SMGI / SMG Industries Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

SMG Industries Inc.
US ˙ OTCPK

Mga Batayang Estadistika
CIK 1426506
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to SMG Industries Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
March 29, 2024 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under SectionS 13 and 15(d) of the Securities Exchange Act of 1934 Commission File Number: 000-54391 SMG INDUSTRIES INC. (Exact name of registrant as specified in its

March 22, 2024 POS AM

As filed with the Securities and Exchange Commission on March 22, 2024

As filed with the Securities and Exchange Commission on March 22, 2024 Registration No.

March 22, 2024 POS AM

As filed with the Securities and Exchange Commission on March 22, 2024

As filed with the Securities and Exchange Commission on March 22, 2024 Registration No.

March 22, 2024 POS AM

As filed with the Securities and Exchange Commission on March 22, 2024

As filed with the Securities and Exchange Commission on March 22, 2024 Registration No.

March 8, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission (IRS Employer o

March 8, 2024 EX-99.1

SMG Industries Inc. Announces Voluntary SEC Deregistration

Exhibit 99.1 SMG Industries Inc. Announces Voluntary SEC Deregistration HOUSTON, TX, March 8, 2024 (GLOBE NEWSWIRE) – via NewMediaWire – SMG Industries Inc. (“SMG” or the “Company”) (OTCQB: SMGI), a growth-oriented transportation services company specializing in the full-service logistics market, today announced its strategic decision to voluntarily deregister its common stock under the Securities

November 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

October 2, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission (IRS Employer

October 2, 2023 EX-99.1

SMG Industries Inc. Releases Financial Information Recently Filed in a Current Report on Form 8-K and Stockholder Update

Exhibit 99.1 SMG Industries Inc. Releases Financial Information Recently Filed in a Current Report on Form 8-K and Stockholder Update HOUSTON, TX, Oct. 02, 2023 (GLOBE NEWSWIRE) - via NewMediaWire - SMG Industries Inc. (“SMG” or the “Company”) (OTCQB: SMGI), a growth-oriented transportation services company specializing in the full-service logistics market, today reported its pro forma financial r

September 15, 2023 EX-99.2

INDEPENDENT ACCOUNTANT’S REVIEW REPORT

Exhibit 99.2 BARNHART TRANSPORTATION, LLC AND AFFILLIATES North East, Pennsylvania Combined Financial Statements As of June 30, 2023 and December 31, 2022 and for the six-month periods ended June 30, 2023 and 2022 and Independent Accountant's Review Report Thereon CONTENTS PAGE INDEPENDENT ACCOUNTANT'S REVIEW REPORT 1 COMBINED FINANCIAL STATEMENTS Balance Sheets, June 30, 2023 and December 31, 202

September 15, 2023 EX-99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On July 7, 2023, SMG Industries Inc. (“we”, “our”, the “Company” or “SMG”) acquired (the “Acquisition”) all of the membership interests of: (i) Barnhart Fleet Maintenance, LLC, a Pennsylvania limited liability company (“Fleet”), (ii) Barnhart Transportation, LLC, a Pennsylvania limited liability company (“Transportation”), (iii) Lake

September 15, 2023 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2023 (July 6, 2023) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Comm

September 15, 2023 EX-99.1

BARNHART TRANSPORTATION, LLC AND AFFILLIATES North East, Pennsylvania Combined Financial Statements For the years ended December 31, 2022 and 2021 and Independent Auditor’s Report Thereon

Exhibit 99.1 BARNHART TRANSPORTATION, LLC AND AFFILLIATES North East, Pennsylvania Combined Financial Statements For the years ended December 31, 2022 and 2021 and Independent Auditor’s Report Thereon CONTENTS PAGE INDEPENDENT AUDITOR'S REPORT 1 COMBINED FINANCIAL STATEMENTS 3 Balance Sheets, December 31, 2022 and 2021 3 Statements for the years ended December 31, 2022 and 2021 4 Income and Member

September 5, 2023 SC 13D/A

SMGI / SMG Industries Inc / Frye James E. Jr. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* SMG Industries Inc. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 78454K102 (CUSIP Number) James E. Frye 4090 N. Hwy US 79 Palestine, TX 75801 903.723.0253 (Name, Address and Telephone Number of Person Authorized to Receiv

September 1, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 SMG INDUS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission (IRS Employer

August 31, 2023 SC 13D

SMGI / SMG Industries Inc / Barnhart Bryan S - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SMG Industries Inc. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 78454K102 (CUSIP Number) Bryan S. Barnhart 20475 State Hwy 249, Suite 450 Houston, TX 77070 713.955.3497 (Name, Address and Telephone Number of Person Author

August 31, 2023 EX-99.2

Joint Filing Agreement, dated August 31, 2023, by and between Timothy W. Barnhart and the Timothy W. Barnhart 2017 Irrevocable Trust.

