10-Q

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 June 30, 2023

OR

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

For the transition period ________

Commission File No. 000-56558

SMC Entertainment, Inc.

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

Nevada

(State of either jurisdiction of

Incorporation or Organization)

59170 Glades Road Suite 150

Boca Raton, FL 33434

(Address of principal executive offices)

(360) 820-5973

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ☐ No ☒

The number of shares of Common Stock, $0.001 par value of the registrant outstanding at March 6, 2024 was 1,315,960,743

FORM 10-Q

For the Quarterly Period Ended June 30, 2023

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	17
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 4.	Controls and Procedures	19
PART II	Other Information	20
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
Signatures		22

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS

Consolidated Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022	4
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (unaudited)	5
Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June  30, 2023, and 2022 (unaudited)	6
Consolidated Statements of Cash Flows for the Six Months Ended June  30, 2023 and 2022 (unaudited)	8
Notes to the Consolidated Financial Statements (unaudited)	9

3

SMC ENTERTAINMENT, INC.    CONSOLIDATED BALANCE SHEETS (Unaudited)
	June 30,			December 31,
	2023			2022
ASSETS	(Unaudited)/ (Restated)			(Audited)
Current Assets:
Cash	$	41,091		$	2,350
Receivable		300,000			300,000
Prepaids and other current assets		—			6,000
Total Current Assets		341,091			308,350
Goodwill		64,194			—
Total Assets	$	405,285		$	308,350
LIABILITIES & STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued liabilities	$	94,882		$	30,044
Accrued compensation		1,206,835			926,835
Due to related parties		20,625			15,625
Convertible notes and accrued interest		1,205,924			1,154,805
Derivative liability		652,815			536,399
Total Current Liabilities		3,181,081			2,663,708
Total Liabilities		3,181,081			2,663,708
Shareholders' Deficit:
Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized; 989,626 shares issued and outstanding		990			990
Series B Preferred stock, $10.00 par value, 4,500,000 shares authorized; 2,500,000 and 0 shares issued and outstanding, respectively		25,000,000			—
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,162,060,743 and 962,535,830 shares issued and outstanding, respectively		1,162,061			962,536
Discount for series B Preferred stock		(24,967,500	)		—
Common stock to be issued		16,900			23,500
Additional paid-in capital		12,801,795			12,657,620
Accumulated deficit		(16,790,042	)		(16,000,004	)
Total Stockholders’ Deficit		(2,775,796	)		(2,355,358	)
Total Liabilities and Stockholders’ Deficit	$	405,285		$	308,350

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

4

SMC ENTERTAINMENT, INC.  CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
	(Restated)						(Restated)
Operating Expenses:
General and administrative	$	92,575		$	51,665		$	134,850		$	160,107
Compensation expense – related party		144,050			145,675			288,400			2,668,475
Total operating expenses		236,625			197,340			423,250			2,828,582
Loss from operations		(236,625	)		(197,340	)		(423,250	)		(2,828,582	)
Other income (expense):
Interest expense		(5,470	)		(16,899	)		(13,426	)		(39,840	)
Gain on conversion		7,638			—			7,638			—
Loss on conversion		(57,500	)		—			(57,500	)		—
Change in fair value of derivative		(67,174	)		(293,457	)		(303,500	)		1,141,945
Total Other (Expense) Income		(122,506	)		(310,356	)		(366,788	)		1,102,105
Net Loss	$	(359,131	)	$	(507,696	)	$	(790,038	)	$	(1,726,477	)
Net loss per share – basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding, basic and diluted		1,049,261,042			913,606,288			1,028,336,529			912,189,115

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

5

SMC ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT For the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)
	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid-in		Discount to Preferred			Common Stock to Be			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Stock			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 (Restated)		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	)

6

	Series A Preferred Stock				Common Stock						Additional Paid-in		Common Stock to Be		Accumulated			Total Stockholders’
	Shares		Amount		Shares			Amount			Capital		Issued		Deficit			Deficit
Balance, December 31, 2021		989,626	$	990		722,126,974		$	722,127		$	10,203,064	$	68,450	$	(14,769,709	)	$	(3,775,078	)
Common stock issued for conversion of debt		—		—		72,000,000			72,000			59,040		—		—			131,040
Common stock issued for services – related party		—		—		175,000,000			175,000			2,187,500		25,300		—			2,387,800
Common stock issued for services		—		—		3,193,830			3,194			23,906		—		—			27,100
Common stock cancelled		—		—		(43,000,000	)		(43,000	)		43,000		—		—			—
Net loss		—		—		—			—			—		—		(1,218,781	)		(1,218,781	)
Balance, March 31, 2022		989,626		990		929,320,804			929,321			12,516,510		93,750		(15,988,490	)		(2,447,919	)
Common stock issued for services – related party		—		—		—			—			—		10,675		—			10,675
Common stock issued for services		—		—		5,525,454			5,525			19,875		—		—			25,400
Net loss		—		—		—			—			—		—		(507,696	)		(507,696	)
Balance, June 30, 2022		989,626	$	990		934,846,258		$	934,846		$	12,536,385	$	104,425	$	(17,207,271	)	$	(2,919,540	)

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

7

SMC ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
	For the Six Months Ended June 30,
	2023			2022
Cash Flows from Operating Activities:	(Restated)
Net loss	$	(790,038	)	$	(1,726,477	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services – related party		8,400			2,398,475
Common stock issued for services		37,500			52,500
Change in fair value of derivative		303,500			(1,141,944	)
Gain on conversion		(7,638	)		—
Loss on conversion		57,500			—
Debt discount		—			4,600
Changes in operating assets and liabilities:
Prepaids		6,000			(6,000	)
Accounts payable and accrued liabilities		24,254			—
Accrued interest		9,338			35,240
Accrued compensation – related party		280,000			221,960
Net cash used in operating activities		(71,184	)		(161,646	)
Cash Flows from Investing Activities:		—			—
Cash Flows from Financing Activities:
Cash overdraft assumed with acquisition		(425	)		—
Proceeds from loan – related party		5,000			—
Proceeds from loans		105,350			168,006
Net cash provided by financing activities		109,925			168,006
Net change in cash		38,741			6,360
Cash at beginning of period		2,350			3,445
Cash at end of period	$	41,091		$	9,805
Supplemental schedule of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—

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

8

SMC ENTERTAINMENT, INC.

Notes to Consolidated Unaudited Financial Statements

June 30, 2023

NOTE 1 — DESCRIPTION OF BUSINESS AND HISTORY

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

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

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

NOTE 2 — SUMMARY OF SIGNIFICANT POLICIES

Basis of presentation

The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited financial statements should be read in conjunction with the financial statements and related notes for the year ended December 31, 2022.

Use of estimates

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

Use of estimates

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

Concentrations of Credit Risk

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

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2023 or December 31, 2022.

9

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.  Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date 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.

Derivative Financial Instruments

The 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.

Fair value of financial instruments

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

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

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

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

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

The following table classifies the Company’s asset measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023:

Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	652,815
Total	$	—	$	—	$	652,815

10

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2022:

Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	536,399
Total	$	—	$	—	$	536,399

Recently issued accounting pronouncements

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

NOTE 3 — GOING CONCERN

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

NOTE 4 — MATERIAL TRANSACTION

On December 12, 2022, the Company entered into a Rescission and Release Agreement with Genesis Financial, Inc (“GFL”), that effectively terminated its Stock Purchase Agreement, that was executed on November 18, 2021. Per the terms of the Agreement GFL agreed to pay a rescission fee of $300,000, $50,000 of which was to be paid within 21 days and the balance within 60 days. As certain requirements to complete the acquisition were never completed, there was never a formal closing and the financial statements of the Company were never consolidated, the transaction has been unwound and is not reflected in the financial statements of the Company.

NOTE 5 — CONVERTIBLE NOTES PAYABLE

On January 12, 2022, Kanno entered into a Debt Purchases and Assignment Agreement with Mammoth Corporation, whereby Kanno assigned the remaining principal balance of $399,046, from its note originally issued on February 3, 2018, to Mammoth. No accrued interest was assigned.

On January 21, 2022, the Company issued a Convertible Promissory Note to Mammoth Corporation in the amount of $550,000. The Note will be funded in tranches, with the initial tranche of $110,400, net of $4,600 OID and fees, paid on February 1, 2022. Interest will not accrue on the note, unless an uncured default occurs.

11

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

	Date Issued	Maturity Date	Rate	Balance 12/31/2022		Additions		Conversions/ Payments		Balance 6/30/2023		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	n/a	$	42,601	$	—	$	—	$	42,601	$	0.00466
Kanno Group Holdings ll Ltd	1/6/2020	1/6/2021	n/a	$	14,977	$	—	$	—	$	14,977	$	0.00615
Kanno Group Holdings ll Ltd	6/30/2020	6/30/2021	n/a	$	7,732	$	—	$	—	$	7,732	$	0.00615
Kanno Group Holdings ll Ltd	12/31/2020	12/31/2021	n/a	$	9,527	$	—	$	—	$	9,527	$	0.00185
Kanno Group Holdings ll Ltd	3/31/2021	3/31/2022	n/a	$	5,112	$	—	$	—	$	5,112	$	0.00628
Kanno Group Holdings ll Ltd	7/24/2021	7/24/2022	n/a	$	5,406	$	—	$	—	$	5,406	$	0.00603
Kanno Group Holdings ll Ltd	11/1/2021	11/1/2022	n/a	$	2,828	$	—	$	—	$	2,828	$	0.00544
Kanno Group Holdings ll Ltd	12/31/2021	12/31/2022	n/a	$	37,391	$	—	$	—	$	37,391	$	0.00509
Mammoth Corporation	1/12/2022	1/12/2023	n/a	$	268,366	$	—	$	—	$	268,366		(3)
Mammoth Corporation	1/21/2022	1/21/2023		$	115,000	$	—	$	—	$	115,000		(4)
Kanno Group Holdings ll Ltd	3/31/2022	3/31/2023	n/a	$	7,606	$	—	$	—	$	7,606	$	0.00222
Kanno Group Holdings ll Ltd	4/25/2022	4/25/2023	n/a	$	50,000	$	—	$	—	$	50,000	$	0.00206
Kanno Group Holdings ll Ltd	7/12/2022	7/12/2023	n/a	$	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
				$	682,377	$	102,350	$	—	$	784,727
Kanno Group Holdings ll Ltd – accrued interest	n/a	n/a	n/a	$	338,079	$		$	(24,255)	$	313,824		(5)

(1)	75% 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.
(5)	During the six months ended June 30, 2023, Kanno Group Holdings converted $24,255 of accrued interest into 63,000,000 shares of common stock.

