Investor Relations

Ron Taylor

415-926-4061

Musical Roots, SMC Recordings CA

SMC Recordings CA was incorporated in July of 2002, and quickly established itself as home to independent music and artists, with an early focus being on Rap and Hip Hop artists. Based in San Francisco, CA, SMCE Recordings CA’s established a unique philosophy of artist development, similar to the old United Artists Corporation, founded by Charlie Chaplin, Mary Pickford, Douglas Fairbanks and DW Griffith in 1919. Like United Artists, SMCE provides a platform for artists to better control their own work, and build their enterprises. From its inception SMCE has sought to partner with its artists, rather than own or control them. As such, SMCE’s artists’ maintain complete artistic control, as well as the ultimate ownership, of their work in a more creative environment.

SMCE made a conscious decision to structure itself in this manner. SMCE saw that artists were becoming less dependent on the traditional artist/record label relationship, and were more focused on developing their own record labels and brands. For the past 8-years SMCE has, in addition to distributing musical content, provided its artists the support and expertise needed to successfully accomplish this, while developing the infrastructure and expertise to provide these services. In doing so, SMCE has expanded the services it provides its artists, while creating additional revenue streams for the Company generated from these services, and become more integrated in their artists artistic and financial business.

This partnership provided other benefits to SMCE. First, it served as a major draw in both attracting and maintaining artists to SMCE. Moreover, it reduced the financial risk SMCE had to take, especially with more established artists, in signing and maintaining them. In effect the artists bear more of their own development and production costs, while SMCE becomes more of a service provider. The fact that SMCE provides and has integrated all necessary support services needed by its artists, and can offer major distribution through Fontana, distinguishes SMCE from other companys, which typically can only offer one aspect of what an artist needs to succeed. The Company believes that this shall also result in it attracting and retaining more musical talent, and the resulting musical content.

From the Audit Report

Organization and Description of Business

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. Over the course of its history, Professional Recovery Systems, Ltd. underwent additional name changes until being named Action Energy Corp. (“Action Energy”) on April 2, 2009.

On May 1, 2009, Action Energy entered into an Agreement and Plan of Reorganization (the “Agreement”) with SMC Recordings, Inc., a California Corporation (“SMC Recordings CA”). According to the Agreement, SMC recordings CA merged with and into Action Energy, with Action Energy being the surviving corporation. The effective date of the merger was June 1, 2009.

For accounting purposes, the acquisition has been treated as recapitalization of SMC Recordings CA with SMC Recordings CA as the acquirer (reverse merger). SMC Recordings CA was treated as the acquirer for accounting purposes because after the acquisition the shareholders of SMC Recordings CA controlled Action Energy and the officers and directors of SMC Recordings CA assumed the same positions at Action Energy; Action Energy is the surviving entity for legal purposes. The historical financial statements prior to May 31, 2009 are those of SMC Recordings CA.

On July 7, 2009, Action Energy amended its articles of incorporation and changed its name to SMC Recordings, Inc.

On February 28, 2011the Board of Directors approved a reverse split of its common stock at a ratio of 1 for 50, with a planned effective date of May 6, 2011.

On February 28, 2011, the Board of Directors approved changes to the articles of incorporation. The approved changes were to Article I change of Company name to SMC Entertainment, Inc. On May 6, 2011, SMC Recordings, Inc. amended its articles of incorporation and changed its name to SMC Entertainment, Inc.

Established in July of 2002, SMC Recordings CA is home to independent music and artists. Based in San Francisco, CA, SMC Recordings CA’s prized accomplishment is its unique philosophy of artist development, where artists are encouraged to participate as a partner with the label from the inception of their career to developing and elevating their careers over time. This innovative structure has garnered industry veterans to join the company and aid in its growth. The Company’s music is distributed by Fontana Distribution, LLC (“Fontana”); the indie music distribution subsidiary of Universal Music Group Distribution, Corp. (“UMG”), and a wholly owned subsidiary of Vivendi.