EX-99.2 2 tm2325198d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to certain shares of the common stock of SMG Industries Inc. and further agree that this

August 31, 2023 SC 13D

SMGI / SMG Industries Inc / Barnhart Timothy W - SC 13D Activist Investment

SC 13D 1 tm2325198d1sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SMG Industries Inc. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 78454K102 (CUSIP Number) Timothy W. Barnhart 20475 State Hwy 249, Suite 450 Houston, TX 77070 713.955.3497 (Name, Addres

August 30, 2023 EX-16.1

Letter from MaloneBailey, LLP, dated August 29, 2023.

Exhibit 16.1 August 29, 2023 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 We have read the statements under Item 4.01 of the Current Report on Form 8-K of SMG Industries Inc. to be filed with the Securities and Exchange Commission on or about August 29, 2023. We agree with all statements pertaining to us. We have no basis on which to agree or disagree with the ot

August 30, 2023 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2023 SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission (IRS Employer

August 17, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2023 SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission (IRS Employer

August 17, 2023 EX-99.1

SMG INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 SMG Industries Inc. Reports Record Revenues of $21.8 Million for the Second Quarter 2023 (Excludes Contribution from the Barnhart Acquisition Completed July 2023) HOUSTON, TX, Aug. 17, 2023 (GLOBE NEWSWIRE) - via NewMediaWire – SMG Industries Inc. (“SMG” or the “Company”) (OTCQB: SMGI), a growth-oriented transportation services company specializing in the full-service logistics market

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents 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 from to Commission File Number 000

July 12, 2023 EX-10.1

Securities Purchase Agreement, by and among SMG Industries Inc. and the Investors party thereto, dated July 7, 2023

Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the 7th day of July, 2023, by and among SMG Industries Inc., a Delaware corporation, with an address at 20475 State Hwy 249, Suite 450, Houston, Texas 77070 (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively

July 12, 2023 EX-3.1

Certificate of Amendment of the Certificate of Incorporation of SMG Industries Inc., dated July 6, 2023

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF SMG INDUSTRIES INC. SMG Industries Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY: 1. The name of the corporation (hereinafter called the “Corporation”) is SMG Industries Inc. 2. The Amended and Restated Certificate of Incorporation of

July 12, 2023 EX-10.2

Form of Notice to Convert Promissory Note(s)

Exhibit 10.2 NOTICE TO CONVERT PROMISSORY NOTE(S) The undersigned hereby agree to convert all of the outstanding principal and accrued and unpaid interest on the following promissory note(s) held by the undersigned holder into shares of SMG Industries Inc.’s (the “Company”) common stock at the indicated conversion price(s) per share (the “Conversion”), effective on the closing date (the “Closing D

July 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 SMG INDUSTRI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission (IRS Employer of

July 12, 2023 EX-10.6

Employment Agreement, dated July 7, 2023, by and between SMG Industries Inc. and Bryan S. Barnhart

Exhibit 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is made as of this 7th day of July, 2023 (the “Effective Date”) by and between SMG Industries Inc., a Delaware corporation, (hereinafter referred to as “Company”) and Bryan S. Barnhart an individual (hereinafter referred to as “Employee”), each of Company and Employee may be referred to herein individually as a “Party” and c

July 12, 2023 EX-2.1

Transaction Agreement, by and among Barnhart Fleet Maintenance, LLC, Barnhart Transportation, LLC, Lake Shore Global Solutions LLC, Lake Shore Logistics, LLC, Legend Equipment Leasing, LLC, Route 20 Tank Wash LLC, Legend Holding RO, Inc., and Bryan S. Barnhart, Timothy W. Barnhart, Timothy W. Barnhart, as Trustee of the Timothy W. Barnhart 2017 Irrevocable Trust, Timothy W. Barnhart, in his capacity as Sellers’ Representative, SMG Industries Inc. and Skyline Merger Sub, Inc., dated July 7, 2023 (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on July 12, 2023).