A summary of the activity of the derivative liability for the notes above and for amounts due under the consulting agreements with Mr. Hughes and Mr. Blum (Note 8) is as follows:

Balance at December 31, 2021	$	2,215,981
Derivative (gain) due to mark to market adjustment		(1,679,582	)
Balance at December 31, 2022	$	536,399
Decrease to derivative due to conversion		(187,085	)
Derivative loss due to mark to market adjustment		303,500
Balance at June 30, 2023	$	652,814

12

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of June 30, 2023 is as follows:

Inputs	June 30, 2023			Initial Valuation
Stock price	$	0.0013		$	0.006 – 0.0115
Conversion price	$	0.0007 - 0.0012		$	0.0016 – 0.0098
Volatility (annual)		152.41	%		163.53% - 214.94%
Risk-free rate		5.439	%		0.39% - 1.55%
Dividend rate		—			—
Years to maturity		0.25			1

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

NOTE 6 — COMMON STOCK

On January 20, 2022, 3,000,000 shares of common stock previously issued were cancelled and returned to the Company.

On January 20, 2022, the 40,000,000 shares of common stock originally issued to Spectrum were cancelled and returned to the Company.

During the year ended December 31, 2022, the Company granted 28,158,856 shares of common stock to a service provider for services. The shares were valued at the closing stock price on the date of grant for total non-cash stock compensation expense of $105,000. As of December 31, 2022, 6,750,000 shares have not yet been issued by the transfer agent and are presented as $15,000 of common stock to be issued.

During Q1 2023, the Company granted 10,456,371 shares of common stock to a service provider for services. The shares were valued at the closing stock price on the date of grant for total non-cash stock compensation expense of $15,000. In addition, 6,750,000 shares of common stock that were due to be issued as of December 31, 2022, were issued to by the transfer agent.

During Q2 2023, the Company granted 19,318,182 shares of common stock to a service provider for services. The shares were valued at the closing stock price on the date of grant for total non-cash stock compensation expense of $15,000.

During Q2 2023, Kanno Group Holdings converted $24,255 into 63,000,000 shares of common stock.

During Q2 2023, Christopher Whitcomb converted $12,500 of accrued interest into 50,000,000 shares of common stock.

During Q2 2023, Mammoth Corporation converted $17,500 into 50,000,000 shares of common stock.

Refer to Note 8 for shares issued to related parties.

NOTE 7 — PREFERRED STOCK

Series A Preferred Stock

The Company has 1,000,000 shares of preferred stock designated as Series A. The Series A preferred stock, par value $0.001, are entitled to dividends, if declared, and are convertible into common stock by dividing the issue price of $1.00 by a 20% discount to the current market price.

13

Series B Preferred Stock

On December 16, 2021, the Company amended its Articles of Incorporation, creating a series of Preferred Stock designating 4,500,000 shares of Series B Convertible Preferred Stock, par value $10.00 per share. The Series B preferred stock are entitled to dividends, if declared, and are convertible into common stock at a rate of 10% to the preceding ten day weighted average price.

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

NOTE 8 — RELATED PARTY TRANSACTIONS

On January 18, 2022, the Company issued 100,000,000 shares of common stock to JW Price LL for services. The shares were valued at $0.0135, the closing price of on the date of grant, for total non-cash compensation expense of $1,350,000.

On January 18, 2022, the Company issued 75,000,000 shares of common stock to Rony Hughes for services. The shares were valued at $0.0135, the closing price of on the date of grant, for total non-cash compensation expense of $1,012,500.

On October 1, 2021, the Company entered into a consulting agreement with Ronald Hughes and North Arm Capital LLC, in which Mr. Hughes was appointed CEO and Chairman of the Company. Per the terms of the agreement Mr. Hughes is to be compensated $17,500 per month through October 1, 2022, increasing to $20,000 per month thereafter. In addition to his consulting fee Mr. Hughes will be granted 500,000 shares of common stock per month. During the year ended December 31, 2022, the Company granted Mr. Hughes 6,000,000 shares of common stock per the terms of the consulting agreement. The shares were valued on the date of grant for total non-cash compensation expense of $23,600. During the six months ended June 30, 2023, Mr. Hughes was granted 3,000,000 shares of common stock. The shares were valued on the date of grant for total non-cash compensation expense of $3,850.

Per the terms of the agreement Mr. Hughes has the right to convert all or a portion of any accrued amount of compensation into shares of common stock at a 10% discount to the VWAP of the average of the last five trading days before conversion. As of June 30, 2023 and December 31, 2022, there is $341,000 and $221,000 due under this agreement, respectively. There is an additional $56,000 of accrued compensation due to Mr. Hughes under his prior agreement and $11,810 due for cash advances to the Company.

On November 15, 2021, the Company entered into a consulting agreement with Erik Blum and J W Price LLC, in which Mr. Blum was appointed President of the Company. Per the terms of the agreement Mr. Blum is to be compensated $20,000 per month through November 15, 2022, increasing to $25,000 per month through November 15, 2023. During the year ended December 31, 2022, the Company granted Mr. Blum 6,000,000 shares of common stock per the terms of the consulting agreement. The shares were valued on the date of grant for total non-cash compensation expense of $27,875. During the six months ended June 30, 2023, Mr. Blum was granted 3,000,000 shares of common stock. The shares were valued on the date of grant for total non-cash compensation expense of $4,550.

Per the terms of the agreement Mr. Blum has the right to convert all or a portion of any accrued amount of compensation into shares of common stock at a 10% discount to the VWAP of the average of the last five trading days before conversion. As of June 30, 2023 and December 31, 2022, there is $448,960 and $288,960 due under this agreement, respectively.

NOTE 9 — BUSINESS COMBINATIONS

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

The Company 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 income statement for the three and six months ended June 30, 2023, includes $23,144 of expenses of Fyniti from the date of acquisition (April 21, 2023) through June 30, 2023.

The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired and liabilities assumed was allocated to goodwill.  

Consideration
Consideration issued	$	32,500
Identified assets, liabilities, and noncontrolling interest
Cash overdraft		(425	)
Accounts payable		(29,500	)
Accrued Expenses		(1,769	)
Total identified assets, liabilities, and noncontrolling interest		(31,694	)
Excess purchase price allocated to goodwill	$	64,194

14

NOTE 10 – RESTATEMENT

Per ASC 250-10 Accounting Changes and Error Corrections, the financial statements as of and for the six months ended June 30, 2023, are being restated to revise the accounting for the acquisition of Fyniti Global Equities EBT Inc. and adjust for debt conversions.

As of June 30, 2023
	As Reported			Adjusted				As Restated
ASSETS
Current Assets:
Cash	$	41,091		$	—			$	41,091
Receivables		300,000			—				300,000
Goodwill		25,031,694			(24,967,500	)	(1)		64,194
Total Assets		25,372,785			(24,967,500	)			405,285
Current Liabilities:
Accounts payable and accrued liabilities	$	107,381		$	(12,499	)	(2)	$	94,882
Accrued compensation		1,206,835			—				1,206,835
Due to related parties		20,625			—				20,625
Convertible notes and accrued interest		1,223,424			(17,500	)	(2)		1,205,924
Derivative liability		685,125			(32,310	)	(2)		652,815
Total Current Liabilities		3,243,390			(62,309	)			3,181,081
Stockholders' Equity (Deficit):
Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized; 989,626 shares issued and outstanding		990			—				990
Series B Preferred stock, $10.00 par value, 4,500,000 shares authorized; 2,500,000 shares issued and outstanding		2,500			24,997,500		(1)		25,000,000
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,162,060,743 shares issued and outstanding		1,062,061			100,000		(2)		1,162,061
Discount for series B Preferred stock		—			(24,967,500	)	(1)		(24,967,500	)
Common stock to be issued		16,900			—				16,900
Additional paid-in capital		37,766,734			(24,964,939	)	(1)		12,801,795
Accumulated deficit		(16,719,790	)		(70,252	)			(16,790,042	)
Total Stockholders' Equity		22,129,395			(25,905,191	)			(2,775,796	)
Total Liabilities and Stockholders' Deficit	$	25,372,785		$	(24,967,500	)		$	405,285

15

For The Six Months Ended June 30, 2023
	As Reported			Adjusted			As Restated
Operating Expenses:
General and administrative	$	134,850		$	—		$	134,850
Compensation expense – related party		288,400			—			288,400
Total operating expenses		423,250			—			423,250
Loss from operations		(423,250	)		—			(423,250	)
Other income (expense):
Interest expense		(13,426	)		—			(13,426	)
Gain on conversion		—			7,638	(2)		7,638
Loss on conversion		—			(57,500	) (2)		(57,500	)
Change in fair value of derivative		(283,110	)		(20,390	) (2)		(303,500	)
Total Other Expense		(296,536	)		(70,252	)		(366,788	)
Net Loss	$	(719,786	)	$	(70,252	)	$	(790,038	)
Loss per share	$	(0.00	)	$	—		$	(0.00	)
Weighted average common shares outstanding		1,028,336,529			—			1,028,336,529

(1)	Entries for the change of the value for the acquisition of Fyniti.
(2)	Shares issued for conversion of debt not previously accounted for.

