. Both loans bear interest at 12.5% per annum.

NOTE 6 — COMMON STOCK

On March 16, 2025, Kanno converted $57,578 and $28,901 of principal and interest, respectively, into 55,793,129 shares of common stock.

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NOTE 7 — PREFERRED STOCK

Series B Preferred Stock

On December 16, 2021, the Company amended its Articles of Incorporation, creating a series of Preferred Stock designating 4,500,000 shares of Series B Convertible Preferred Stock, par value $10.00 per share. The Series B preferred stock are entitled to dividends, if declared, and are convertible into common stock at a discount of 10% to the preceding ten day weighted average price. In 2023, the preferred stock designation was amended and restated as to the conversion terms, which now read that one share of the preferred stock is convertible into 10 shares of common stock.

As of March 31, 2025 and December 31, 2024, there were 2,500,000 shares of Series B Preferred Stock outstanding.

Series C Preferred Stock

On November 6, 2024, the Company Amended its Articles of Incorporation to authorize and designate 25,000,000 shares of Series C Preferred Stock (“Series C”), par value $0.001. The Series C has a stated value of $1.00, has no voting rights and converts into shares of common stock of one for one.

On January 9, 2025, the Company issued 14,000,000 shares of Series C Preferred Stock for Bateau Acquisition at a fair value of $26,600, which is calculated based on 14,000,000 shares of common stock for which the Series C Preferred Stock are convertible into and the fair value of common stock at the issuance date of $0.0019 per share. See Note 9.

As of March 31, 2025, there were 14,000,000 shares of Series C Preferred Stock outstanding.

Series D Preferred Stock

On October 25, 2024, the Company Amended its Articles of Incorporation to authorize and designate 100,000 shares of Series D Preferred Stock (“Series D”), par value $0.001. The Series D has a stated value of $10.00, has no voting rights and converts into shares of common stock at the rate of 65% of the lowest trade during the ninety trading days prior to the conversion date. As of the issuance date of these consolidated financial statements, the parties have agreed to and the company is currently amending the Series D Certificate of Designation to include a conversion floor price of $0.015 per share.

In October 2024, the Company exchanged $546,895 of debt and accrued interest for 55,000 shares of Series D stock.

On December 30, 2024, Kanno converted $150,000 in accrued interest into 15,000 shares of Series D stock.

As of March 31, 2025 and December 31, 2024, there were 70,000 shares of Series D preferred stock outstanding.

NOTE 8 — RELATED PARTY TRANSACTIONS

On March 31, 2024, the Company entered into a new consulting agreement with Ronald Hughes and North Arm Capital LLC. Per the terms of the agreement, effective January 1, 2024, Mr. Hughes is to be compensated $5,000 per month. In addition, the Company issued to Mr. Hughes a convertible promissory note for all accrued compensation as of December 31, 2023. The note for $517,000 is non-interest bearing and convertible into shares of common stock at $0.0006 per share. As of March 31, 2025 and December 31, 2024, there is $50,000 and $35,000 due to Mr. Hughes, respectively, for accrued consulting services.

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On March 31, 2024, the Company entered into a new consulting agreement with Erik Blum and J W Price LLC. Per the terms of the agreement, effective January 1, 2024, Mr. Blum is to be compensated $26,666 per month. In addition, the Company issued to Mr. Blum a convertible promissory note for all accrued compensation as of December 31, 2023. The note for $594,460 is non-interest bearing and convertible into shares of common stock at $0.00055 per share. As of March 31, 2025 and December 31, 2024, there is $232,710 and $177,710 due to Mr. Blum, respectively, for accrued consulting services.

As of December 31, 2024, there is $42,000 due to Mr. Yang, respectively, who resigned as CFO in January 2025.

The following is a summary of notes payable to related parties as of March 31, 2025:

Convertible note to Mr. Hughes for accrued compensation
as of March 31, 2025. Non-interest bearing and convertible
into shares of common stock at $0.0006 per share.	$	517,000

Convertible note to Mr. Blum for accrued compensation
as of March 31, 2025. Non-interest bearing and convertible
into shares of common stock at $0.00055 per share.		594,460
	$	1,111,460

NOTE 9 — ACQUISITIONS

ChainTrade, LTD

On June 21, 2024, the Company closed on the May 30, 2024 Acquisition Agreement (the “Acquisition Agreement”) with ChainTrade, LTD (“ChainTrade”), to purchase 100% of the assets of ChainTrade’s AI-powered Trading Platform (the “Platform”). Under the terms of the Acquisition Agreement, the Company purchased the ChainTrade Assets in exchange for an $8,000,000 promissory note, with a term of 18 months, and a 5% interest rate. The Note is convertible into shares of the Company’s common stock at $1.00 per share. The Company has also committed to provide total working capital of $500,000, in tranches, over 18 months. The first tranche of $30,000 was paid during the quarter ended June 30, 2024. The purchase price is based on an estimate of the fair value of the convertible shares.

