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 ~~September~~March 3031, ~~2024~~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~~ENTERTAINMENT, ~~Inc~~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 ~~November~~May 1816, ~~2024~~2025 was 1,~~352~~418,~~951~~744,~~483~~612

FORM 10-Q

For the Quarterly Period Ended ~~September~~March 3031, ~~2024~~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	1619
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1922
Item 4.	Controls and Procedures	1922
PART II	Other Information	23
Item 1.	Legal Proceedings	2023
Item 1A.	Risk Factors	2023
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2023
Item 3.	Defaults Upon Senior Securities	2023
Item 4.	Mine Safety Disclosures	2023
Item 5.	Other Information	2023
Item 6.	Exhibits	2123
Signatures		2224

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023		4
Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024		4
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)		5
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 and Nine Months Ended September 30, 2024 and 2023 (unaudited)		6
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 Nine Months Ended September 30, 2024 and 2023 (unaudited)		8
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited)		7
Notes to the Consolidated Financial Statements (unaudited)		98

Table of Contents

SMC ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
ASSETS	(Unaudited)			(Audited)
	(Unaudited)
Current Assets:
ASSETS
Cash	$	1,752		$	7,269
Current assets:
Receivable		—			300,000
Cash	$	15,650		$	11,661
Total Current Assets		1,752			307,269
Accounts receivable, net		129,134			-
Goodwill		64,194			64,194
Total current assets		144,784			11,661
Intangible assets		29,600			-
Intangible assets, net		186,067			64,194
Total Assets	$	95,546		$	371,463
Total assets	$	330,851		$	75,855
LIABILITIES & STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Current liabilities:
Accounts payable and accrued liabilities	$	~~130~~209,~~455~~290		$	87139,~~887~~631
Accrued compensation– related parties		151,250			1,486,335
Accrued compensation - related parties		700,585			615,585
Due to related party		1615,~~810~~125			2217,~~394~~625
Notes payable – related parties		1,111,460			—1,111,460
Convertible notes		9,007,616			846,269
Convertible notes - net of debt discount		1,090,362			683,559
Accrued interest		501,635			465,064
Convertible notes and interest - abandoned acquisition		-			8,235,617
Derivative liability		617,224			792,575
Accrued interest		156,152			145,883
Total Current Liabilities		11,536,450			3,700,524
Derivative liability		196,116			126,544
Total Liabilities		11,536,450			3,700,524
Loan payable		150,000			-
Stockholders’ Deficit:
Total liabilities		3,629,090			11,075,904
Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized; 990,346 shares issued and outstanding		990			990
Commitments and contingencies
Series B Preferred stock, $10.00 par value, 4,500,000 shares authorized; 2,500,000 and 2,500,000 shares issued and outstanding, respectively		32,500			32,500
Stockholders' deficit:
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,352,951,483 and 1,379,960,743 shares issued and outstanding, respectively		1,352,952			1,379,961
Series A preferred stock, $0.001 par value, 1,000,000 shares authorized, no shares
Common stock to be issued		—			22,000
issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		-			-
Additional paid-in capital		13,505,174			12,796,175
Series B preferred stock, $10.00 par value, 4,500,000 shares authorized, 2,500,000 shares
Accumulated deficit		(26,332,520	)		(17,560,687	)
issued and outstanding as of both March 31, 2025 and December 31, 2024		32,500			32,500
Total Stockholders’ Deficit		(11,440,904	)		(3,329,061	)
Series C preferred stock, $0.001 par value, 25,000,000 shares authorized, 14,000,000 and 0 shares
Total Liabilities and Stockholders’ Deficit	$	95,546		$	371,463
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)

	For the Three Months Ended						For the Nine Months Ended
	Three Months Ended
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Operating Expenses:
Revenue	$	43,653		$	-
General and administrative	$	62,446		$	53,404		$	191,612		$	188,254
Operating expenses:
Compensation expense – related party		116,000			232,800			349,800			521,200
General and administrative		101,856			87,083
Bad debt expense		—			—			300,000			—
Compensation expense – related party		112,000			117,800
Development expense		6820,~~800~~000			—-			~~98,800~~			—
Total operating expenses		~~247~~233,~~246~~856			~~286,~~204,883			~~940,212~~			~~709,454~~
Loss from operations		(~~247~~190,~~246~~203	)		(~~286,~~204,883	)		~~(940,212~~	)		~~(709,454~~	)
Other income (expense):
Interest expense		(~~118~~459,~~892~~854	)		(815,~~002~~751	)		~~(186,955~~	)		~~(21,428~~	)
Gain on conversion of debt		—			—			—			7,638
Gain on extinguishment of debt		8,308,360			-
Gain on forgiveness of debt		150,384			—			150,384			—
Change in fair value of derivative		(69,572	)		376,447
Loss on conversion of debt		—			(45,815	)		—			(103,315	)
Total other income (expense), net		7,778,934			360,696
Transaction expense		—			—			(7,970,400	)		—
Net income	$	7,588,731		$	155,813
Change in fair value of derivative		5,907,520			44,472			175,350			(259,028	)
Net income per common share - basic	$	0.01		$	0.00
Total Other Income (Expense)		5,939,012			(9,345	)		(7,831,621	)		(376,133	)
Net income per common share - diluted	$	0.00		$	0.00
Net Income (Loss)	$	5,691,766		$	(295,549	)	$	(8,771,833	)	$	(1,085,587	)
Weighted average common shares outstanding -basic		1,356,671,025			1,425,718,985
Net income (loss) per share – basic	$	0.01		$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted average common shares outstanding -diluted		6,305,533,332			6,240,805,535
Net income (loss) per share – diluted	$	0.00		$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted average shares outstanding, basic		1,352,951,483			1,275,319,438			1,403,827,497			1,121,275,825
Weighted average shares outstanding, diluted		4,930,411,771			1,275,319,438			1,403,827,497			1,121,275,825

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

Table of Contents

SMC ENTERTAINMENT, INC.CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICITFor the Three and Nine Months Ended September 30, 2024(Unaudited)
	Series A Preferred Stock				Series B Preferred Stock				Common Stock						Additional		Common						Total
	Shares		Amount		Shares		Amount		Shares			Amount			Paid-in Capital		Stock toBe Issued			AccumulatedDeficit			Stockholders’Deficit
Balance, December 31, 2023		990,346	$	990		2,500,000	$	32,500		1,379,960,743		$	1,379,961		$	12,796,175	$	22,000		$	(17,560,687	)	$	(3,329,061	)
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, March 31, 2024		990,346		990		2,500,000		32,500		1,473,960,743			1,473,961			12,800,975		—			(17,404,874	)		(3,096,448	)
Common stock issued for accrued compensation – related party		—		—		—		—		121,990,740			121,991			82,509		—			—			204,500
Common stock issued for accrued compensation		—		—		—		—		7,000,000			7,000			7,000		—			—			14,000
Common stock cancelled		—		—		—		—		(250,000,000	)		(250,000	)		250,000		—			—
Forgiveness of debt – related party		—		—		—		—		—			—			364,690		—			—			364,690
Net loss		—		—		—		—		—			—			—		—			(14,619,412	)		(14,619,412	)
Balance, June 30, 2024		990,346		990		2,500,000		32,500		1,352,951,483			1,352,952			13,505,174		—			(32,024,286	)		(17,132,670	)
Net loss		—		—		—		—		—			—			—		—			5,691,766			5,691,766
Balance, September 30, 2024		990,346	$	990		2,500,000	$	32,500		1,352,951,483		$	1,352,952		$	13,505,174	$	—		$	(26,332,520	)	$	(11,440,904	)

SMC ENTERTAINMENT, INC.

