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03/19/23 2:19 PM

#18547 RE: DTGoody #18530

The primary advantage in SMC $SMCE purchasing who we think may be S&L CAPITAL MARKETS or some other broker dealer. Broker Dealer, instead of starting a new Broker Dealer is that with proper deal structuring and diligence, the amount of time required is greatly reduced. You could be up and running very quickly, conducting business with little delay. While adding additional business lines will take some time, with the right planning, you can be up and running within the same month.
https://cxgllc.com/service/buy-a-broker-dealer/

SMC Signs Letter of Intent to Acquire Stake in a SEC Registered and FINRA Regulated Broker Dealer
https://www.otcmarkets.com/stock/SMCE/news/SMC-Signs-Letter-of-Intent-to-Acquire-Stake-in-a-SEC-Registered-and-FINRA-Regulated-Broker-Dealer?id=391427

ACCESSWIRE / February 28, 2023 / SMC Entertainment, Inc. ("SMC" or the "Company") (OTC PINK:SMCE), an incubator company focused on acquisition and support of commercialized financial services and technology (Fintech) companies, is pleased to announce that it has signed a Letter of Intent ("LOI") to acquire a minority stake in a SEC registered and FINRA regulated broker dealer ("Broker Dealer") for equity pending FINRA approval;.
The acquisition and execution of the definitive agreement for the Broker Dealer, based in Texas, is anticipated to close after completion of due diligence by both parties and approval from regulatory agencies including FINRA.

Adding a Broker Dealer to our portfolio of companies at this juncture was paramount, as this will enable us to execute on Fyniti's platform and facilitate the cross-product pollination into Fyniti's products and services," stated Erik Blum, SMC's CEO. "We look forward to many more accretive acquisitions as we continue laying the foundation for SMC to become a premium boutique Fintech provider; to the benefit of our shareholders.

It is common knowledge that transactions in the securities industry are highly regulated. Whether you want to deal in private or public securities, registering as a broker-dealer is the only legal way to do so. However, registering with FINRA as a new broker-dealer is a time-consuming process, even when you know what you’re doing. Usually, it can take six months or longer to get a new broker-dealer approved by regulators, which in many cases, means losing out on business opportunities. To save time and avoid the stress, many people opt to purchase a shell broker-dealer instead of going through the New Member registration process. So, what exactly is a shell broker-dealer?
Demystifying Shell Broker-Dealers
A shell broker-dealer is basically an inactive broker-dealer that has little or no production and accounts. You may ask why a broker-dealer exists if it is not conducting any business. Well, there can be several reasons, but generally speaking, plans or business opportunities for owners of these firms simply change. In those cases, even though the registration of the broker-dealer has been completed, the firm never sees the light of the day as an enterprise. It remains a ‘shell’.
Why Buy A Shell Broker-Dealer?
The answer is simple – it saves time. If done correctly, buying a broker-dealer can have new owners up and running in about 45 days. When registering as a new broker-dealer, owners cannot conduct any business until FINRA’s review process is complete; this can take many months. But when purchasing a ‘shell’, new owners can conduct business under the broker-dealer’s already approved license(s) while their application is going through this process.
FINRA Rule 1017 – File Change of Ownership
Once the diligence process is completed and everything seems perfect, one can proceed to inform FINRA about the change in ownership that is taking place. Pursuant to membership rule 1017, FINRA must be informed at least 30 days in advance of consummating the deal by filing a notice letter. Once the 30 days has passed (provided FINRA has not provided notice of rejecting the proposed transaction), the transaction can close and one can start doing business using the shell broker-dealer that has been purchased. However, please keep in mind that FINRA can take a few months to fully approve the transaction.

The total SMC purchase price of stake in SEC registered and FINRA regulated broker dealer was not disclosed and is subject to the filing of Form 1017.