On June 25, 2024, as required by the Acquisition Agreement, Paul (Prem) Couture, CEO of ChainTrade, and Red Matter Capital, was appointed as the Company’s Chief Technology Officer. Mr. Couture and the Company entered into an Employment Agreement under which he is to be paid a salary of $7,500 per month, for a term of one year for his service as Chief Technology Officer. Also on June 25, 2024, Bryan Feinberg was appointed to our Board of Directors.

On March 5, 2025, the Company formed FYNX, Inc., a Nevada corporation, which is the Company’s wholly-owned subsidiary (“FYNX”). On March 7, FYNX entered into an Assignment Agreement with Plato Technologies, Inc. (“Plato”), the majority holder of the equity in ChainTrade, under which Plato assigned all of its rights, title and interest in ChainTrade to FYNX in exchange for a mutual release of claims. Upon the execution of the Assignment Agreement, FYNX acquired 50% voting control of ChainTrade and became Chain trade’s Manager.

On March 17, 2025, the Company filed a lawsuit (Case No. A-25-914825-C) in the District Court of Clark County Nevada, against ChainTrade and FYNX, related to certain representations and warranties made by Chaintrade in the Acquisition Agreement. ChainTrade and FYNX accepted service of the complaint on March 24, 2025.

On April 18, 2025, the Nevada Court ruled in favor of the Company and issued an Entry of Stipulation and Order for Dismissal under which the Acquisition Agreement dated May 30, 2024 was unwound and terminated, and the $8,000,000 Promissory Note issued to ChainTrade, in exchange for ChainTrade assets which were not delivered, was cancelled due to lack of consideration. The parties further agreed that subject to the express terms of the Settlement Agreement dated March 7, 2025, all claims, counterclaims, cross-claims and affirmative defenses by and between the Settling Parties were dismissed with prejudice.

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As a result of the legal proceedings, the Company extinguished the full promissory note and accrued interest totaling $8,308,360 due to ChainTrade’s nonperformance, and accordingly recognized a gain on extinguishment in the consolidated statements of operations.

Bateau Asset Management Pty, Ltd

On November 2, 2024, the Company entered into an Acquisition Agreement (the “Bateau Acquisition Agreement”) with Bateau Asset Management Pty, Ltd., an Australia company (“Bateau”), and the Shareholders of Bateau to purchase 100% of the outstanding ordinary shares of Bateau (the “Bateau Equity”). Under the terms of the Acquisition Agreement, the Company will purchase Bateau Equity for the issuance to Bateau of 14,000,000 shares of the Company’s Series C Preferred Stock and two convertible promissory notes, each in the principal amount of $1,000,000 (the “Notes”), carrying 5% interest, which are convertible into shares of the Company’s Common Stock at $1 per share. The Company closed on the Bateau Acquisition on January 9, 2025.

The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below.

Provisional Purchase Price Allocation

Consideration
Series C Preferred stock	$	26,600
Convertible notes		3,800
Total consideration issued	$	30,400
Identified assets, liabilities, and noncontrolling interest
Cash		19,113
Intangible assets - customer relationships		127,172
Accounts receivable, net		110,077
Accounts payable and accrued liabilities		(75,962	)
Loan payable		(150,000	)
Total identified assets, liabilities, and noncontrolling interest		30,400
Excess purchase price allocated to goodwill	$	-

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Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information presents the Company’s financial results as if the Bateau acquisition had occurred as of January 1, 2024. The unaudited pro forma financial information is not necessarily indicative of what the financial results actually would have been had the acquisitions been completed on this date. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project, the Company’s future financial results. The unaudited pro forma information does not give effect to any estimated and potential cost savings or other operating efficiencies that could result from the acquisition:

	Three Months Ended
	March 31,
	2025		2024
Net revenues	$	43,653	$	64,249
Net income	$	7,588,731	$	115,275
Net income per common share	$	0.01	$	0.00

NOTE 10 — SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, Subsequent Events, from the balance sheet date through the date the consolidated financial statements were issued and has determined that there are the following material subsequent events.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis should be read in conjunction with our unaudited consolidated financial statements and related notes thereto included elsewhere in this quarterly report.

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward-looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s expectations. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q or, in the case of documents referred to or incorporated by reference, the date of those documents.

The following discussion and analysis should be read in conjunction with our unaudited financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Company Overview and Description of Business

Fyniti, (www.fyniti.com, www.fynitiiq.com) is a Fintech platform developer founded by veteran Wall Street technologists and investment bankers who worked for Goldman Sachs, JP Morgan Chase, Bank of America (Merrill Lynch) and Citigroup. Fyniti has a clear focus on developing disruptive technologies in the Wealth Management and capital markets domains. Fyniti owns the IQ Engine and EBT Technology.

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Fintech developer and provider of technology that combines Artificial Intelligence/Machine Learning (AI/ML) driven Quantitative investing (IQ Engine) with AI-enabled wealth management Electronic Block Trading (“EBT”) technology.