NOTE 11 — SUBSEQUENT EVENTS

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

On July 10, 2023. Mammoth Corporation converted $18,865 of their note payable into 53,900,000 shares of common stock.

On August 1, 2023, the Company granted JW Price LLC 100,000,000 share of common stock for advisory services related to the acquisition of Fyniti Global Equities LLC. The shares were valued at $0.008 for total non-cash compensation expense of $80,000.

On August 14, 2023, the Company amended its Articles of Incorporation increasing its authorized common shares to 3,000,000,000 (3 Bil).

16

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

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

Forward-Looking Statements

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

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

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

Company Overview and Description of Business

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

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

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

Results of Operations

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) includes a discussion of the consolidated results from operations of SMC Entertainment, Inc. and its subsidiary for the three and six months ended June 30, 2023 and 2022.

Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022

Revenue

We had no revenue for the three months ended June 30, 2023 and 2022.

General and Administrative Expenses

General and Administrative expenses for the three months ended June 30, 2023 were $92,575 as compared to $51,665 for the comparable prior period, an increase of $40,910 or 79.2%. The increase in the current period is primarily due to the additional expense for Fyniti.

Compensation Expense – Related Party

Compensation Expense – Related Party for the three months ended June 30, 2023 was $144,050 as compared to $145,675 for the comparable prior period, a decrease of $1,625 or 1.1%. We incur compensation expenses for our CEO and COO. In the current period we accrued a total of $140,000 per the terms of their consulting agreements and granted shares of common stock for total non-cash expense of $4,050. In the prior period we accrued a total of $127,500 per the terms of their consulting agreements and granted shares of common stock for total non-cash expense of $10,675.

Other Income (Expense)

Total other expense for the three months ended June 30, 2023, was $122,506 as compared to $310,356 for the comparable prior period. In the current period we had interest expense of $5,470, a gain on conversion of convertible debt of $7,638, a loss on conversion of debt of $57,500 and a loss of $67,174 related to the change in fair value of derivatives. In the prior period we had interest expense of $16,899 and a loss of $293,457 related to the change in the fair value of derivatives.

17

Net Loss

Our net loss for the three months ended June 30, 2023, was $1,093,601 as compared with a net income of $44,029 for the comparable prior period, an increase to our net loss of $1,137,630. The change from net income to the net loss is due to the decrease in other income for the change in the fair value of derivatives and to the addition of the amortization expense for intangible assets.

Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022

Revenue

We had no revenue for the six months ended June 30, 2023 and 2022.

General and Administrative Expenses

General and Administrative expenses for the six months ended June 30, 2023 was $134,850 as compared to $160,107 for the comparable prior period, a decrease of $25,257 or 15.8%. In the current period we had decrease in investor relation expense of $93,000, which was offset with an increase in legal fees of $45,500 and public relation expense of $14,000.

Compensation Expense – Related Party

Compensation Expense – Related Party for the six months ended June 30, 2023 was $288,400 as compared to $2,668,475 for the comparable prior period, a decrease of $2,380,075 or 89.2%. We incur compensation expenses for our CEO and COO. In the current period we accrued a total of $280,000 per the terms of their consulting agreements and granted shares of common stock for total non-cash expense of $8,400. In the prior period we accrued a total of $255,000 per the terms of their consulting agreements and granted shares of common stock for total non-cash expense of $2,413,475.

Other Income (Expense)

Total other expense for the six months ended June 30, 2023, was $366,788 as compared to total other income of $1,102,105 for the comparable prior period. In the current period we had interest expense of $13,426, a gain on conversion of convertible debt of $7,638, a loss on conversion of debt of $57,500 and a loss of $303,500 related to the change in fair value of derivatives. In the prior period we had interest expense of $39,840 and a gain of $1,141,945 related to the change in the fair value of derivatives.

Net Loss

Our net loss for the six months ended June 30, 2023, was $790,038 as compared with a net loss of $1,726,477 for the comparable prior period, a decrease to our net loss of $936,439.

Liquidity and Capital Resources

During the six months ended June 30, 2023, we used $71,184 of cash in operations compared to $161,646 used in the prior period.

As of June 30, 2023, we had convertible notes, including accrued interest, due of $1,205,924.

Off-Balance Sheet Arrangements

As of June 30, 2023, the Company had no off-balance sheet arrangements.

18

Going Concern

Our auditors have expressed substantial doubt as to our ability to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis. For the six months ended June 30, 2023, the Company had a net loss of $790,038, had net cash used in operating activities of $71,184 and an accumulated deficit of $16,790,042. 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.

Off Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements.

Critical Accounting Policies

Refer to Note 2 for a condensed discussion of our critical accounting policies and to our Form 10, which includes our audited financial statements for the year ended December 31, 2022, 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 six months ended June 30, 2023 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 June 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

19

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

20

Item 6. Exhibits.

(a) Exhibits.

Exhibit No.	Description
31.1	Rule 13a14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer
32.2	Section 1350 Certification of 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)

21

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: March 7, 2024	SMC ENTERTAINMENT, INC.
	By:	/s/ Erik Blum
		Name:	Erik Blum
		Title:	Chief Executive Officer and Director
			(Principal Executive Officer)
	By:	/s/ Adam Yang
		Name:	Adam Yang
		Title:	Chief Financial Officer
			(Principal Financial Officer)

22

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Erik Blum, certify that:

1.	I have reviewed this report on Form 10-Q.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 7, 2024	By:	/s/ Erik Blum
		Erik Blum
		Chief Executive Officer

EX-31.2

 EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Adam Yang, certify that:

1.	I have reviewed this report on Form 10-Q.
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 7, 2024	By:	/s/ Adam Yang
		Adam Yang
		Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES—OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of SMC Entertainment Inc. (the “Company”) for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Erik Blum, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 7, 2024	By:	/s/ Erik Blum
		Erik Blum
		Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES—OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of SMC Entertainment Inc. (the “Company”) for the period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Adam Yang, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 7, 2024	By:	/s/ Adam Yang
		Adam Yang
		Chief Financial Officer

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Cover - shares	6 Months Ended
	Jun. 30, 2023	Mar. 06, 2024
Cover [Abstract]
Entity Registrant Name	SMC Entertainment, Inc.
Entity Central Index Key	0001497230
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		1,315,960,743
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-56558
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	00-0000000
Entity Address Address Line 1	59170 Glades
Entity Address Address Line 2	Road Suite 150
Entity Address City Or Town	Boca Raton
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33434
City Area Code	360
Local Phone Number	820-5973
Security 12b Title	Common
Trading Symbol	SMCE
Entity Interactive Data Current	Yes

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CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 41,091	$ 2,350
Receivable	300,000	300,000
Prepaids and other current assets	0	6,000
Total Current Assets	341,091	308,350
Goodwill	64,194	0
Total Assets	405,285	308,350
Current Liabilities:
Accounts payable and accrued liabilities	94,882	30,044
Accrued compensation	1,206,835	926,835
Due to related parties	20,625	15,625
Convertible notes and accrued interest	1,205,924	1,154,805
Derivative liability	652,815	536,399
Total Current Liabilities	3,181,081	2,663,708
Total Liabilities	3,181,081	2,663,708
Shareholders' Deficit:
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,162,060,743 and 962,535,830 shares issued and outstanding, respectively	1,162,061	962,536
Discount for series B Preferred stock	(24,967,500)	0
Common stock to be issued	16,900	23,500
Additional paid-in capital	12,801,795	12,657,620
Accumulated deficit	(16,790,042)	(16,000,004)
Total Stockholders' Deficit	(2,775,796)	(2,355,358)
Total Liabilities and Stockholders' Deficit	405,285	308,350
Series B Preferred Stock [Member]
Shareholders' Deficit:
Preferred stock, value	25,000,000	0
Series A Preferred Stock [Member]
Shareholders' Deficit:
Preferred stock, value	$ 990	$ 990

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	3,000,000,000	3,000,000,000
Common stock, shares issued	1,162,060,743	962,535,830
Common stock, shares outstanding	1,162,060,743	962,535,830
Series A Preferred Stock [Member]
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	989,626	989,626
Preferred stock, shares outstanding	989,626	989,626
Series B Preferred Stock [Member]
Preferred stock, shares par value	$ 10.00	$ 10.00
Preferred stock, shares authorized	4,500,000	4,500,000
Preferred stock, shares issued	2,500,000	0
Preferred stock, shares outstanding	2,500,000	0

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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating Expenses:
General and administrative	$ 92,575	$ 51,665	$ 134,850	$ 160,107
Compensation expense - related party	144,050	145,675	288,400	2,668,475
Total operating expenses	236,625	197,340	423,250	2,828,582
Loss from operations	(236,625)	(197,340)	(423,250)	(2,828,582)
Other income (expense):
Interest expense	(5,470)	(16,899)	(13,426)	(39,840)
Gain on conversion	7,638	0	7,638	0
Loss on conversion	(57,500)	0	(57,500)	0
Change in fair value of derivative	(67,174)	(293,457)	(303,500)	1,141,945
Total Other (Expense) Income	(122,506)	(310,356)	(366,788)	1,102,105
Net Loss	$ (359,131)	$ (507,696)	$ (790,038)	$ (1,726,477)
Net loss per share - basic and diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average shares outstanding, basic and diluted	1,049,261,042	913,606,288	1,028,336,529	912,189,115