6CONSOLIDATED ~~Table~~STATEMENTS ofOF ~~Contents~~CHANGES IN STOCKHOLDERS’ DEFICIT

SMC ENTERTAINMENT, INC.CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICITFor the Three and Nine Months Ended September 30, 2023 (Unaudited)
	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional			Discount to			Common Stock to			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Paid-in Capital			Preferred Stock			Be Issued			Deficit			Deficit
Balance, December 31, 2022		989,626	$	990		—	$	—		962,535,830	$	962,536	$	12,657,620		$	—		$	23,500		$	(16,000,004	)	$	(2,355,358	)
Common stock issued for conversion of debt		—		—		—		—		63,000,000		63,000		88,200			—			—			—			151,200
Common stock issued for services – related party		—		—		—		—		—		—		—			—			4,350			—			4,350
Common stock issued for services		—		—		—		—		17,206,731		17,207		12,793			—			(15,000	)		—			15,000
Net loss		—		—		—		—		—		—		—			—			—			(430,907	)		(430,907	)
Balance, March 31, 2023		989,626		990		—		—		1,042,742,561		1,042,743		12,758,613			—			12,850			(16,430,911	)		(2,615,715	)
Common stock issued for services – related party		—		—		—		—		—		—		—			—			4,050			—			4,050
Common stock issued for services		—		—		—		—		19,318,182		19,318		3,182			—			—			—			22,500
Common stock issued for conversion of debt		—		—		—		—		100,000,000		100,000		40,000			—			—			—			140,000
Preferred stock issued for acquisition		—		—		2,500,000		25,000,000		—		—		—			(24,967,500	)		—			—			32,500
Net loss		—		—		—		—		—		—		—			—			—			(359,131	)		(359,131	)
Balance, June 30, 2023		989,626		990		2,500,000		25,000,000		1,162,060,743		1,162,061		12,801,795			(24,967,500	)		16,900			(16,790,042	)		(2,775,796	)
Common stock issued for services – related party		—		—		—		—		100,000,000		100,000		(10,000	)		—			2,800			—			92,800
Common stock issued for conversion of debt		—		—		—		—		53,900,000		53,900		10,780			—			—			—			64,680
Net loss		—		—		—		—		—		—		—			—			—			(295,549	)		(295,549	)
Balance, September 30, 2023		989,626	$	990		2,500,000	$	25,000,000		1,315,960,743	$	1,315,961	$	12,802,575		$	(24,967,500	)	$	19,700		$	(17,085,591	)	$	(2,913,865	)

For the Three Months Ended March 31, 2025 and 2024

~~The~~(Unaudited) ~~accompanying notes are an integral part of these unaudited consolidated financial statements.~~

7 Table of Contents

	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	)

~~SMC~~The ~~ENTERTAINMENT,~~accompanying ~~INC~~notes are an integral part of these unaudited consolidated financial statements.

~~CONSOLIDATED~~6 ~~STATEMENTS~~Table OFof ~~CASH FLOWS~~Contents

~~(Unaudited)~~SMC ENTERTAINMENT, INC.

	For the Nine Months Ended September 30,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(8,771,833	)	$	(1,085,587	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services – related party		1,800			101,200
Common stock issued for services		75,000			37,500
Change in fair value of derivative		(175,351	)		316,528
Gain on conversion of debt		(150,384	)		(7,638	)
Loss on conversion of debt		—			45,815
Bad debt expense		300,000			—
Transaction expense		7,970,400			—
Changes in operating assets and liabilities:
Prepaid expenses		—			6,000
Accounts payable and accrued liabilities		42,568			6,551
Accrued interest		186,955			35,042
Accrued compensation – related party		355,751			417,000
Net cash used in operating activities		(165,094	)		(127,589	)
Cash Flows from Investing Activities:		—			—
Cash Flows from Financing Activities:
Cash overdraft assumed with acquisition		—			(425	)
(Repayment) / proceeds from loan – related party		(1,770	)		5,000
Proceeds from loans		161,347			138,581
Net cash provided by financing activities		159,577			143,156
Net change in cash		(5,517	)		15,567
Cash at beginning of period		7,269			2,350
Cash at end of period	$	1,752		$	17,917
Supplemental schedule of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—
Supplemental non-cash disclosure:
Acquisition of intangible assets	$	29,600		$	—
Debt converted to common stock	$	—		$	48,865
Common stock issued for accrued compensation	$	218,500		$	-

CONSOLIDATED STATEMENTS OF CASH FLOWS

~~The accompanying notes are an integral part of these unaudited consolidated financial statements.~~(Unaudited)

8 Table of Contents

	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		$	-

~~SMC~~The ~~ENTERTAINMENT,~~accompanying ~~INC~~notes are an integral part of these unaudited consolidated financial statements.

~~Notes~~7 toTable ~~Unaudited~~of ~~Consolidated Financial Statements~~Contents

~~September~~SMC 30ENTERTAINMENT, ~~2024~~INC.

~~NOTE~~Notes 1to —Consolidated ~~DESCRIPTION~~Financial ~~OF BUSINESS AND HISTORY~~Statements

~~SMC~~March ~~Entertainment~~31, ~~Inc. (the “Company” or “SMC”) was incorporated in the State of Nevada on January 23, 1998, under the name of Professional Recovery Systems, Ltd.~~2025

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

~~Fyniti~~NOTE ~~(www.fyniti.com,~~1 ~~www.fynitiiq.com)~~— isDESCRIPTION aOF ~~Fintech~~BUSINESS ~~developer~~AND 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.HISTORY

~~NOTE~~SMC 2Entertainment, —Inc. ~~SUMMARY~~(the OF“Company” ~~SIGNIFICANT~~or ~~POLICIES~~“SMC”) was incorporated in the State of Nevada on January 23, 1998, under the name of Professional Recovery Systems, Ltd.

~~Basis~~On April 21, 2023, the Company completed its acquisition of ~~Presentation~~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.

~~The~~Fyniti ~~Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America~~ (“Uwww.Sfyniti.com, ~~GAAP”)~~www.fynitiiq.com) ~~The~~is ~~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~~Fintech ~~statement~~developer ~~of the results of operations for the periods shown~~ and ~~are~~provider ~~not necessarily indicative~~ of ~~the~~technology ~~results~~that tocombines beArtificial ~~expected~~Intelligence/Machine ~~for~~Learning ~~the~~(AI/ML) ~~full~~driven ~~year~~Quantitative ~~ending~~investing ~~December~~(IQ ~~31,~~Engine) ~~2024. These unaudited consolidated financial statements should be read in conjunction~~ with ~~the~~AI-enabled ~~consolidated~~wealth ~~financial~~management ~~statements~~Electronic ~~and~~Block ~~related~~Trading ~~notes~~(“EBT”) ~~for the year ended December 31, 2023~~technology.

~~Use~~On ofJanuary ~~Estimates~~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.

~~The~~Bateau ~~preparation~~is ofa ~~financial~~boutique ~~statements~~investment inmanager ~~conformity~~founded ~~with~~in ~~accounting~~2016 ~~principles~~based ~~generally accepted~~ in ~~the~~Australia ~~United~~with ~~States~~offices ofin ~~America (“U~~Singapore.S. ~~GAAP”)~~Bateau ~~requires~~follows ~~the~~an ~~Company~~absolute-return toinvestment ~~make~~philosophy ~~estimates~~ and ~~judgments~~a ~~that~~multi-manager ~~affect~~approach 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~~investing. 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.

~~Concentrations~~The Company is in the process of ~~Credit~~consolidating ~~Risk~~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.

WeNOTE ~~maintain~~2 ~~our~~— ~~cash~~SUMMARY inOF ~~bank~~SIGNIFICANT 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”) of $250,000.POLICIES

~~Cash~~Basis ~~Equivalents~~of Presentation

The Company’s ~~considers~~unaudited ~~all~~consolidated ~~highly~~financial ~~liquid~~statements ~~investments~~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 ~~maturity~~fair statement of ~~three~~the ~~months~~results orof ~~less~~operations ~~when~~for ~~purchased~~the periods shown and are not necessarily indicative of the results to be ~~cash~~expected ~~equivalents~~for the full year ending December 31, 2025. ~~There~~These ~~were~~unaudited noconsolidated ~~cash~~financial ~~equivalents~~statements asshould ofbe ~~September~~read ~~30,~~in ~~2024~~conjunction with the consolidated financial statements and related notes for the year ended December 31, ~~2023~~2024.