On August 14, 2023, the Company filed a Certificate of Change with the Nevada Secretary of State to increase the authorized shares of the Company’s common stock to 3,000,000,000.

On January 7, 2025, the Company completed closing on the acquisition agreement dated November 2, 2024 (the “Acquisition Agreement”) with Bateau Asset Management Pty, Ltd., an Australia company and the Bateau Shareholders (“Bateau”), and the Shareholders of Bateau to purchase 100% of the outstanding ordinary shares of Bateau (the “Bateau Equity”).

Results of Operations

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) includes a discussion of the consolidated results from operations of SMC Entertainment, Inc. and its subsidiaries.

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Revenue

For the three months ended March 31, 2025 and 2024, we recognized $43,653 and $0 revenue, respectively. In the current period our revenue came via management fees from the newly acquired Bateau Asset Management Pty, Ltd.

General and Administrative Expenses

General and Administrative expenses (“G&A”) for the three months ended March 31, 2025 were $101,856 as compared to $87,083 for the comparable prior period, an increase of $14,773 or 16.9%. In the current period we had G&A expense for Bateau of $33,372. This added G&A expense was offset by a decrease in consulting expense during the period.

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Compensation Expense – Related Party

Compensation Expense – Related Party for the three months ended March 31, 2025, was $112,000 as compared to $117,800 for the comparable prior period, a decrease of $5,800 or 4.9%.

Development Expense

During the three months ended March 31, 2025, we have new development expense of $20,000 for payments made to Plato Technologies.

Other Income (Expense)

Total other income for the three months ended March 31, 2025, was $7,778,934 compared to $360,696 for the comparable prior period. In the current period we had interest expense of $459,854, of which $344,448 was for the amortization of debt discount, a gain on extinguishment of debt of $8,308,360 and a loss of $69,572 related to the change in the fair value of derivatives. In the prior period we had interest expense of $15,751 and a gain of $376,447 related to the change in the fair value of derivatives.

Net Income

For the three months ended March 31, 2025, we had net income of $7,588,731, mainly due to the gain from the extinguishment of debt. For the three months ended March 31, 2024, we had net income of $155,813.

Liquidity and Capital Resources

During the three months ended March 31, 2025, we used $128,757 of cash in operations compared to $13,001 used in the prior period.

During the three months ended March 31, 2025, we netted $19,113 of cash from investing activities compared to $0 received in the prior period resulting from cash acquired pursuant to the Bateau acquisition.

During the three months ended March 31, 2025, we netted $113,633 of cash from financing activities compared to $9,954 received in the prior period.

As of March 31, 2025, we have convertible notes, including accrued interest, due of $2,917,599. We also have notes payable to related parties of $1,111,460.

The following is a summary of the convertible notes:

	March 31, 2025			December 31, 2024
Total convertible notes, principal outstanding	$	2,761,447		$	688,892
Less: unamortized debt discount		(1,671,085	)		(5,333	)
Convertible notes - net of debt discount	$	1,090,362		$	683,559

Off-Balance Sheet Arrangements

As of March 31, 2025, the Company had no off-balance sheet arrangements.

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Going Concern

Our auditors have expressed substantial doubt as to our ability to continue as a going concern. The accompanying unaudited consolidated financial statements have been prepared on a going concern basis. For the three months ended March 31, 2025, the Company had net income of $7,588,731; however, this was largely due to the extinguishment of debt. We had net cash used in operating activities of $128,757 and an accumulated deficit of $18,635,139. 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies

Refer to Note 2 for a condensed discussion of our critical accounting policies and to our Form 10K, which includes our audited financial statements for the year ended December 31, 2024, for a full discussion of our critical accounting policies.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures during the three months ended March 31, 2025 were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The term “disclosure controls and procedures,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Notwithstanding the identified material weaknesses, management believes the financial statements included in this quarterly report on Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during quarter ended March 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

ITEM 1. Legal Proceedings

There are no claims, actions, suits, proceedings, or investigations that are currently pending or, to the Company’s knowledge, threatened by or against the Company or respecting its operations or assets, or by or against any of the Company’s officers, directors, or affiliates.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Exhibits.

Exhibit No.		Description
31.1		Rule 13a14(a)/15d-14(a) Certification of Chief Executive Officer
32.1		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101.INS*		Inline XBRL Instance Document(1)
101.SCH*		Inline XBRL Taxonomy Extension Schema Document(1)
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document(1)
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document(1)
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document(1)
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document(1)

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 15, 2025	SMC ENTERTAINMENT, INC.

	By:	/s/ Erik Blum
		Name: Erik Blum
		Title: Chief Executive Officer
		(Principal Executive Officer) and Director

	By:	/s/ Eric Sherb
		Name: Eric Sherb
		Title: Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

SMC Entertainment, Inc. 10-Q