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Unaudited) - USD ($)	Total	Common Stock [Member]	Additional Paid-In Capital	Discount to Preferred stock [Member]	Common Stock to Be Issued [Member]	Retained Earnings (Accumulated Deficit)	Preferred Stock Series B [Member]	Preferred Stock Series A [Member]
Balance, shares at Dec. 31, 2021		722,126,974						989,626
Balance, amount at Dec. 31, 2021	$ (3,775,078)	$ 722,127	$ 10,203,064		$ 68,450	$ (14,769,709)		$ 990
Common stock issued for conversion of debt, shares		72,000,000
Common stock issued for conversion of debt, amount	131,040	$ 72,000	59,040		0	0		0
Common stock issued for services - related party, shares		175,000,000
Common stock issued for services - related party, amount	2,387,800	$ 175,000	2,187,500		25,300	0		0
Common stock issued for services, shares		3,193,830
Common stock issued for services, amount	27,100	$ 3,194	23,906		0	0		0
Common stock cancelled, shares		(43,000,000)
Common stock cancelled, amount	0	$ (43,000)	43,000		0	0		0
Net loss	(1,218,781)	$ 0	0		0	(1,218,781)		$ 0
Balance, shares at Mar. 31, 2022		929,320,804						989,626
Balance, amount at Mar. 31, 2022	(2,447,919)	$ 929,321	12,516,510		93,750	(15,988,490)		$ 990
Balance, shares at Dec. 31, 2021		722,126,974						989,626
Balance, amount at Dec. 31, 2021	(3,775,078)	$ 722,127	10,203,064		68,450	(14,769,709)		$ 990
Net loss	(1,726,477)
Balance, shares at Jun. 30, 2022		934,846,258						989,626
Balance, amount at Jun. 30, 2022	(2,919,540)	$ 934,846	12,536,385		104,425	(17,207,271)		$ 990
Balance, shares at Mar. 31, 2022		929,320,804						989,626
Balance, amount at Mar. 31, 2022	(2,447,919)	$ 929,321	12,516,510		93,750	(15,988,490)		$ 990
Common stock issued for services, shares		5,525,454
Common stock issued for services, amount	25,400	$ 5,525	19,875		0	0		0
Net loss	(507,696)	0	0		0	(507,696)		0
Common stock issued for services - related party	10,675	$ 0	0		10,675	0		$ 0
Balance, shares at Jun. 30, 2022		934,846,258						989,626
Balance, amount at Jun. 30, 2022	(2,919,540)	$ 934,846	12,536,385		104,425	(17,207,271)		$ 990
Balance, shares at Dec. 31, 2022		962,535,830						989,626
Balance, amount at Dec. 31, 2022	(2,355,358)	$ 962,536	12,657,620	$ 0	23,500	(16,000,004)	$ 0	$ 990
Common stock issued for conversion of debt, shares		63,000,000
Common stock issued for conversion of debt, amount	151,200	$ 63,000	88,200	0	0	0	0	0
Common stock issued for services, shares		17,206,731
Common stock issued for services, amount	15,000	$ 17,207	12,793	0	(15,000)	0	0	0
Net loss	(430,907)	0	0	0	0	(430,907)	0	0
Common stock issued for services - related party	4,350	$ 0	0	0	4,350	0	0	$ 0
Balance, shares at Mar. 31, 2023		1,042,742,561						989,626
Balance, amount at Mar. 31, 2023	(2,615,715)	$ 1,042,743	12,758,613	0	12,850	(16,430,911)	0	$ 990
Balance, shares at Dec. 31, 2022		962,535,830						989,626
Balance, amount at Dec. 31, 2022	(2,355,358)	$ 962,536	12,657,620	0	23,500	(16,000,004)	$ 0	$ 990
Net loss	(790,038)
Balance, shares at Jun. 30, 2023		1,162,060,743					2,500,000	989,626
Balance, amount at Jun. 30, 2023	(2,775,796)	$ 1,162,061	12,801,795	(24,967,500)	16,900	(16,790,042)	$ 25,000,000	$ 990
Balance, shares at Mar. 31, 2023		1,042,742,561						989,626
Balance, amount at Mar. 31, 2023	(2,615,715)	$ 1,042,743	12,758,613	0	12,850	(16,430,911)	0	$ 990
Common stock issued for conversion of debt, shares		100,000,000
Common stock issued for conversion of debt, amount	140,000	$ 100,000	40,000	0	0	0	0	0
Common stock issued for services, shares		19,318,182
Common stock issued for services, amount	22,500	$ 19,318	3,182	0	0	0	0	0
Net loss	(359,131)	0	0	0	0	(359,131)	0	0
Common stock issued for services - related party	4,050	0	0	0	4,050	0	$ 0	0
Preferred stock issued for acquisition, shares							2,500,000
Preferred stock issued for acquisition, amount	32,500	$ 0	0	24,967,500	0	0	$ 25,000,000	$ 0
Balance, shares at Jun. 30, 2023		1,162,060,743					2,500,000	989,626
Balance, amount at Jun. 30, 2023	$ (2,775,796)	$ 1,162,061	$ 12,801,795	$ (24,967,500)	$ 16,900	$ (16,790,042)	$ 25,000,000	$ 990

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Net loss	$ (790,038)	$ (1,726,477)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock issued for services - related party	8,400	2,398,475
Common stock issued for services	37,500	52,500
Change in fair value of derivative	303,500	(1,141,944)
Gain on conversion	(7,638)	0
Loss on conversion	57,500	0
Debt discount	0	4,600
Changes in operating assets and liabilities:
Prepaids	6,000	(6,000)
Accounts payable and accrued liabilities	24,254	0
Accrued interest	9,338	35,240
Accrued compensation - related party	280,000	221,960
Net cash used in operating activities	(71,184)	(161,646)
Cash Flows from Investing Activities:	0	0
Cash Flows from Financing Activities:
Cash overdraft assumed with acquisition	(425)	0
Proceeds from loan - related party	5,000	0
Proceeds from loans	105,350	168,006
Net cash provided by financing activities	109,925	168,006
Net change in cash	38,741	6,360
Cash at beginning of period	2,350	3,445
Cash at end of period	41,091	9,805
Supplemental schedule of cash flow information:
Cash paid for interest	0	0
Cash paid for taxes	$ 0	$ 0

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DESCRIPTION OF BUSINESS AND HISTORY

6 Months Ended

Jun. 30, 2023

DESCRIPTION OF BUSINESS AND HISTORY

DESCRIPTION OF BUSINESS AND HISTORY

NOTE 1 — DESCRIPTION OF BUSINESS AND HISTORY

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

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

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

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SUMMARY OF SIGNIFICANT POLICIES

6 Months Ended

Jun. 30, 2023

DESCRIPTION OF BUSINESS AND HISTORY

SUMMARY OF SIGNIFICANT POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT POLICIES

Basis of presentation

The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited financial statements should be read in conjunction with the financial statements and related notes for the year ended December 31, 2022.

Use of estimates

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

Use of estimates

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

Concentrations of Credit Risk

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

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2023 or December 31, 2022.

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.  Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date 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.

Derivative Financial Instruments

The 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.

Fair value of financial instruments

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

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

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

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

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

The following table classifies the Company’s asset measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023:

Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	652,815
Total	$	—	$	—	$	652,815

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2022:

Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	536,399
Total	$	—	$	—	$	536,399

Recently issued accounting pronouncements

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

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GOING CONCERN

6 Months Ended

Jun. 30, 2023

GOING CONCERN

GOING CONCERN

NOTE 3 — GOING CONCERN

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

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MATERIAL TRANSACTION

6 Months Ended

Jun. 30, 2023

MATERIAL TRANSACTION

MATERIAL TRANSACTION

NOTE 4 — MATERIAL TRANSACTION

On December 12, 2022, the Company entered into a Rescission and Release Agreement with Genesis Financial, Inc (“GFL”), that effectively terminated its Stock Purchase Agreement, that was executed on November 18, 2021. Per the terms of the Agreement GFL agreed to pay a rescission fee of $300,000, $50,000 of which was to be paid within 21 days and the balance within 60 days. As certain requirements to complete the acquisition were never completed, there was never a formal closing and the financial statements of the Company were never consolidated, the transaction has been unwound and is not reflected in the financial statements of the Company.

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CONVERTIBLE NOTES PAYABLE

6 Months Ended

Jun. 30, 2023

CONVERTIBLE NOTES PAYABLE

CONVERTIBLE NOTES PAYABLE

NOTE 5 — CONVERTIBLE NOTES PAYABLE

On January 12, 2022, Kanno entered into a Debt Purchases and Assignment Agreement with Mammoth Corporation, whereby Kanno assigned the remaining principal balance of $399,046, from its note originally issued on February 3, 2018, to Mammoth. No accrued interest was assigned.

On January 21, 2022, the Company issued a Convertible Promissory Note to Mammoth Corporation in the amount of $550,000. The Note will be funded in tranches, with the initial tranche of $110,400, net of $4,600 OID and fees, paid on February 1, 2022. Interest will not accrue on the note, unless an uncured default occurs.