~~Basic~~Use ~~and~~of ~~Diluted Earnings Per Share~~Estimates

~~Net~~The ~~income~~preparation ~~(loss) per common share is computed pursuant to section 260-10-45~~ of ~~the~~financial ~~FASB~~statements ~~Accounting~~in ~~Standards~~conformity ~~Codification.~~with ~~Basic~~accounting ~~net~~principles ~~income~~generally ~~(loss)~~accepted ~~per~~in ~~common~~the ~~share~~United isStates ~~computed~~of byAmerica ~~dividing net income~~ (~~loss~~“U.S. GAAP”) byrequires the ~~weighted~~Company ~~average~~to ~~number~~make ofestimates ~~shares~~and ofjudgments ~~common~~that ~~stock~~affect ~~outstanding during~~ the ~~period.~~reported ~~Diluted~~amounts ~~net~~of ~~income~~assets ~~(loss)~~and ~~per~~liabilities, ~~common~~revenues ~~share~~and isexpenses, ~~computed~~and byrelated ~~dividing~~disclosures ~~net income (loss) by the weighted average number~~ of ~~shares~~contingent ofassets ~~common stock~~ and ~~potentially~~liabilities. ~~outstanding~~These ~~shares~~estimates ofand ~~common~~judgments ~~stock~~are ~~during~~based ~~the~~on ~~period.~~historical ~~The~~information ~~weighted~~that ~~average~~is ~~number~~currently ofavailable ~~common~~to ~~shares~~the ~~outstanding~~Company and ~~potentially~~on ~~outstanding~~various ~~common~~other ~~shares~~assumptions ~~assumes~~ that the Company ~~incorporated~~believes asto ofbe ~~the~~reasonable ~~beginning~~under of the ~~first period presented~~circumstances. AsSignificant ofestimates ~~September~~include ~~30,~~the ~~2024,~~fair ~~there~~value ~~are~~for ~~651~~derivatives,~~543,421~~ ~~and~~calculations ~~25,000,000~~used ~~potentially~~for ~~dilutive shares from Series A and Series B preferred~~ stock, ~~respectively~~based ~~and 2~~compensation,~~900,916,867~~ ~~potentially~~fair ~~diluted~~value ~~shares~~of ~~from~~net ~~convertible~~assets ~~debt. Diluted~~acquired ~~amounts~~in ~~are~~a ~~not~~business ~~presented~~combination ~~when~~and the ~~effect~~estimate of the ~~computations~~valuation ~~are~~allowance ~~anti-dilutive~~on ~~due~~deferred totaxes. ~~the~~Actual ~~losses~~results ~~incurred~~could differ from those estimates.

~~The~~8 ~~Company~~Table ~~is aware that the current number~~ of ~~potentially dilutive common shares exceeds its authorized shares and is taking the appropriate steps to remediate the situation.~~Contents

9Concentrations ~~Table~~ of ~~Contents~~Credit Risk

~~Stock-Based~~We ~~Compensation~~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”).

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 the 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.Concentrations

~~Revenue~~During ~~Recognition~~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.

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

●The ~~Identification~~Company ofconsiders aall ~~contract~~highly liquid investments with a ~~customer;~~maturity ~~● Identification~~ of ~~the~~three ~~performance~~months ~~obligations~~or inless ~~the~~when ~~contract;~~purchased ~~● Determination of the transaction price; ● Allocation of the transaction price~~ to ~~the~~be ~~performance~~cash ~~obligations~~equivalents. inThere ~~the~~were ~~contract;~~no ~~and~~cash ●equivalents ~~Recognition~~as of ~~revenue~~March ~~when~~31, 2025 or asDecember ~~the~~31, ~~performance obligations are satisfied~~2024.

~~Revenue~~Accounts 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.Receivable

~~Derivative~~Accounts ~~Financial~~receivable ~~Instruments~~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

~~The~~Business Company evaluates its convertible notes 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. Combinations

10The ~~Table~~Company accounts for acquisitions in which it obtains control of ~~Contents~~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.

~~Fair~~Intangible ~~value of financial instruments~~Assets

The Company ~~follows~~accounts ~~paragraph~~for ~~825-10-50-10~~its ofintangible ~~the~~assets ~~FASB~~in accordance with Financial Accounting Standards ~~Codification~~Board ~~for~~(“FASB”) ~~disclosures~~Accounting ~~about~~Standards ~~fair~~Codification ~~value~~(“ASC”) ofSubtopic ~~its~~350-30, General ~~financial~~Intangibles ~~instruments~~Other ~~and~~Than ~~paragraph~~Goodwill. ~~820-10-35-37~~ASC ofSubtopic ~~the~~350-30, ~~FASB~~which ~~Accounting~~requires ~~Standards~~assets ~~Codification~~to ~~(“Paragraph~~be ~~820-10-35-37”)~~measured tobased ~~measure~~on the fair value of ~~its~~the ~~financial~~consideration ~~instruments.~~given ~~Paragraph~~or ~~820-10-35-37~~the ~~establishes~~fair avalue ~~framework~~of ~~for~~the ~~measuring~~assets ~~fair~~(or ~~value~~net inassets) ~~accounting~~acquired, ~~principles~~whichever ~~generally~~is ~~accepted~~more inclearly ~~the~~evident ~~United~~and, ~~States~~thus, ofmore ~~America~~reliably (Umeasurable.S. ~~GAAP)~~Under ~~and~~ASC ~~expands~~Subtopic ~~disclosures~~350-30 ~~about~~any ~~fair~~intangible ~~value~~asset ~~measurements.~~with Toa ~~increase~~useful ~~consistency~~life ~~and~~is ~~comparability~~required into ~~fair~~be ~~value~~amortized ~~measurements~~over that life and ~~related~~the ~~disclosures,~~useful ~~Paragraph~~life ~~820-10-35-37~~is ~~establishes~~to abe ~~fair~~evaluated ~~value~~every ~~hierarchy~~reporting ~~which~~period ~~prioritizes~~to ~~the~~determine ~~inputs~~whether toevents ~~valuation~~or ~~techniques~~circumstances ~~used~~warrant a revision to ~~measure~~the ~~fair~~remaining ~~value~~period ~~into~~of ~~three~~amortization. ~~(3)~~If ~~broad~~the ~~levels.~~estimate ~~The~~of ~~fair~~useful ~~value~~life ~~hierarchy~~is ~~gives~~changed the ~~highest~~remaining ~~priority~~carrying toamount ~~quoted~~of ~~prices~~the ~~(unadjusted)~~intangible inasset ~~active~~is ~~markets~~amortized ~~for~~prospectively ~~identical~~over ~~assets~~the orrevised ~~liabilities~~remaining ~~and~~useful ~~the~~life. ~~lowest~~Costs ~~priority~~ to ~~unobservable~~renew ~~inputs.~~or ~~The~~extend ~~three~~the ~~(3)~~term ~~levels~~ of ~~fair~~an ~~value~~intangible ~~hierarchy~~assets ~~defined~~are byrecognized ~~Paragraph~~as ~~820-10-35-37~~an ~~are~~expense ~~described~~when ~~below:~~incurred.

~~Level~~Impairment ~~1: Quoted market prices available in active markets for identical assets or liabilities as~~ of ~~the~~Long-Lived ~~reporting date.~~Assets

~~Level~~The 2:Company ~~Pricing~~continually ~~inputs~~monitors ~~other~~events ~~than~~and ~~quoted~~changes ~~prices~~ in ~~active~~circumstances ~~markets~~that ~~included~~could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in ~~Level~~circumstances 1are present, ~~which~~the ~~are~~Company ~~either~~assesses ~~directly~~the orrecoverability ~~indirectly~~of ~~observable~~long-lived asassets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the ~~reporting~~total ~~date~~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.

~~Level~~9 3:Table ~~Pricing~~of ~~inputs that are generally unobservable inputs and not corroborated by market data.~~Contents

~~The~~Basic ~~carrying amount of the Company’s financial assets~~ and ~~liabilities,~~Diluted ~~such~~Earnings asPer 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.Share

~~The~~Net ~~following~~income ~~table~~(loss) ~~classifies~~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 ~~Company’s~~weighted ~~asset~~average ~~measured~~number atof ~~fair~~shares ~~value~~of oncommon astock ~~recurring~~outstanding ~~basis~~during ~~into~~the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the ~~fair~~weighted ~~value~~average ~~hierarchy~~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 ~~September~~the 30beginning of the first period presented. As of March 31, ~~2024:~~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.

Description	Level 1		Level 2		Level 3
Derivative	$	-	$	-	$	617,224
Total	$	-	$	-	$	617,224

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.

~~The~~Stock-Based ~~following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2023:~~Compensation

Description	Level 1		Level 2		Level 3
Derivative	$	-	$	-	$	792,575
Total	$	-	$	-	$	792,575

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.