Exhibit 2.1 Execution Version TRANSACTION AGREEMENT by and among Barnhart Fleet Maintenance, LLC, Barnhart Transportation, LLC, Lake Shore Global Solutions LLC, Lake Shore Logistics, LLC, Legend Equipment Leasing, LLC, Route 20 Tank Wash LLC, Legend Holding RO, Inc., and Bryan S. Barnhart, Timothy W. Barnhart, Timothy W. Barnhart, as Trustee of the Timothy W. Barnhart 2017 Irrevocable Trust, and T

July 12, 2023 EX-10.7

Employment Agreement, dated July 7, 2023, by and between SMG Industries Inc. and Timothy W. Barnhart

Exhibit 10.7 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (“Agreement”) is made as of this 7th day of July, 2023 (the “Effective Date”) by and between SMG Industries Inc., a Delaware corporation, (hereinafter referred to as “Company”) and Timothy W. Barnhart an individual (hereinafter referred to as “Employee”), each of Company and Employee may be referred to herein individually as a “Party” and

July 12, 2023 EX-10.3

Credit Agreement (Term Loan), dated July 7, 2023, by and among SMG Industries, Inc., 5J Trucking, LLC, 5J Oilfield Services, LLC, 5J Specialized LLC, 5J Transportation LLC, 5J Logistics Services LLC, and 5J Driveaway LLC

Exhibit 10.3 EXECUTION VERSION CREDIT AGREEMENT dated as of July 7, 2023 among SMG Industries Inc., 5J Trucking, LLC, 5J Oilfield Services, LLC, 5J Specialized LLC, 5J Transportation LLC, 5J Logistics Services LLC, 5J DRIVEAWAY LLC, and, upon the consummation of the Closing Date Transactions, Barnhart Transportation, LLC, Legend Equipment Leasing, LLC Barnhart Fleet Maintenance, LLC, Route 20 Tank

July 12, 2023 EX-10.5

Intercreditor Agreement, dated July 7, 2023, by and among JPMorgan Chase Bank, N.A., Great Rock Capital Partners Management, LLC, and the Loan Parties thereto

Exhibit 10.5 Execution Version INTERCREDITOR AGREEMENT This Intercreditor Agreement (as amended, restated or otherwise modified from time to time, this “Agreement”), dated as of July 7, 2023, is entered into by and among JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “ABL Representative”) for the AB

July 12, 2023 EX-3.2

Certificate of Designation of Preferences, Rights and Limitations of 5% Series C Convertible Preferred Stock, dated July 6, 2023

Exhibit 3.2 SMG INDUSTRIES INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 5% SERIES C CONVERTIBLE PREFERRED STOCK The undersigned officer of SMG Industries Inc., a corporation organized and existing under the General Corporation Law of Delaware (the “Corporation”), does hereby certify: That, pursuant to the authority conferred upon the Board of Directors of the Corporati

July 12, 2023 EX-99.1

SMGI Announces Successful Recapitalization and Acquisition of Barnhart Transportation, a Leading Logistics Services Provider Based in Pennsylvania

Exhibit 99.1 FOR IMMEDIATE RELEASE SMGI Announces Successful Recapitalization and Acquisition of Barnhart Transportation, a Leading Logistics Services Provider Based in Pennsylvania Houston, Texas, – July 10, 2023 – SMG Industries Inc. (“SMGI” or the “Company”) (OTCQB: SMGI), a growth-oriented transportation services company focused on the domestic infrastructure logistics market, is pleased to an

July 12, 2023 EX-10.4

Credit Agreement (ABL), dated July 7, 2023, by and among SMG Industries, Inc., 5J Trucking, LLC, 5J Oilfield Services, LLC, 5J Specialized LLC, 5J Transportation LLC, 5J Logistics Services LLC, and 5J Driveaway LLC

Exhibit 10.4 Execution Version CREDIT AGREEMENT dated as of July 7, 2023 among SMG Industries Inc., 5J DRIVEAWAY LLC 5J Logistics Services LLC, 5J Oilfield Services, LLC, 5J Specialized LLC, 5J Transportation LLC, 5J Trucking, LLC, and, upon consummation of the Barnhart Acquisition, Barnhart Transportation, LLC, Barnhart Fleet Maintenance, LLC, Lake Shore Global Solutions LLC, Lake Shore Logistics

June 15, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission (IRS Employer o

June 15, 2023 EX-99.1

INFORMATION STATEMENT SMG Industries Inc. June 16, 2023

Exhibit 99.1 INFORMATION STATEMENT SMG Industries Inc. June 16, 2023 INFORMATION STATEMENT SMG Industries Inc. This Information Statement is being furnished by SMG Industries Inc., a Delaware corporation (the “Company”), to holders of the Company’s issued and outstanding common stock (the “Stockholders”), in connection with the Company’s request that a majority of Stockholders of record as of the

June 8, 2023 EX-99.1

Debt Conversion Presentation JUNE 08, 2023

Exhibit 99.1 Debt Conversion Presentation JUNE 08, 2023 Legal Disclaimer Forward - Looking Statements This presentation includes certain estimates, projections and forward - looking statements provided by SMG Industries Inc . , (the “Company”) with respect to the anticipated future performance of the Company . Such estimates, projections, and forward - looking statements reflect various assumption