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

	Date Issued	Maturity Date	Rate	Balance 12/31/2022		Additions		Conversions/ Payments		Balance 6/30/2023		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	n/a	$	42,601	$	—	$	—	$	42,601	$	0.00466
Kanno Group Holdings ll Ltd	1/6/2020	1/6/2021	n/a	$	14,977	$	—	$	—	$	14,977	$	0.00615
Kanno Group Holdings ll Ltd	6/30/2020	6/30/2021	n/a	$	7,732	$	—	$	—	$	7,732	$	0.00615
Kanno Group Holdings ll Ltd	12/31/2020	12/31/2021	n/a	$	9,527	$	—	$	—	$	9,527	$	0.00185
Kanno Group Holdings ll Ltd	3/31/2021	3/31/2022	n/a	$	5,112	$	—	$	—	$	5,112	$	0.00628
Kanno Group Holdings ll Ltd	7/24/2021	7/24/2022	n/a	$	5,406	$	—	$	—	$	5,406	$	0.00603
Kanno Group Holdings ll Ltd	11/1/2021	11/1/2022	n/a	$	2,828	$	—	$	—	$	2,828	$	0.00544
Kanno Group Holdings ll Ltd	12/31/2021	12/31/2022	n/a	$	37,391	$	—	$	—	$	37,391	$	0.00509
Mammoth Corporation	1/12/2022	1/12/2023	n/a	$	268,366	$	—	$	—	$	268,366		(3)
Mammoth Corporation	1/21/2022	1/21/2023		$	115,000	$	—	$	—	$	115,000		(4)
Kanno Group Holdings ll Ltd	3/31/2022	3/31/2023	n/a	$	7,606	$	—	$	—	$	7,606	$	0.00222
Kanno Group Holdings ll Ltd	4/25/2022	4/25/2023	n/a	$	50,000	$	—	$	—	$	50,000	$	0.00206
Kanno Group Holdings ll Ltd	7/12/2022	7/12/2023	n/a	$	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
				$	682,377	$	102,350	$	—	$	784,727
Kanno Group Holdings ll Ltd – accrued interest	n/a	n/a	n/a	$	338,079	$		$	(24,255)	$	313,824		(5)

(1)	75% 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.
(5)	During the six months ended June 30, 2023, Kanno Group Holdings converted $24,255 of accrued interest into 63,000,000 shares of common stock.

A summary of the activity of the derivative liability for the notes above and for amounts due under the consulting agreements with Mr. Hughes and Mr. Blum (Note 8) is as follows:

Balance at December 31, 2021	$	2,215,981
Derivative (gain) due to mark to market adjustment		(1,679,582	)
Balance at December 31, 2022	$	536,399
Decrease to derivative due to conversion		(187,085	)
Derivative loss due to mark to market adjustment		303,500
Balance at June 30, 2023	$	652,814

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of June 30, 2023 is as follows:

Inputs	June 30, 2023			Initial Valuation
Stock price	$	0.0013		$	0.006 – 0.0115
Conversion price	$	0.0007 - 0.0012		$	0.0016 – 0.0098
Volatility (annual)		152.41	%		163.53% - 214.94%
Risk-free rate		5.439	%		0.39% - 1.55%
Dividend rate		—			—
Years to maturity		0.25			1

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

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COMMON STOCK

6 Months Ended

Jun. 30, 2023

COMMON STOCK

COMMON STOCK

NOTE 6 — COMMON STOCK

On January 20, 2022, 3,000,000 shares of common stock previously issued were cancelled and returned to the Company.

On January 20, 2022, the 40,000,000 shares of common stock originally issued to Spectrum were cancelled and returned to the Company.

During the year ended December 31, 2022, the Company granted 28,158,856 shares of common stock to a service provider for services. The shares were valued at the closing stock price on the date of grant for total non-cash stock compensation expense of $105,000. As of December 31, 2022, 6,750,000 shares have not yet been issued by the transfer agent and are presented as $15,000 of common stock to be issued.

During Q1 2023, the Company granted 10,456,371 shares of common stock to a service provider for services. The shares were valued at the closing stock price on the date of grant for total non-cash stock compensation expense of $15,000. In addition, 6,750,000 shares of common stock that were due to be issued as of December 31, 2022, were issued to by the transfer agent.

During Q2 2023, the Company granted 19,318,182 shares of common stock to a service provider for services. The shares were valued at the closing stock price on the date of grant for total non-cash stock compensation expense of $15,000.

During Q2 2023, Kanno Group Holdings converted $24,255 into 63,000,000 shares of common stock.

During Q2 2023, Christopher Whitcomb converted $12,500 of accrued interest into 50,000,000 shares of common stock.

During Q2 2023, Mammoth Corporation converted $17,500 into 50,000,000 shares of common stock.

Refer to Note 8 for shares issued to related parties.

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PREFERRED STOCK

6 Months Ended

Jun. 30, 2023

PREFERRED STOCK

PREFERRED STOCK

NOTE 7 — PREFERRED STOCK

Series A Preferred Stock

The Company has 1,000,000 shares of preferred stock designated as Series A. The Series A preferred stock, par value $0.001, are entitled to dividends, if declared, and are convertible into common stock by dividing the issue price of $1.00 by a 20% discount to the current market price.

Series B Preferred Stock

On December 16, 2021, the Company amended its Articles of Incorporation, creating a series of Preferred Stock designating 4,500,000 shares of Series B Convertible Preferred Stock, par value $10.00 per share. The Series B preferred stock are entitled to dividends, if declared, and are convertible into common stock at a rate of 10% to the preceding ten day weighted average price.

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

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 8 — RELATED PARTY TRANSACTIONS

On January 18, 2022, the Company issued 100,000,000 shares of common stock to JW Price LL for services. The shares were valued at $0.0135, the closing price of on the date of grant, for total non-cash compensation expense of $1,350,000.

On January 18, 2022, the Company issued 75,000,000 shares of common stock to Rony Hughes for services. The shares were valued at $0.0135, the closing price of on the date of grant, for total non-cash compensation expense of $1,012,500.

On October 1, 2021, the Company entered into a consulting agreement with Ronald Hughes and North Arm Capital LLC, in which Mr. Hughes was appointed CEO and Chairman of the Company. Per the terms of the agreement Mr. Hughes is to be compensated $17,500 per month through October 1, 2022, increasing to $20,000 per month thereafter. In addition to his consulting fee Mr. Hughes will be granted 500,000 shares of common stock per month. During the year ended December 31, 2022, the Company granted Mr. Hughes 6,000,000 shares of common stock per the terms of the consulting agreement. The shares were valued on the date of grant for total non-cash compensation expense of $23,600. During the six months ended June 30, 2023, Mr. Hughes was granted 3,000,000 shares of common stock. The shares were valued on the date of grant for total non-cash compensation expense of $3,850.

Per the terms of the agreement Mr. Hughes has the right to convert all or a portion of any accrued amount of compensation into shares of common stock at a 10% discount to the VWAP of the average of the last five trading days before conversion. As of June 30, 2023 and December 31, 2022, there is $341,000 and $221,000 due under this agreement, respectively. There is an additional $56,000 of accrued compensation due to Mr. Hughes under his prior agreement and $11,810 due for cash advances to the Company.

On November 15, 2021, the Company entered into a consulting agreement with Erik Blum and J W Price LLC, in which Mr. Blum was appointed President of the Company. Per the terms of the agreement Mr. Blum is to be compensated $20,000 per month through November 15, 2022, increasing to $25,000 per month through November 15, 2023. During the year ended December 31, 2022, the Company granted Mr. Blum 6,000,000 shares of common stock per the terms of the consulting agreement. The shares were valued on the date of grant for total non-cash compensation expense of $27,875. During the six months ended June 30, 2023, Mr. Blum was granted 3,000,000 shares of common stock. The shares were valued on the date of grant for total non-cash compensation expense of $4,550.

Per the terms of the agreement Mr. Blum has the right to convert all or a portion of any accrued amount of compensation into shares of common stock at a 10% discount to the VWAP of the average of the last five trading days before conversion. As of June 30, 2023 and December 31, 2022, there is $448,960 and $288,960 due under this agreement, respectively.

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BUSINESS COMBINATIONS

6 Months Ended

Jun. 30, 2023

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

NOTE 9 — BUSINESS COMBINATIONS

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

The Company 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 income statement for the three and six months ended June 30, 2023, includes $23,144 of expenses of Fyniti from the date of acquisition (April 21, 2023) through June 30, 2023.

The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired and liabilities assumed was allocated to goodwill.  

Consideration
Consideration issued	$	32,500
Identified assets, liabilities, and noncontrolling interest
Cash overdraft		(425	)
Accounts payable		(29,500	)
Accrued Expenses		(1,769	)
Total identified assets, liabilities, and noncontrolling interest		(31,694	)
Excess purchase price allocated to goodwill	$	64,194

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RESTATEMENT

6 Months Ended

Jun. 30, 2023

RESTATEMENT

RESTATEMENT

NOTE 10 – RESTATEMENT

Per ASC 250-10 Accounting Changes and Error Corrections, the financial statements as of and for the six months ended June 30, 2023, are being restated to revise the accounting for the acquisition of Fyniti Global Equities EBT Inc. and adjust for debt conversions.