~~Recently~~Revenue ~~issued accounting pronouncements~~Recognition

The Company ~~has~~recognizes ~~implemented~~revenue ~~all~~under ~~new~~ASC ~~applicable~~606, ~~accounting~~“Revenue ~~pronouncements~~from ~~that~~Contracts ~~are~~with inCustomers” ~~effect~~(“ASC 606”). ~~These~~The ~~pronouncements~~Company ~~did~~determines ~~not~~revenue ~~have~~recognition ~~any~~through ~~material impact on~~ the ~~consolidated financial~~following 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.steps:

~~NOTE~~● 3Identification —of ~~GOING~~a ~~CONCERN~~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.

~~The~~Revenue ~~accompanying~~is ~~unaudited~~recognized ~~consolidated~~when ~~financial~~control ~~statements~~of ~~have~~the ~~been~~promised ~~prepared~~goods onor aservices ~~going~~is ~~concern~~transferred ~~basis~~to customers, ~~which~~in ~~contemplates~~an ~~the~~amount ~~realization~~that ofreflects ~~assets and~~ the ~~satisfaction~~consideration ~~of liabilities in~~ the ~~normal course of business. The~~ Company ~~has~~expects ~~suffered~~to ~~recurring~~be ~~losses~~entitled ~~since~~to ~~inception~~in ~~and~~exchange ~~has~~for nothose ~~assurance~~goods ofor ~~future profitability~~services. ~~The~~As ~~Company~~a ~~will~~practical ~~continue~~expedient, tothe ~~require~~Company ~~financing~~does ~~from~~not ~~external~~adjust ~~sources~~the totransaction ~~finance~~price ~~its~~for ~~operating~~the ~~and~~effects ~~investing~~of ~~activities~~a ~~until~~significant ~~sufficient positive cash flows from operations can be generated. There is no assurance that~~ financing orcomponent ~~profitability~~if, ~~will~~at becontract ~~achieved~~inception, ~~accordingly,~~the ~~there~~period isbetween ~~substantial~~customer ~~doubt~~payment ~~about~~and the ~~Company’s~~transfer ~~ability to continue as a going concern. The consolidated financial statements~~ of ~~the~~goods ~~Company~~or doservices ~~not~~is ~~include~~expected ~~any~~to ~~adjustments~~be ~~that~~one ~~may~~year ~~result~~or ~~from the outcome of these uncertainties~~less.

11Bateau ~~Table~~generates management fee revenue from its investment advisory services. Management fees are generally based on a percentage of ~~Contents~~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.

~~NOTE~~10 4—Table ~~CONVERTIBLE~~of ~~NOTES PAYABLE~~Contents

ADerivative ~~summary~~Financial ~~of all the Company’s convertible loans is as follows.~~Instruments

	Date Issued		Maturity Date			Balance 12/31/2023		Additions		Conversions/ Payments			Balance 9/30/2024		Conv Terms
FV Investments	5/27/2016		5/27/2017		12	$	16,596	$	-	$	-		$	16,596	$	0.001
FV Investments	3/14/2017		3/14/2018		12	$	15,000	$	-	$	-		$	15,000	$	0.001
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
Mammoth Corporation	1/12/2022		1/12/2023		12	$	231,652	$	-	$	-		$	231,652		(3	)
Mammoth Corporation	1/21/2022		1/21/2023		12	$	157,300	$	-	$	-		$	157,300		(4	)
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		n/a	$	11,357	$	-	$	-		$	11,357	$	0.00167
Kanno Group Holdings ll Ltd	12/31/2022		12/31/2023		n/a	$	6,407	$	-	$	-		$	6,407	$	0.00096
Kanno Group Holdings ll Ltd	3/31/2023		3/31/2024		n/a	$	13,312	$	-	$	-		$	13,312	$	0.00054
Kanno Group Holdings ll Ltd	6/30/2023		6/30/2024		n/a	$	89,038	$	-	$	-		$	89,038	$	0.00084
Kanno Group Holdings ll Ltd	9/30/2023		9/30/2024		n/a	$	36,230	$	-	$	-		$	36,230	$	0.00042
Kanno Group Holdings ll Ltd	12/31/2023		9/30/2024		n/a	$	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
						$	846,269	$	8,161,347	$	-		$	9,007,616
Kanno Group Holdings ll Ltd – accrued interest		n/a		n/a	n/a	$	339,077	$	23,193	$	(150,384	)	$	211,886
Other accrued interest		n/a		n/a	n/a	$	125,987	$	163,762	$	-		$	289,749
Total convertible debt and accrued interest						$	1,311,333		8,348,302	$	(150,384	)	$	9,509,251

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.

	(1)	25% discount to the lowest closing price within the 60 previous trading sessions.
	(2)	Note was assigned to Mammoth Corporation
	(3)	Conversion rate depends on what part of the loan and when the conversion occurs.
	(4)	50% of market price.

Fair value of Financial Instruments

OnThe ~~July~~Company ~~16,~~follows ~~2024,~~paragraph ~~Kanno~~825-10-50-10 ~~agreed~~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 ~~forgive~~measure ~~$150,384~~the fair value of ~~that~~its ~~amount~~financial ~~due~~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:

~~All~~Level ~~notes~~1: ~~past~~Quoted ~~their~~market ~~maturity~~prices ~~date~~available ~~are~~in ~~considered~~active tomarkets befor ~~default~~identical assets or liabilities as of the reporting date.

ALevel ~~summary~~2: ofPricing ~~the~~inputs ~~activity~~other ofthan ~~the~~quoted ~~derivative~~prices ~~liability~~in ~~for~~active ~~the~~markets ~~notes~~included ~~above~~in isLevel 1, which are either directly or indirectly observable as ~~follows:~~of the reporting date.

Balance at December 31, 2022	$	536,399
Decrease to derivative due to conversion		(231,367	)
Derivative loss due to mark to market adjustment		487,543
Balance at December 31, 2023		792,575
Decrease to derivative due to modification of debt		(478,815	)
Derivative loss due to mark to market adjustment		303,464
Balance at September 30, 2024	$	617,224

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

12The ~~Table~~carrying amount of ~~Contents~~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.

AThe ~~summary~~following oftable ~~quantitative~~classifies ~~information about significant unobservable inputs (Level 3 inputs) used in measuring~~ the Company’s ~~derivative~~asset ~~liability~~measured ~~that~~at ~~are~~fair ~~categorized~~value ~~within~~on ~~Level~~a 3recurring ofbasis into the fair value hierarchy as of ~~September~~March 3031, ~~2024, is as follows~~2025:

Inputs	September 30, 2024			Initial Valuation
Description	Level 1			Level 2		Level 3
Stock price	$	0.002		$	$ 0.006 – 0.0115
Derivative liability	$	-		$	-	$	196,116
Conversion price	$	0.0005 – 0.0014		$	0.0016 – 0.0098
Total	$	-		$	-	$	196,116
Volatility (annual)		213.93	%	163.53%–214.94%
Risk-free rate		4.38	%	0.39%–1.55%
Dividend rate		-			-
Years to maturity		0.25			1

The ~~development~~following ~~and~~table ~~determination~~classifies of the ~~unobservable~~Company’s ~~inputs~~liabilities ~~for~~measured ~~Level~~at 3 fair value ~~measurements~~on ~~and~~a ~~fair~~recurring ~~value~~basis ~~calculations~~into ~~are~~ the ~~responsibility~~fair ofvalue ~~the~~hierarchy ~~Company’s~~as ~~management.~~of December 31, 2024:

NOTE 5 — COMMON STOCK

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

~~During~~Segment Q1 2024, the Company granted 75,000,000 shares of common stock to a service provider. The shares were valued at 0.001, the closing stock price on the date of grant for total non-cash stock compensation expense of $75,000.Information

~~During~~In Q2accordance ~~2024~~with ASC 280, ~~the~~Segment ~~Company~~Reporting ~~issued~~(“ASC 7280”),~~000,000~~ ~~shares~~we identify our operating segments according to how our business activities are managed and evaluated. As of ~~common~~March ~~stock~~31, ~~for~~2025 ~~conversion~~our operating segments included: Corporate and Fyniti. As the Company integrates its acquisition of ~~accrued~~Bateau, ~~compensation~~it may reevaluate its operating and reporting segments in the second quarter of ~~$14~~2025. Each operating segment currently reports to the Chief Executive Officer,~~000~~ the chief operating decision-maker. The ~~shares~~results ~~were~~of ~~value~~our atoperating $0segments are aggregated into one reportable segment.~~002,~~ All of the ~~closing~~operating ~~stock~~segments ~~price~~have onmet the ~~date~~aggregation ofcriteria ~~grant~~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.