As of June 30, 2023
	As Reported			Adjusted				As Restated
ASSETS
Current Assets:
Cash	$	41,091		$	—			$	41,091
Receivables		300,000			—				300,000
Goodwill		25,031,694			(24,967,500	)	(1)		64,194
Total Assets		25,372,785			(24,967,500	)			405,285
Current Liabilities:
Accounts payable and accrued liabilities	$	107,381		$	(12,499	)	(2)	$	94,882
Accrued compensation		1,206,835			—				1,206,835
Due to related parties		20,625			—				20,625
Convertible notes and accrued interest		1,223,424			(17,500	)	(2)		1,205,924
Derivative liability		685,125			(32,310	)	(2)		652,815
Total Current Liabilities		3,243,390			(62,309	)			3,181,081
Stockholders' Equity (Deficit):
Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized; 989,626 shares issued and outstanding		990			—				990
Series B Preferred stock, $10.00 par value, 4,500,000 shares authorized; 2,500,000 shares issued and outstanding		2,500			24,997,500		(1)		25,000,000
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,162,060,743 shares issued and outstanding		1,062,061			100,000		(2)		1,162,061
Discount for series B Preferred stock		—			(24,967,500	)	(1)		(24,967,500	)
Common stock to be issued		16,900			—				16,900
Additional paid-in capital		37,766,734			(24,964,939	)	(1)		12,801,795
Accumulated deficit		(16,719,790	)		(70,252	)			(16,790,042	)
Total Stockholders' Equity		22,129,395			(25,905,191	)			(2,775,796	)
Total Liabilities and Stockholders' Deficit	$	25,372,785		$	(24,967,500	)		$	405,285

For The Six Months Ended June 30, 2023
	As Reported			Adjusted			As Restated
Operating Expenses:
General and administrative	$	134,850		$	—		$	134,850
Compensation expense – related party		288,400			—			288,400
Total operating expenses		423,250			—			423,250
Loss from operations		(423,250	)		—			(423,250	)
Other income (expense):
Interest expense		(13,426	)		—			(13,426	)
Gain on conversion		—			7,638	(2)		7,638
Loss on conversion		—			(57,500	) (2)		(57,500	)
Change in fair value of derivative		(283,110	)		(20,390	) (2)		(303,500	)
Total Other Expense		(296,536	)		(70,252	)		(366,788	)
Net Loss	$	(719,786	)	$	(70,252	)	$	(790,038	)
Loss per share	$	(0.00	)	$	—		$	(0.00	)
Weighted average common shares outstanding		1,028,336,529			—			1,028,336,529

(1)	Entries for the change of the value for the acquisition of Fyniti.
(2)	Shares issued for conversion of debt not previously accounted for.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 11 — SUBSEQUENT EVENTS

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

On July 10, 2023. Mammoth Corporation converted $18,865 of their note payable into 53,900,000 shares of common stock.

On August 1, 2023, the Company granted JW Price LLC 100,000,000 share of common stock for advisory services related to the acquisition of Fyniti Global Equities LLC. The shares were valued at $0.008 for total non-cash compensation expense of $80,000.

On August 14, 2023, the Company amended its Articles of Incorporation increasing its authorized common shares to 3,000,000,000 (3 Bil).

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SUMMARY OF SIGNIFICANT POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

DESCRIPTION OF BUSINESS AND HISTORY

Basis of presentation

The Company’s unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited financial statements should be read in conjunction with the financial statements and related notes for the year ended December 31, 2022.

Use of estimates

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

Concentrations of Credit Risk

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

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of June 30, 2023 or December 31, 2022.

Basic and Diluted Earnings Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.  Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

Stock-based Compensation

We account for equity-based transactions with employees and non-employees under the provisions of FASB ASC Topic 718, “Compensation – Stock Compensation” (Topic 718), which establishes that equity-based payments to employees and non-employees are recorded at the grant date 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.

Derivative Financial Instruments

The 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.

Fair value of financial instruments

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

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

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

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

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

The following table classifies the Company’s asset measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2023:

Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	652,815
Total	$	—	$	—	$	652,815

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2022:

Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	536,399
Total	$	—	$	—	$	536,399

Recently issued accounting pronouncements

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

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SUMMARY OF SIGNIFICANT POLICIES (Tables)

6 Months Ended

Jun. 30, 2023

DESCRIPTION OF BUSINESS AND HISTORY

Schedule of fair value, assets measured on recurring basis

Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	652,815
Total	$	—	$	—	$	652,815

Schedule of fair value, liabilities measured on recurring basis

Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	536,399
Total	$	—	$	—	$	536,399

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CONVERTIBLE NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2023

CONVERTIBLE NOTES PAYABLE

Schedule of convertible loans

	Date Issued	Maturity Date	Rate	Balance 12/31/2022		Additions		Conversions/ Payments		Balance 6/30/2023		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	n/a	$	42,601	$	—	$	—	$	42,601	$	0.00466
Kanno Group Holdings ll Ltd	1/6/2020	1/6/2021	n/a	$	14,977	$	—	$	—	$	14,977	$	0.00615
Kanno Group Holdings ll Ltd	6/30/2020	6/30/2021	n/a	$	7,732	$	—	$	—	$	7,732	$	0.00615
Kanno Group Holdings ll Ltd	12/31/2020	12/31/2021	n/a	$	9,527	$	—	$	—	$	9,527	$	0.00185
Kanno Group Holdings ll Ltd	3/31/2021	3/31/2022	n/a	$	5,112	$	—	$	—	$	5,112	$	0.00628
Kanno Group Holdings ll Ltd	7/24/2021	7/24/2022	n/a	$	5,406	$	—	$	—	$	5,406	$	0.00603
Kanno Group Holdings ll Ltd	11/1/2021	11/1/2022	n/a	$	2,828	$	—	$	—	$	2,828	$	0.00544
Kanno Group Holdings ll Ltd	12/31/2021	12/31/2022	n/a	$	37,391	$	—	$	—	$	37,391	$	0.00509
Mammoth Corporation	1/12/2022	1/12/2023	n/a	$	268,366	$	—	$	—	$	268,366		(3)
Mammoth Corporation	1/21/2022	1/21/2023		$	115,000	$	—	$	—	$	115,000		(4)
Kanno Group Holdings ll Ltd	3/31/2022	3/31/2023	n/a	$	7,606	$	—	$	—	$	7,606	$	0.00222
Kanno Group Holdings ll Ltd	4/25/2022	4/25/2023	n/a	$	50,000	$	—	$	—	$	50,000	$	0.00206
Kanno Group Holdings ll Ltd	7/12/2022	7/12/2023	n/a	$	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
				$	682,377	$	102,350	$	—	$	784,727
Kanno Group Holdings ll Ltd – accrued interest	n/a	n/a	n/a	$	338,079	$		$	(24,255)	$	313,824		(5)

Schedule of derivative liabilities at fair value

Balance at December 31, 2021	$	2,215,981
Derivative (gain) due to mark to market adjustment		(1,679,582	)
Balance at December 31, 2022	$	536,399
Decrease to derivative due to conversion		(187,085	)
Derivative loss due to mark to market adjustment		303,500
Balance at June 30, 2023	$	652,814

Schedule of defined benefit plan, assumptions

Inputs	June 30, 2023			Initial Valuation
Stock price	$	0.0013		$	0.006 – 0.0115
Conversion price	$	0.0007 - 0.0012		$	0.0016 – 0.0098
Volatility (annual)		152.41	%		163.53% - 214.94%
Risk-free rate		5.439	%		0.39% - 1.55%
Dividend rate		—			—
Years to maturity		0.25			1

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BUSINESS COMBINATIONS (Tables)

6 Months Ended

Jun. 30, 2023

BUSINESS COMBINATIONS

Schedule of recognized identified assets acquired and liabilities assumed

Consideration
Consideration issued	$	32,500
Identified assets, liabilities, and noncontrolling interest
Cash overdraft		(425	)
Accounts payable		(29,500	)
Accrued Expenses		(1,769	)
Total identified assets, liabilities, and noncontrolling interest		(31,694	)
Excess purchase price allocated to goodwill	$	64,194

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RESTATEMENT (Tables)

6 Months Ended

Jun. 30, 2023

RESTATEMENT

Schedule of Accounting Changes and Error Corrections

As of June 30, 2023
	As Reported			Adjusted				As Restated
ASSETS
Current Assets:
Cash	$	41,091		$	—			$	41,091
Receivables		300,000			—				300,000
Goodwill		25,031,694			(24,967,500	)	(1)		64,194
Total Assets		25,372,785			(24,967,500	)			405,285
Current Liabilities:
Accounts payable and accrued liabilities	$	107,381		$	(12,499	)	(2)	$	94,882
Accrued compensation		1,206,835			—				1,206,835
Due to related parties		20,625			—				20,625
Convertible notes and accrued interest		1,223,424			(17,500	)	(2)		1,205,924
Derivative liability		685,125			(32,310	)	(2)		652,815
Total Current Liabilities		3,243,390			(62,309	)			3,181,081
Stockholders' Equity (Deficit):
Series A Preferred stock, $0.001 par value, 1,000,000 shares authorized; 989,626 shares issued and outstanding		990			—				990
Series B Preferred stock, $10.00 par value, 4,500,000 shares authorized; 2,500,000 shares issued and outstanding		2,500			24,997,500		(1)		25,000,000
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,162,060,743 shares issued and outstanding		1,062,061			100,000		(2)		1,162,061
Discount for series B Preferred stock		—			(24,967,500	)	(1)		(24,967,500	)
Common stock to be issued		16,900			—				16,900
Additional paid-in capital		37,766,734			(24,964,939	)	(1)		12,801,795
Accumulated deficit		(16,719,790	)		(70,252	)			(16,790,042	)
Total Stockholders' Equity		22,129,395			(25,905,191	)			(2,775,796	)
Total Liabilities and Stockholders' Deficit	$	25,372,785		$	(24,967,500	)		$	405,285

For The Six Months Ended June 30, 2023
	As Reported			Adjusted			As Restated
Operating Expenses:
General and administrative	$	134,850		$	—		$	134,850
Compensation expense – related party		288,400			—			288,400
Total operating expenses		423,250			—			423,250
Loss from operations		(423,250	)		—			(423,250	)
Other income (expense):
Interest expense		(13,426	)		—			(13,426	)
Gain on conversion		—			7,638	(2)		7,638
Loss on conversion		—			(57,500	) (2)		(57,500	)
Change in fair value of derivative		(283,110	)		(20,390	) (2)		(303,500	)
Total Other Expense		(296,536	)		(70,252	)		(366,788	)
Net Loss	$	(719,786	)	$	(70,252	)	$	(790,038	)
Loss per share	$	(0.00	)	$	—		$	(0.00	)
Weighted average common shares outstanding		1,028,336,529			—			1,028,336,529

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DESCRIPTION OF BUSINESS AND HISTORY (Details Narrative) - Series B Preferred Stock [Member] - $ / shares	1 Months Ended
	Apr. 21, 2023	Jun. 30, 2023	Dec. 31, 2022	Dec. 16, 2021
Preferred stock, par value		$ 10.00	$ 10.00	$ 10.00
Fyniti [Member]
Preferred stock issued for acquisition, shares	2,500,000
Preferred stock, par value	$ 10.00

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SUMMARY OF SIGNIFICANT POLICIES (Details)	Jun. 30, 2023 USD ($)
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Derivative	$ 0
Total	0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Derivative	652,815
Total	652,815
Series B Preferred Stock [Member]
Derivative	$ 0

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SUMMARY OF SIGNIFICANT POLICIES (Details 1) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Derivative	$ 652,814	$ 536,399	$ 2,215,981
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Derivative		0
Total		0
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Derivative		536,399
Total		536,399
Series B Preferred Stock [Member]
Derivative		0
Total		$ 0

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MATERIAL TRANSACTION (Details Narrative)	Dec. 12, 2022
G F L [Member]
Rescission and release agreement	Company entered into a Rescission and Release Agreement with Genesis Financial, Inc (“GFL”), that effectively terminated its Stock Purchase Agreement, that was executed on November 18, 2021. Per the terms of the Agreement GFL agreed to pay a rescission fee of $300,000, $50,000 of which was to be paid within 21 days and the balance within 60 days

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CONVERTIBLE NOTES PAYABLE (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Balance	$ 784,727	$ 682,377
Additions	102,350
Conversions/ Payments	$ 0
Mammoth Corporation [Member]
Date Issued	Jan. 12, 2022
Maturity Date	Jan. 12, 2023
Balance	$ 268,366	268,366
Additions	0
Conversions/ Payments	$ 0
FV Investments One [Member]
Date Issued	Mar. 14, 2017
Maturity Date	Mar. 14, 2018
Rate	12.00%
Balance	$ 15,000	15,000
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.001
Christopher Whitcomb [Member]
Date Issued	Jul. 07, 2016
Maturity Date	Jul. 07, 2017
Rate	18.00%
Balance	$ 2,393	2,393
Additions	0
Conversions/ Payments	$ 0
Christopher Whitcomb One [Member]
Date Issued	Jan. 25, 2017
Maturity Date	Jan. 25, 2018
Rate	18.00%
Balance	$ 29,050	29,050
Additions	0
Conversions/ Payments	$ 0
Christopher Whitcomb Two [Member]
Date Issued	May 30, 2017
Maturity Date	May 30, 2018
Rate	18.00%
Balance	$ 32,640	32,640
Additions	0
Conversions/ Payments	$ 0
Kanno Group Holdingsll Ltd [Member]
Date Issued	Oct. 01, 2019
Maturity Date	Oct. 01, 2020
Balance	$ 42,601	42,601
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00466
Kanno Group Holdingsll Ltd One [Member]
Date Issued	Jan. 06, 2020
Maturity Date	Jan. 06, 2021
Balance	$ 14,977	14,977
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00615
Kanno Group Holdingsll Ltd Two [Member]
Date Issued	Jun. 30, 2020
Maturity Date	Jun. 30, 2021
Balance	$ 7,732	7,732
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00615
Kanno Group Holdingsll Ltd Three [Member]
Date Issued	Dec. 31, 2020
Maturity Date	Dec. 31, 2021
Balance	$ 9,527	9,527
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00185
Kanno Group Holdingsll Ltd Four [Member]
Date Issued	Mar. 31, 2021
Maturity Date	Mar. 31, 2022
Balance	$ 5,112	5,112
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00628
Kanno Group Holdingsll Ltd Five [Member]
Date Issued	Jul. 24, 2021
Maturity Date	Jul. 24, 2022
Balance	$ 5,406	5,406
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00603
Kanno Group Holdingsll Ltd Six [Member]
Date Issued	Nov. 01, 2021
Maturity Date	Nov. 01, 2022
Balance	$ 2,828	2,828
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00544
Kanno Group Holdingsll Ltd Seven [Member]
Date Issued	Dec. 31, 2021
Maturity Date	Dec. 31, 2022
Balance	$ 37,391	37,391
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00509
Mammoth Corporation One [Member]
Date Issued	Jan. 21, 2022
Maturity Date	Jan. 21, 2023
Balance	$ 115,000	115,000
Additions	0
Conversions/ Payments	$ 0
Kanno Group Holdingsll Ltd Eight [Member]
Date Issued	Mar. 31, 2022
Maturity Date	Mar. 31, 2023
Balance	$ 7,606	7,606
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00222
Kanno Group Holdingsll Ltd Nine [Member]
Date Issued	Apr. 25, 2022
Maturity Date	Apr. 25, 2023
Balance	$ 50,000	50,000
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00206
Kanno Group Holdingsll Ltd Ten [Member]
Date Issued	Jul. 12, 2022
Maturity Date	Jul. 12, 2023
Balance	$ 2,388	2,388
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00163
Kanno Group Holdingsll Ltd Eleven [Member]
Date Issued	Nov. 03, 2022
Maturity Date	Nov. 03, 2023
Balance	$ 11,357	11,357
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00167
Kanno Group Holdingsll Ltd Twelve [Member]
Date Issued	Dec. 31, 2022
Maturity Date	Dec. 31, 2023
Balance	$ 6,407	6,407
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.00096
Kanno Group Holdingsll Ltd Thirteen [Member]
Date Issued	Mar. 31, 2023
Maturity Date	Mar. 31, 2024
Balance	$ 13,312	0
Additions	13,312
Conversions/ Payments	$ 0
Conv Term	$ 0.00054
Kanno Group Holdingsll Ltd Fourteen [Member]
Date Issued	Jun. 30, 2023
Maturity Date	Jun. 30, 2024
Balance	$ 89,038	0
Additions	89,038
Conversions/ Payments	$ 0
Conv Term	$ 0.00084
Kanno Group Holdingsll Ltdaccruedinterest [Member]
Balance	$ 313,824	338,079
Additions	0
Conversions/ Payments	$ 0
FV Investments [Member]
Date Issued	May 27, 2016
Maturity Date	May 27, 2017
Rate	12.00%
Balance	$ 16,596	$ 16,596
Additions	0
Conversions/ Payments	$ 0
Conv Term	$ 0.001

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CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
CONVERTIBLE NOTES PAYABLE
Balance at beginning	$ 536,399	$ 2,215,981
Derivative (gain) due to mark to market adjustment	303,500	(1,679,582)
Decrease to derivative due to conversion	(187,085)
Balance at ending	$ 652,814	$ 536,399

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CONVERTIBLE NOTES PAYABLE (Details 2) - Fair Value, Inputs, Level 3 [Member] - $ / shares	3 Months Ended	6 Months Ended
	Mar. 31, 2023	Jun. 30, 2023
Stock price		$ 0.0013
Volatility (annual)		152.41%
Risk-free rate		5.439%
Years to maturity	1 year	3 months
Dividend rate	0.00%	0.00%
Minimum [Member]
Stock price		$ 0.006
Conversion price	$ 0.0016	$ 0.0007
Volatility (annual)		163.53%
Risk-free rate		0.39%
Maximum [Member]
Stock price		$ 0.0115
Conversion price	$ 0.0098	$ 0.0012
Volatility (annual)		214.94%
Risk-free rate		1.55%

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CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Jan. 21, 2022	Jun. 30, 2023	Jan. 12, 2022
Mammoth Corporation [Member]
Initial tranche	$ 110,400
Net of OID and fee	4,600
Principal balance	$ 550,000
Conversion of stock, amount converted		$ 17,500
Conversion of stock, shares converted		50,000,000
Kanno [Member]
Principal balance			$ 399,046
Kanno Group Holdings [Member]
Conversion of stock, amount converted		$ 24,255
Conversion of stock, shares converted		63,000,000

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COMMON STOCK (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended	12 Months Ended
	Jan. 20, 2022	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Common stock to be issued		$ 16,900		$ 16,900	$ 23,500
Transfer Agent [Member]
Shares to be issued					6,750,000
Common stock to be issued					$ 15,000
Common Stock Description [Member]
Shares issued			6,750,000
Stock issued for services		19,318,182	10,456,371		28,158,856
Number of shares Cancelled	3,000,000
Non-cash stock compensation expense		$ 15,000	$ 15,000		$ 105,000
Mammoth Corporation [Member]
Conversion of stock, amount converted				$ 17,500
Number of shares converted				50,000,000
Kanno Group Holdings [Member]
Conversion of stock, amount converted				$ 24,255
Number of shares converted				63,000,000
Spectrum [Member]
Number of shares Cancelled	40,000,000
Christopher Whitcomb [Member]
Conversion of stock, amount converted				$ 12,500
Number of shares converted				50,000,000