On11 ~~June~~Table ~~7, 2024, the Company cancelled 250,000,000 shares~~ of ~~common stock.~~Contents

~~Refer~~Recently ~~to Note 8 for shares~~ issued toaccounting ~~related parties.~~pronouncements

~~NOTE~~In 6November —2023, ~~PREFERRED~~the ~~STOCK~~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.

~~Series~~In ADecember ~~Preferred~~2023, ~~Stock~~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 ~~1,000,000~~implemented ~~shares~~all ofnew ~~preferred~~applicable ~~stock~~accounting ~~designated~~pronouncements asthat ~~Series~~are Ain effect. ~~The~~These ~~Series~~pronouncements Adid ~~preferred~~not ~~stock,~~have ~~par~~any ~~value~~material ~~$0.001,~~impact ison ~~entitled~~the tofinancial ~~dividends,~~statements ifunless ~~declared~~otherwise disclosed, and the Company does not believe that there are ~~convertible~~any ~~into~~other ~~common~~new ~~stock~~accounting bypronouncements ~~dividing~~that ~~the~~have ~~issue~~been ~~price~~issued ofthat ~~$1.00~~might byhave a ~~20%~~material ~~discount~~impact toon ~~the~~its ~~current~~financial ~~market~~position ~~price~~or results of operations.

~~Series~~NOTE B3 ~~Preferred~~— ~~Stock~~GOING CONCERN

OnThe ~~December~~accompanying ~~16,~~unaudited ~~2021~~consolidated financial statements have been prepared on a going concern basis, which contemplates the ~~Company~~realization ~~amended~~of ~~its~~assets ~~Articles~~and the satisfaction of ~~Incorporation,~~liabilities ~~creating~~in athe ~~series~~normal course of ~~Preferred~~business. ~~Stock~~The ~~designating~~Company 4has suffered recurring losses since inception,~~500,000~~ ~~shares~~has ofan ~~Series~~accumulated Bdeficit ~~Convertible~~of ~~Preferred~~$18,635,139 ~~Stock~~at March 31, ~~par~~2025 ~~value~~and ~~$10.00~~has ~~per~~no ~~share~~assurance of future profitability. OnThe ~~August~~Company 7,will ~~2023,~~continue ~~the~~to ~~Company~~require ~~amended~~financing from external sources to finance its ~~Articles~~operating ofand ~~Incorporation~~investing toactivities ~~change~~until ~~the~~sufficient ~~designation~~positive ofcash ~~the~~flows ~~Series~~from Boperations can be generated. ~~The~~There ~~Series~~is Bno ~~preferred~~assurance ~~stock~~that ~~are~~financing ~~entitled~~or toprofitability ~~dividends,~~will ifbe ~~declared~~achieved, ~~and~~accordingly, ~~are~~there ~~convertible~~is ~~into~~substantial ~~share~~doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of ~~common~~the ~~stock~~Company atdo ~~ten~~not ~~shares~~include ~~for~~any ~~every~~adjustments ~~one~~that ~~share~~may ~~held~~result from the outcome of these uncertainties.

OnNOTE ~~April~~4 ~~21,~~— ~~2023,~~INTANGIBLE 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.ASSETS

~~NOTE~~Intangible 7assets —as ~~RELATED~~of ~~PARTY~~March ~~TRANSACTIONS~~31, 2025 and December 31, 2024 consisted of the following:

On December 26, 2023, Xuqiang (Adam) Yang, was appointed as Chief Financial Officer (“CFO”) of the Company to replace Mr. Blum, who was serving as the Interim CFO. Per the terms of the consulting agreement to serve as the Company’s CFO Mr. Yang will be compensated $7,000 per month, beginning November 1, 2023. On June 15, 2024, Mr. Yang converted $55,000 of accrued compensation into 27,500,000 shares of common stock. As of September 30, 2024 and December 31, 2023, there is $21,000 and $14,000 due to Mr. Yang, respectively.

	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

OnSee ~~March~~Note ~~25, 2024, the Company issued~~ 9~~,500,000~~ ~~shares of common stock to JW Price LLC. 2,000,000 shares are~~ for ~~shares~~further ~~earned~~detail inon the ~~current~~customer ~~period.~~relationships ~~Those~~acquired ~~shares~~pursuant ~~were~~to ~~valued at $0.0006,~~ the ~~closing~~Bateau ~~price~~acquisition ~~on the date of grant, for total non-cash compensation expense of $1,200. All other shares issued were earned~~ in ~~the~~January ~~prior period and had been disclosed as common stock to be issued~~2025.

13In ~~Table~~connection with the Fyniti acquisition, the Company identified intangible assets of ~~Contents~~$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.

On12 ~~March~~Table ~~25, 2024, the Company issued 9,500,000 shares~~ of common stock to Ronald Hughes for services. 1,000,000 shares are shares earned in the current period. Those shares were valued at $0.0006, the closing price on the date of grant, for total non-cash compensation expense of $600. All other shares issued were earned in the prior period and had been disclosed as common stock to be issued.Contents

OnDuring ~~March 31, 2024,~~ the ~~Company~~three ~~entered~~months ~~into~~ended aMarch ~~new~~31, ~~consulting~~2025 ~~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~~recorded toamortization ~~Mr.~~expense ~~Hughes a convertible promissory note for all accrued compensation as~~ of ~~December 31, 2023. The note for~~ $~~517~~5,~~000 is non-interest bearing~~ 299 and ~~convertible into shares of common stock at~~ $0~~.0006 per share. On June 15~~, ~~2024, Mr. Hughes converted $25,000 of accrued compensation into 12,500,000 shares of common stock. As of September 30, 2024 and December 31, 2023, there is $20,000 and $0 due to Mr. Hughes,~~ respectively~~, for accrued consulting services~~.

OnThe ~~March~~estimated ~~31,~~future ~~2024,~~amortization ~~the~~expense 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. During~~ the ~~nine~~next ~~months~~five ~~ended~~years ~~September 30, 2024, Mr. Blum converted $124,500 of accrued compensation into 81,990,740 shares of common stock. As of September 30, 2024~~ and ~~December~~thereafter ~~31, 2023, there~~ is ~~$110,250~~as ~~and $0 due to Mr. Blum, respectively, for accrued consulting services.~~follows:

NOTE 8 – ACQUISITIONS

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

OnNOTE ~~April~~5 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. The shares of preferred were valued using the number of common shares the preferred stock can be converted into and the trading price of the common stock of $0.0013, on April 21, 2023.— DEBT

~~The~~Convertible ~~Company~~Notes accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the book value of identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. The consolidated statement of operations for the nine months ended September 30, 2024, includes $0 and $1,191 of income and expenses, respectively, from Fyniti.Payable

~~The~~A ~~excess~~summary of ~~the~~all ~~purchase price over~~ the ~~estimated~~Company’s ~~fair~~convertible ~~values~~loans ofis ~~the~~as ~~underlying identifiable assets acquired and liabilities assumed was allocated to goodwill~~follows.

Consideration
	Date Issued			Maturity Date		Interest Rate			Balance 12/31/2024			Additions			Conversions/ Payments			Balance 3/31/2025			Conversion Terms
Consideration issued	$	32,500
Christopher Whitcomb	7/7/2016			7/7/2017			18	%	$	2,393		$	-		$	-		$	2,393			(1	)
Identified assets, liabilities, and noncontrolling interest
Christopher Whitcomb	1/25/2017			1/25/2018			18	%	$	29,050		$	-		$	-		$	29,050			(1	)
Cash overdraft		(425	)
Christopher Whitcomb	5/30/2017			5/30/2018			18	%	$	32,640		$	-		$	-		$	32,640			(1	)
Accounts payable		(29,500	)
Kanno Group Holdings ll Ltd	10/1/2019			10/1/2020			12	%	$	42,601		$	-		$	(42,601	)	$	-		$	0.00466
Accrued Expenses		(1,769	)
Kanno Group Holdings ll Ltd	1/6/2020			1/6/2021			12	%	$	14,977		$	-		$	(14,977	)	$	-		$	0.00615
Total identified assets, liabilities, and noncontrolling interest		(31,694	)
Kanno Group Holdings ll Ltd	6/30/2020			6/30/2021			12	%	$	7,732		$	-		$	-		$	7,732		$	0.00615
Excess purchase price allocated to goodwill - provisional	$	64,194
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

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. The excess of the purchase price over the net assets acquired and liabilities assumed of $7,970,400 has been recorded as a transaction expense. The balance of $29,600 has been capitalized to intangible assets and will be amortized over the estimated useful life of the assets of three years.