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PREFERRED STOCK (Details Narrative) - $ / shares	1 Months Ended		6 Months Ended
	Apr. 21, 2023	Dec. 16, 2021	Jun. 30, 2023	Dec. 31, 2022
Series A Preferred Stock [Member]
Preferred stock designated			1,000,000	1,000,000
Preferred stock, par value			$ 0.001	$ 0.001
Discount rate			20.00%
Share issue price			$ 1.00
Series B Preferred Stock [Member]
Preferred stock designated		4,500,000	4,500,000	4,500,000
Preferred stock, par value		$ 10.00	$ 10.00	$ 10.00
Discount rate		10.00%
Fyniti [Member] | Series B Preferred Stock [Member]
Preferred stock issued for acquisition, shares	2,500,000
Preferred stock, par value	$ 10.00

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended	12 Months Ended
	Jan. 18, 2022	Jun. 30, 2023	Dec. 31, 2022
Accrued compensation		$ 1,206,835	$ 926,835
J W Price L L [Member]
Stock issued for services	100,000,000
Share Price	$ 0.0135
Non-cash compensation expense	$ 1,350,000
Rony Hughes [Member]
Stock issued for services	75,000,000
Share Price	$ 0.0135
Non-cash compensation expense	$ 1,012,500
Ronald Hughes [Member]
Non-cash compensation expense		3,850	$ 23,600
Compensation payable		17,500
Increase in compensation amount		$ 20,000
Discount rate		10.00%
Stock issued for consulting fee		3,000,000	6,000,000
Accrued compensation		$ 341,000	$ 221,000
Additional Accrued compensation		56,000
Due for cash advances		11,810
Erik Blum [Member]
Non-cash compensation expense		4,550	$ 27,875
Compensation payable		20,000
Increase in compensation amount		$ 25,000
Discount rate		10.00%
Stock issued for consulting fee		3,000,000	6,000,000
Accrued compensation		$ 448,960	$ 288,960

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BUSINESS COMBINATIONS (Details) - USD ($)	Jun. 30, 2023	Apr. 21, 2023	Dec. 31, 2022
Excess purchase price allocated to goodwill	$ 64,194		$ 0
Fyniti [Member]
Consideration issued		$ 32,500
Cash overdraft		(425)
Accounts payable		(29,500)
Accrued Expenses		(1,769)
Total identified assets, liabilities, and noncontrolling interest		(31,694)
Excess purchase price allocated to goodwill		$ 64,194

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BUSINESS COMBINATIONS (Details Narrative) - USD ($)	1 Months Ended	2 Months Ended
	Apr. 21, 2023	Jun. 30, 2023	Dec. 31, 2022	Dec. 16, 2021
Series B Preferred Stock [Member]
Preferred stock, par value		$ 10.00	$ 10.00	$ 10.00
Fyniti [Member]
Acquisition cost		$ 23,144
Fyniti [Member] | Series B Preferred Stock [Member]
Preferred stock, par value	$ 10.00
Preferred stock issued for acquisition, shares	2,500,000
Trading price of common stock	$ 0.0013

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RESTATEMENT (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 41,091		$ 2,350
Receivable	300,000		300,000
Goodwill	64,194		0
Total Assets	405,285		308,350
Current Liabilities:
Accounts payable and accrued liabilities	94,882		30,044
Accrued compensation	1,206,835		926,835
Due to related parties	20,625		15,625
Convertible notes and accrued interest	1,205,924		1,154,805
Derivative liability	652,815		536,399
Total Current Liabilities	3,181,081		2,663,708
Shareholders' Deficit:
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,315,960,743 and 962,535,830 shares issued and outstanding, respectively	1,162,061		962,536
Common stock to be issued	16,900		23,500
Discount for series B Preferred stock	(24,967,500)
Additional paid-in capital	12,801,795		12,657,620
Accumulated deficit	(16,790,042)		(16,000,004)
Total Liabilities and Stockholders' Deficit	405,285		308,350
Total Stockholders' Deficit	(2,775,796)	$ (2,615,715)	(2,355,358)	$ (2,919,540)	$ (2,447,919)	$ (3,775,078)
Total Assets	(405,285)		(308,350)
Accounts payable and accrued liabilities	(94,882)		(30,044)
Convertible notes and accrued interest	(1,205,924)		(1,154,805)
Total Current Liabilities	(3,181,081)		(2,663,708)
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,315,960,743 and 962,535,830 shares issued and outstanding, respectively	(1,162,061)		(962,536)
Total Liabilities and Stockholders' Deficit	(405,285)		(308,350)
As Reported [Member]
Current Assets:
Cash	41,091
Receivable	300,000
Goodwill	25,031,694
Total Assets	25,372,785
Current Liabilities:
Accounts payable and accrued liabilities	107,381
Accrued compensation	1,206,835
Due to related parties	20,625
Convertible notes and accrued interest	1,223,424
Derivative liability	685,125
Total Current Liabilities	3,243,390
Shareholders' Deficit:
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,315,960,743 and 962,535,830 shares issued and outstanding, respectively	1,062,061
Common stock to be issued	16,900
Discount for series B Preferred stock	0
Additional paid-in capital	37,766,734
Accumulated deficit	(16,719,790)
Total Liabilities and Stockholders' Deficit	25,372,785
Total Stockholders' Deficit	22,129,395
Total Assets	(25,372,785)
Accounts payable and accrued liabilities	(107,381)
Convertible notes and accrued interest	(1,223,424)
Total Current Liabilities	(3,243,390)
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,315,960,743 and 962,535,830 shares issued and outstanding, respectively	(1,062,061)
Total Liabilities and Stockholders' Deficit	(25,372,785)
Adjusted [Member]
Current Assets:
Cash	0
Receivable	0
Goodwill	(24,967,500)
Total Assets	24,967,500
Current Liabilities:
Accounts payable and accrued liabilities	12,499
Accrued compensation	0
Due to related parties	0
Convertible notes and accrued interest	17,500
Derivative liability	(32,310)
Total Current Liabilities	62,309
Shareholders' Deficit:
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,315,960,743 and 962,535,830 shares issued and outstanding, respectively	100,000
Common stock to be issued	0
Discount for series B Preferred stock	(24,967,500)
Additional paid-in capital	24,964,939
Accumulated deficit	(70,252)
Total Liabilities and Stockholders' Deficit	24,967,500
Total Stockholders' Deficit	(25,905,191)
Total Assets	(24,967,500)
Accounts payable and accrued liabilities	(12,499)
Convertible notes and accrued interest	(17,500)
Total Current Liabilities	(62,309)
Common stock $0.001 par value, 3,000,000,000 shares authorized; 1,315,960,743 and 962,535,830 shares issued and outstanding, respectively	(100,000)
Total Liabilities and Stockholders' Deficit	(24,967,500)
Series A Preferred Stock [Member]
Shareholders' Deficit:
Preferred stock, value	990		990
Series A Preferred Stock [Member] | As Reported [Member]
Shareholders' Deficit:
Preferred stock, value	990
Series A Preferred Stock [Member] | Adjusted [Member]
Shareholders' Deficit:
Preferred stock, value	0
Series B Preferred Stock [Member]
Shareholders' Deficit:
Preferred stock, value	25,000,000		$ 0
Series B Preferred Stock [Member] | As Reported [Member]
Shareholders' Deficit:
Preferred stock, value	2,500
Series B Preferred Stock [Member] | Adjusted [Member]
Shareholders' Deficit:
Preferred stock, value	$ 24,997,500

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RESTATEMENT (Details 1) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating Expenses:
General and administrative	$ 92,575		$ 51,665		$ 134,850	$ 160,107
Compensation expense - related party	144,050		145,675		288,400	2,668,475
Total operating expenses	236,625		197,340		423,250	2,828,582
Loss from operations	(236,625)		(197,340)		(423,250)	(2,828,582)
Other income (expense):
Interest expense	(5,470)		(16,899)		(13,426)	(39,840)
Gain on conversion	7,638		0		7,638	0
Loss on conversion	(57,500)		0		(57,500)	0
Change in fair value of derivative	(67,174)		(293,457)		(303,500)	1,141,945
Total Other Expense	(122,506)		(310,356)		(366,788)	1,102,105
Net loss	$ (359,131)	$ (430,907)	$ (507,696)	$ (1,218,781)	$ (790,038)	$ (1,726,477)
Earnings Per Share, Basic					$ (0.00)
Weighted average common shares outstanding					1,028,336,529
As Reported [Member]
Operating Expenses:
General and administrative					$ 134,850
Compensation expense - related party					288,400
Total operating expenses					423,250
Loss from operations					(423,250)
Other income (expense):
Interest expense					(13,426)
Gain on conversion					0
Loss on conversion					0
Change in fair value of derivative					(283,110)
Total Other Expense					(296,536)
Net loss					$ (719,786)
Earnings Per Share, Basic					$ (0.00)
Weighted average common shares outstanding					1,028,336,529
Adjusted [Member]
Operating Expenses:
General and administrative					$ 0
Compensation expense - related party					0
Total operating expenses					0
Loss from operations					0
Other income (expense):
Interest expense					0
Gain on conversion					7,638
Loss on conversion					(57,500)
Change in fair value of derivative					(20,390)
Total Other Expense					(70,252)
Net loss					$ (70,252)
Earnings Per Share, Basic					$ 0
Weighted average common shares outstanding					0

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)			6 Months Ended
	Aug. 01, 2023	Jul. 10, 2023	Jun. 30, 2023	Aug. 14, 2023	Dec. 31, 2022
Common stock share authorized			3,000,000,000		3,000,000,000
Mammoth Corporation [Member]
Converted amount of note payable			$ 17,500
Converted amount of note payable to number of common stock			50,000,000
Mammoth Corporation [Member] | Subsequent Event [Member]
Converted amount of note payable		$ 18,865
Converted amount of note payable to number of common stock		53,900,000
Common stock share granted	100,000,000
Value of per share	$ 0.008
Non-cash compensation expense	$ 80,000
Common stock share authorized				3,000,000,000