	(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.

On*Represents ~~June 25, 2024, as required by~~ the ~~Acquisition~~seller ~~Agreement,~~of ~~Paul~~Bateau (~~Prem)~~see ~~Couture,~~Note ~~CEO of ChainTrade, and Red Matter Capital, was appointed as the Company’s Chief Technology Officer~~9). ~~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.~~

14On ~~Table~~January 9, 2025, the Company issued two convertible promissory notes to the sellers of ~~Contents~~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.

~~NOTE~~On 9—March ~~SUBSEQUENT~~16, ~~EVENTS~~2025, Kanno converted $57,578 and $28,901 of principal and interest, respectively, into 55,793,129 shares of common stock.

~~Management~~All ~~has~~notes ~~evaluated~~past ~~subsequent~~their ~~events~~maturity ~~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~~considered ~~following~~to ~~material~~be ~~subsequent~~in ~~events~~default.

~~Subsequent~~13 toTable ~~September 30, 2024, the Company exchanged $516,004~~ of debt in the form of convertible promissory notes (the “Debt”) for Series D Preferred Shares (“Preferred Shares”). The Debt is comprised of $516,004 held in two previous convertible notes; $313,323 and $202,681 respectively. The Company shall issue 55,000 Preferred Shares in exchange for the Debt. The Preferred Shares shall convert into the Company’s common stock at a share price of the lesser of $0.005 or 65% of the average closing price in the preceding 90 trading sessions. The conversion of Preferred Shares to common stock is permitted after two years from Preferred Share issuance with a maximum of 4.99% per conversion.Contents

~~Subsequent to September 30, 2024, the Company exchanged $286,500 of debt in the form of consulting fees and management conversion of accrued earnings (the “Debt”).~~ The ~~Debt~~following is ~~comprised~~a ofsummary ~~$150,374 held by one~~ of ~~our non-affiliate debt holders. The balance of $136,500 is comprised of accrued consulting fees held by current insiders, and all of~~ the ~~Debt~~convertible ~~was converted to the Company’s common shares at $0.002 per share, for a total of 68,250,000.~~notes:

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.

	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

On November 2, 2024, the Company entered into an Acquisition Agreement (the “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 closing of the Acquisition is pending the completion of customary due diligence by both parties, which is expected to be completed within 10 days.

	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

~~Bateau~~Convertible isnotes aand ~~boutique~~interest ~~investment~~– ~~manager~~abandoned ~~founded~~acquisition inper ~~2016~~the ~~based~~consolidated inbalance ~~Australia~~sheet represents the promissory note and accrued interest with ~~offices~~ChainTrade, inLTD ~~Singapore~~(“ChainTrade”) pursuant to its May 2024 acquisition agreement (see Note 9). The ~~Bateau~~Company ~~follows~~has anabandoned ~~absolute-return~~this ~~investment~~acquisition ~~philosophy~~due to nonperformance of the seller. In March 2025, the Company extinguished the note and aaccrued ~~multi-manager~~interest. ~~approach~~See toNote ~~investing~~9 for details.

OnDerivative 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.Liability

15A ~~Table~~summary of ~~Contents~~the activity of the derivative liability for the notes above is as follows:

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

	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

~~Our~~A ~~Management’s~~summary ~~Discussion~~of ~~and~~quantitative ~~Analysis~~information ~~should~~about besignificant ~~read~~unobservable inputs (Level 3 inputs) used in ~~conjunction~~measuring ~~with~~the ~~our~~Company’s ~~unaudited~~derivative ~~consolidated~~liability ~~financial~~that ~~statements~~are ~~and~~categorized ~~related~~within ~~notes~~Level ~~thereto~~3 ~~included~~of ~~elsewhere~~the infair ~~this~~value ~~quarterly~~hierarchy ~~report.~~as of March 31, 2025, is as follows:

Forward-Looking Statements

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 ~~information~~development inand ~~this~~determination ~~report contains forward-looking statements. All statements other than statements~~ of ~~historical~~the ~~fact~~unobservable ~~made~~inputs infor ~~this~~Level ~~report~~3 ~~are~~fair ~~forward-looking.~~value Inmeasurements ~~particular, the statements herein regarding industry prospects~~ and ~~future~~fair ~~results~~value ofcalculations ~~operations or financial position~~ are ~~forward-looking statements. These forward-looking statements can be identified by~~ the ~~use~~responsibility 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~~Company’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~~Loan 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.Payable

~~The~~In ~~following~~connection ~~discussion~~with ~~and~~the ~~analysis~~Bateau ~~should~~acquisition ~~be read~~ in ~~conjunction~~January ~~with~~2025 ~~our~~(see ~~unaudited~~Note ~~financial statements~~9), ~~included~~the ~~herewith.~~Company ~~This~~assumed ~~discussion~~two ~~should~~outstanding ~~not~~loans bepayable. The ~~construed~~loans toare ~~imply~~with ~~that~~Bateau’s ~~the~~management ~~results~~and ~~discussed~~shareholders. One ~~herein~~loan ~~will~~totaling ~~necessarily~~$50,000 ~~continue~~in ~~into~~outstanding ~~the~~principal ~~future,~~is ordue ~~that~~on ~~any~~December ~~conclusion~~31, ~~reached~~2026 ~~herein~~and ~~will~~the ~~necessarily~~other beloan ~~indicative~~totaling of$100,000 ~~actual~~in ~~operating~~outstanding ~~results~~principal inis ~~the~~due ~~future.~~on ~~Such~~November ~~discussion~~30, ~~represents~~2025. Both ~~only~~loans ~~the~~bear ~~best~~interest ~~present~~at ~~assessment~~12.5% ofper ~~our management~~annum.

~~Company~~NOTE ~~Overview~~6 ~~and~~— ~~Description~~COMMON ~~of Business~~STOCK

On ~~April~~March 2116, ~~2023~~2025, ~~the~~Kanno ~~Company~~converted ~~completed~~$57,578 ~~its~~and ~~acquisition~~$28,901 of ~~AI-enabled~~principal ~~wealth~~and ~~management~~interest, ~~technology platform provider~~respectively, ~~Fyniti~~into ~~Global Equities EBT Inc. (“Fyniti”) for 2~~55,~~500~~793,~~000~~129 shares of ~~Series~~common ~~B $10~~stock.~~00 Preferred Stock.~~

~~Fyniti,~~14 ~~(www.fyniti.com,~~Table ~~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.~~Contents

OnNOTE ~~August~~7 ~~14,~~— ~~2023,~~PREFERRED ~~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.~~STOCK

OnSeries ~~June~~B ~~21,~~Preferred 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”). Chaintrade, a UK-registered and licensed Fintech company is a joint Venture between Plato Data Intelligence and Redmatter.Capital and was built to revolutionize trading and investing by leveraging AI's predictive capabilities. The Platform allows users to trade Equities, ETFs, Commodities, and Indices with the support of a personalized AI-powered trading assistant. The Platform, ready for commercial launch, was built to revolutionize trading and investing by leveraging AI's predictive capabilities. This will improve research, risk management and asset allocation. The Platform provides personalized and custom investment strategies and utilizes AI to evaluate assets within a portfolio.Stock

~~Results~~On December 16, 2021, the Company amended its Articles of ~~Operations~~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.

~~Management’s~~As ~~discussion and analysis~~ of ~~financial~~March ~~condition~~31, 2025 and ~~results~~December of31, ~~operations~~2024, ~~(“MD&A”)~~there ~~includes~~were a2,500,000 ~~discussion~~shares of ~~the~~Series ~~consolidated~~B ~~results~~Preferred ~~from~~Stock ~~operations of SMC Entertainment, Inc~~outstanding. ~~and its subsidiary.~~

~~Three~~Series ~~Months~~C ~~Ended~~Preferred ~~September 30, 2024 Compared to the Three Months Ended September 30, 2023~~Stock

~~Revenue~~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.

WeOn ~~had~~January no9, ~~revenue~~2025, the Company issued 14,000,000 shares of Series C Preferred Stock for ~~the~~Bateau ~~three~~Acquisition ~~months~~at ~~ended~~a ~~September~~fair 30value of $26,600, ~~2024~~which is calculated based on 14,000,000 shares of common stock for which the Series C Preferred Stock are convertible into and ~~2023~~the fair value of common stock at the issuance date of $0.0019 per share. See Note 9.

16As ~~Table~~of March 31, 2025, there were 14,000,000 shares of ~~Contents~~Series C Preferred Stock outstanding.

~~General~~Series ~~and~~D ~~Administrative~~Preferred ~~Expenses~~Stock

~~General~~On October 25, 2024, the Company Amended its Articles of Incorporation to authorize and ~~Administrative~~designate ~~expenses~~100,000 shares of Series D Preferred Stock (“~~G&A~~Series D”), ~~for~~par ~~the~~value ~~three~~$0.001. ~~months~~The ~~ended~~Series ~~September~~D ~~30,~~has ~~2024,~~a ~~were~~stated value of $6210.00,~~446~~ ashas ~~compared~~no tovoting ~~$53,404~~rights ~~for~~and converts into shares of common stock at the ~~comparable~~rate of 65% of the lowest trade during the ninety trading days prior ~~period,~~to anthe ~~increase~~conversion date. As of $9the issuance date of these consolidated financial statements,~~042~~ orthe ~~16.9%.~~parties ~~During~~have agreed to and the ~~current~~company ~~period~~is wecurrently ~~had~~amending athe ~~decrease~~Series D Certificate of Designation to ~~our~~include ~~audit~~a ~~and~~conversion ~~legal~~floor ~~fees~~price of $0.015 per share.

~~Compensation~~In ~~Expense~~October –2024, ~~Related~~the ~~Party~~Company exchanged $546,895 of debt and accrued interest for 55,000 shares of Series D stock.

~~Compensation~~On ~~Expense~~December ~~– Related Party for the three months ended September~~ 30, 2024, ~~was~~Kanno converted $~~116~~150,000 asin ~~compared~~accrued tointerest ~~$232,800~~into ~~for the comparable prior period~~15,000 ashares ~~decrease~~ of ~~$116,800~~Series orD 50stock.~~2%. The decrease is the result of a new consulting agreement for Ronald Hughes, that decreased his monthly compensation.~~

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

~~During~~NOTE ~~the~~8 ~~three~~— ~~months~~RELATED ~~ended~~PARTY ~~September 30, 2024, we have new development expense of $68,800 for payments made to Red Matter Capital and Plato Technologies.~~TRANSACTIONS

~~Other~~On ~~Income~~March ~~(Expense)~~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.

~~Total~~15 ~~other~~Table ~~income for the three months ended September 30, 2024, was $5,939,012 as compared to total other expense~~ of $9,345 for the comparable prior period. In the current period we had interest expense of $118,892 and a gain of $5,907,520 related to the change in the fair value of derivatives. We also recognized a $150,384 gain on the forgiveness of debt. In the prior period we had interest expense of $8,002, a loss on conversion of debt of $45,815 and a gain of $44,472 related to the change in the fair value of derivatives.Contents

~~Net~~On ~~Loss~~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.

~~For~~As ~~the~~of ~~three~~December ~~months ended September 30~~31, 2024, wethere ~~had~~is ~~net income of~~ $542,~~691,766,~~000 ~~mainly~~ due to ~~the gain from the change in fair value of our derivatives~~Mr. ~~For the three months ended September 30~~Yang, ~~2023~~respectively, wewho ~~had~~resigned aas ~~net~~CFO ~~loss~~in ofJanuary ~~$295,549~~2025.

~~Nine~~The ~~Months~~following ~~Ended~~is ~~September~~a ~~30,~~summary ~~2024~~of ~~Compared~~notes payable to ~~the~~related ~~Nine~~parties ~~Months~~as ~~Ended~~of ~~September~~March 3031, ~~2023~~2025:

Revenue

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

WeNOTE ~~had~~9 no— ~~revenue for the nine months ended September 30, 2024 and 2023.~~ACQUISITIONS

~~General~~ChainTrade, ~~and Administrative Expenses~~LTD

~~General~~On ~~and~~June ~~Administrative~~21, ~~expenses~~2024, the Company closed on the May 30, 2024 Acquisition Agreement (the “~~G&A~~Acquisition Agreement”) ~~for~~with ChainTrade, LTD (“ChainTrade”), to purchase 100% of the ~~nine~~assets ~~months~~of ~~ended~~ChainTrade’s ~~September~~AI-powered ~~30,~~Trading ~~2024~~Platform (the “Platform”). Under the terms of the Acquisition Agreement, ~~were~~the Company purchased the ChainTrade Assets in exchange for an $~~191~~8,~~612~~000,000 aspromissory ~~compared~~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 $~~188~~500,~~254~~000, ~~for~~in tranches, over 18 months. The first tranche of $30,000 was paid during the ~~comparable~~quarter ~~prior~~ended ~~period~~June 30, 2024. The purchase price is based on an ~~increase~~estimate of ~~$3,358~~the orfair 1value of the convertible shares.~~8%.~~

~~Compensation~~On ~~Expense~~June –25, ~~Related~~2024, ~~Party~~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.

~~Compensation~~On ~~Expense~~March –5, ~~Related~~2025, ~~Party~~the ~~for~~Company ~~the~~formed ~~nine~~FYNX, ~~months~~Inc., ~~ended~~a ~~September~~Nevada 30corporation, ~~2024,~~which ~~was~~is ~~$349,800~~the asCompany’s ~~compared~~wholly-owned tosubsidiary ~~$521~~(“FYNX”). On March 7,~~200~~ ~~for~~FYNX ~~the~~entered ~~comparable~~into ~~prior~~an ~~period,~~Assignment aAgreement ~~decrease~~with ofPlato ~~$171~~Technologies,~~400~~ ~~or 32~~Inc.~~9%.~~ In(“Plato”), the ~~prior~~majority ~~period~~holder of the ~~Company~~equity ~~issued~~in ~~shares~~ChainTrade, ofunder ~~common~~which ~~stock~~Plato ~~for~~assigned ~~$101,200~~all of ~~stock~~its ~~compensation~~rights, ~~expense.~~title Inand ~~addition,~~interest ~~there~~in isChainTrade ato ~~new~~FYNX ~~consulting~~in ~~agreement~~exchange for ~~Ronald~~a ~~Hughes~~mutual release of claims. Upon the execution of the Assignment Agreement, ~~that~~FYNX ~~decreased~~acquired ~~his~~50% ~~monthly~~voting ~~compensation~~control of ChainTrade and became Chain trade’s Manager.

~~Bad~~On ~~Debt~~March ~~Expense~~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.

~~During~~On April 18, 2025, the ~~nine~~Nevada ~~months~~Court ~~ended~~ruled ~~September~~in favor of the Company and issued an Entry of Stipulation and Order for Dismissal under which the Acquisition Agreement dated May 30, 2024, ~~the~~was ~~Company~~unwound ~~wrote~~and ~~off~~terminated, aand the $~~300~~8,000,000 ~~note~~Promissory ~~receivable~~Note issued to ~~bad~~ChainTrade, ~~debt~~in ~~expense~~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.

1716 Table of Contents

~~Development~~As ~~Expense~~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.

~~During~~Bateau ~~the~~Asset ~~nine~~Management ~~months ended September 30~~Pty, ~~2024, we had new development expense of $98,800 for payments made to Red Matter Capital and Plato Technologies.~~Ltd

~~Other~~On ~~Income~~November 2, 2024, the Company entered into an Acquisition Agreement (~~Expense~~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.

~~Total~~The ~~other~~Company ~~expense~~accounted for the ~~nine~~transaction ~~months ended September 30, 2024, was $7,831,621~~ as ~~compared to total other expense of $376,133 for the comparable prior period. In the current period we had interest expense of $186,955,~~ a ~~gain~~business oncombination ~~the~~under ~~forgiveness~~ASC of805 ~~debt~~and ofas ~~$150,384,~~ a ~~gain of $175~~result,~~350 related~~ toallocated the ~~change in the~~ fair value of ~~derivatives and a transaction expense of $7,970,400. In~~ the ~~prior~~identifiable ~~period~~assets weacquired ~~had~~and ~~interest~~liabilities ~~expense~~assumed ofas ~~$21,428, a loss on conversion~~ of ~~debt~~the ofacquisition ~~$103,315,~~date aas ~~loss~~outlined ~~of $259,028 related to the change~~ in the ~~fair~~table ~~value of derivatives and a gain on conversion of debt of $7,638~~below.

~~Net~~Provisional ~~Loss~~Purchase Price Allocation

For the nine months ended September 30, 2024, we had a net loss of $8,771,833, mainly due to the transaction expense. For the nine months ended September 30, 2023, we had a net loss of $1,085,587.

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	$	-

~~Liquidity~~17 ~~and~~Table ~~Capital~~of ~~Resources~~Contents

~~During~~Unaudited ~~the~~Pro ~~nine~~Forma ~~months~~Financial ~~ended September 30, 2024, we used $165,094 of cash in operations compared to $127,589 used in the prior period.~~Information

~~During~~The following unaudited pro forma financial information presents the ~~nine~~Company’s ~~months~~financial ~~ended~~results ~~September~~as 30if the Bateau acquisition had occurred as of January 1, 2024,. weThe ~~netted~~unaudited ~~$159,577~~pro forma financial information is not necessarily indicative of ~~cash~~what ~~from~~the ~~financing~~financial ~~activities~~results ~~compared~~actually towould ~~$143~~have been had the acquisitions been completed on this date. In addition,~~156~~ ~~received~~the inunaudited pro forma financial information is not indicative of, nor does it purport to project, the ~~prior~~Company’s ~~period~~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:

As of September 30, 2024, we have convertible notes, including accrued interest, due of $9,509,251. We also have notes payable to related parties of $1,111,460.

	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

~~Off-Balance~~NOTE ~~Sheet~~10 ~~Arrangements~~— SUBSEQUENT EVENTS

AsManagement has evaluated subsequent events pursuant to the requirements of ~~September~~ASC ~~30,~~Topic ~~2024~~855, ~~the~~Subsequent ~~Company~~Events, ~~had~~from nothe ~~off-~~balance sheet ~~arrangements~~date through the date the consolidated financial statements were issued and has determined that there are the following material subsequent events.

~~Going~~On ~~Concern~~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.

~~Our~~18 ~~auditors~~Table 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 nine months ended September 30, 2024, the Company had a net loss of $8,771,833; however, this was largely due to the transaction cost incurred with our recent acquisition. We had net cash used in operating activities of $165,094 and an accumulated deficit of $26,332,520. 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.Contents

~~Critical~~Item ~~Accounting~~2. ~~Policies~~Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Refer~~Our toManagement’s ~~Note~~Discussion 2and ~~for~~Analysis ashould ~~condensed~~be ~~discussion~~read ofin ~~our~~conjunction ~~critical~~with ~~accounting policies and to~~ our ~~Form~~unaudited K,consolidated ~~which includes our audited~~ financial statements ~~for~~and ~~the~~related ~~year~~notes ~~ended~~thereto ~~December 31,~~included ~~2023,~~elsewhere ~~for~~in athis ~~full~~quarterly ~~discussion of our critical accounting policies~~report.

18Forward-Looking ~~Table of Contents~~Statements

~~ITEM~~The 3information in this report contains forward-looking statements. ~~Quantitative~~All statements other than statements of historical fact made in this report are forward-looking. In particular, the statements herein regarding industry prospects and ~~Qualitative~~future ~~Disclosures~~results ~~About~~of ~~Market~~operations ~~Risk~~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.

WeYou are acautioned ~~smaller~~not ~~reporting~~to ~~company~~place asundue ~~defined~~reliance byon ~~Rule 12b~~these forward-2looking statements, which speak only as of the ~~Securities~~date ~~Exchange~~of ~~Act~~this ofQuarterly ~~1934~~Report ~~and,~~on asForm ~~such~~10-Q or, ~~are~~in ~~not~~the ~~required~~case of documents referred to ~~provide~~or incorporated by reference, the ~~information~~date ~~under~~of ~~this~~those ~~Item~~documents.

~~ITEM~~The 4.following ~~Controls~~discussion and ~~Procedures~~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.

~~Evaluation~~Company ofOverview ~~Disclosure~~and ~~Controls~~Description ~~and~~of ~~Procedures~~Business

WeOn ~~carried~~April ~~out~~21, an2023, ~~evaluation of~~ the ~~effectiveness~~Company ofcompleted ~~disclosure~~its ~~controls~~acquisition ~~and procedures as~~ of ~~the~~AI-enabled ~~end~~wealth ~~of the period covered by this report under the supervision and with the participation of our~~ management, ~~including~~technology ~~our~~platform ~~Principal Executive Officer and Principal Financial Officer~~provider, asFyniti ~~defined~~Global inEquities ~~Rules 13a-15(e)~~EBT ~~and 15d-15(e) of the Securities Exchange Act of 1934~~Inc. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures during the nine months ended September 30, 2024 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~~Fyniti”), ~~means~~for ~~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~~2, ~~processed~~500,000 ~~summarized~~shares 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~~Series ~~their~~B ~~objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures~~$10.00 ~~Notwithstanding~~Preferred 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 UStock.~~S. GAAP.~~

~~Changes~~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 ~~Internal~~the ~~Control~~Wealth ~~over~~Management ~~Financial~~and ~~Reporting~~capital markets domains. Fyniti owns the IQ Engine and EBT Technology.

~~There~~19 ~~have~~Table ~~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 September 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Contents

19Fintech ~~Table~~developer and provider of ~~Contents~~technology that combines Artificial Intelligence/Machine Learning (AI/ML) driven Quantitative investing (IQ Engine) with AI-enabled wealth management Electronic Block Trading (“EBT”) technology.

~~PART~~On IIAugust 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.

~~ITEM~~On 1January 7, 2025, the Company completed closing on the acquisition agreement dated November 2, 2024 (the “Acquisition Agreement”) with Bateau Asset Management Pty, Ltd., ~~Legal~~an ~~Proceedings~~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”).

~~There~~Bateau ~~are~~is noa ~~claims,~~boutique ~~actions,~~investment ~~suits,~~manager ~~proceedings,~~founded orin ~~investigations~~2016 ~~that~~based ~~are~~in ~~currently~~Australia ~~pending~~with ~~or,~~offices toin ~~the~~Singapore. ~~Company’s~~Bateau ~~knowledge,~~follows ~~threatened~~an byabsolute-return orinvestment ~~against~~philosophy ~~the~~and ~~Company~~a ormulti-manager ~~respecting~~approach ~~its~~to ~~operations or assets, or by or against any of the Company’s officers, directors, or affiliates~~investing.

~~Item~~The 1ACompany 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. ~~Risk~~This ~~Factors~~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.

WeResults ~~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.~~Operations

~~Item~~Management’s 2.discussion ~~Unregistered~~and ~~Sales~~analysis of ~~Equity~~financial ~~Securities~~condition and ~~Use~~results of ~~Proceeds~~operations (“MD&A”) includes a discussion of the consolidated results from operations of SMC Entertainment, Inc. and its subsidiaries.

~~None~~Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

~~Item 3. Defaults Upon Senior Securities.~~Revenue

~~None~~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.

~~Item~~General 4.and ~~Mine~~Administrative ~~Safety Disclosures.~~Expenses

~~Not~~General ~~applicable~~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.

~~Item~~20 5.Table ~~Other~~of ~~Information.~~Contents

OnCompensation ~~June~~Expense ~~24,~~– ~~2024,~~Related the Board of Directors received notice from Olayinka Oyebola & Co (“Olayinka”), the independent registered public accounting firm of SMC Entertainment, Inc. (the “Company”), that they were resigning as the Company’s registered accounting firm effective immediately, following the appointment by the Company of RBSM, LLP (“RBSM”), effective June 24, 2024, as its new registered accounting firm.Party

20Compensation ~~Table~~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 ~~Contents~~$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)

2123 Table of Contents

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: November 18, 2024	SMC ENTERTAINMENT, INC.
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/ ~~Adam~~Eric ~~Yang~~Sherb
		Name: Adam Yang
		Name: Eric Sherb
		Title: Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

2224

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