June 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 SMG INDUSTRI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission (IRS Employer of

June 2, 2023 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement SMG INDUSTRIES INC. (Name of Registr

May 23, 2023 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement SMG INDUSTRIES INC. (Name of Registr

May 19, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 (May 17, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 (May 17, 2023) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission (

May 19, 2023 EX-99.1

SMG INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 SMG Industries, Inc. Reports Record First Quarter 2023 Revenue Results of $20.86 Million, a 29% Increase Over Q1 2022, and Positive Adjusted EBITDA HOUSTON, TX, May 17, 2023 (GLOBE NEWSWIRE) - via NewMediaWire – SMG Industries, Inc. (“SMG” or the "Company") (OTCQB: SMGI), a growth-oriented transportation services company focused on the domestic infrastructure logistics market, today a

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG

April 18, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2023 SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission (IRS Employer

April 18, 2023 EX-99.1

SMG Industries, Inc.

EXHIBIT 99.1 SMG Industries, Inc. SMG Reports Record Revenues of $71 Million for Fiscal Year ended December 31, 2022, an Increase of 36% From 2021 Revenues, and a 2022 Positive Adjusted EBITDA of $4.8 Million HOUSTON, TX, April 18, 2023 (GLOBE NEWSWIRE) - via NewMediaWire – SMG Industries, Inc. (“SMG” or the "Company") (OTCQB:SMGI), a growth-oriented transportation services company focused on the

April 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG

March 31, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-54391 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form

January 31, 2023 EX-99.1

SMG Industries, Inc. Announces Preliminary Unaudited Revenue Results for the Year 2022 SMG Reports Preliminary Unaudited Revenues of Approximately $70.95 million for the Fiscal Year ended December 31, 2022, an Increase of Approximately 36% From 2021

Exhibit 99.1 SMG Industries, Inc. Announces Preliminary Unaudited Revenue Results for the Year 2022 SMG Reports Preliminary Unaudited Revenues of Approximately $70.95 million for the Fiscal Year ended December 31, 2022, an Increase of Approximately 36% From 2021 HOUSTON, TX. January 23, 2023 - SMG Industries, Inc. (“SMG” or the "Company") (OTCQB:SMGI), a growth-oriented transportation services com

January 31, 2023 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):January 30, 2023 (January 23, 2023) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commi

November 16, 2022 EX-99.1

SMG Industries, Inc. Reports Record Revenues of $19.3 Million for the Third Quarter and Significantly Expanding EBITDTA and $53.5 Million for the Nine Months Ended September 30, 2022 with Year to Date 2022 Revenues Up 55% from the Comparable Period i

Exhibit 99.1 SMG Industries, Inc. Reports Record Revenues of $19.3 Million for the Third Quarter and Significantly Expanding EBITDTA and $53.5 Million for the Nine Months Ended September 30, 2022 with Year to Date 2022 Revenues Up 55% from the Comparable Period in 2021 HOUSTON, TX November 15, 2022 ? SMG Industries, Inc. (the ?Company?) (OTCQB:SMGI), a growth-oriented transportation services compa

November 16, 2022 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2022 (November 15, 2022) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Co

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391

August 19, 2022 EX-99.1

SMG Industries, Inc. Reports $18.07 Million in Revenue for the Second Quarter and $34.2 Million for the Six-Months Ended June 30, 2022 Fiscal year 2022 Six Month revenues up 73% from the comparable year ago period

Exhibit 99.1 SMG Industries, Inc. Reports $18.07 Million in Revenue for the Second Quarter and $34.2 Million for the Six-Months Ended June 30, 2022 Fiscal year 2022 Six Month revenues up 73% from the comparable year ago period HOUSTON, TX August 17, 2022 ? SMG Industries, Inc. (the ?Company?) (OTCQB:SMGI), a growth-oriented transportation services company focused on the domestic infrastructure log

August 19, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2022 (August 17, 2022) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commis

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 15, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) ? ? ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2021 ? OR ? ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ? Commission File Number 000-54391 SMG IN

April 1, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-54391 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ??Form 20-F? ??Form 11-K ? Form 10-Q ??Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2021 ??Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ??Transition Report on For

March 21, 2022 EX-10.25

Amendment Number One to That Certain Loan Agreement dated September 7, 2021 entered into by and between AMERISOURCE FUNDING INC., a Texas corporation (“Lender”) and 5J TRUCKING, LLC, a Texas limited liability company, and 5J OILFIELD SERVICES, LLC, a Texas limited liability company, and 5J SPECIALIZED LLC, a Texas limited liability company, and 5J TRANSPORTATION, LLC, a Texas limited liability company, and 5J Logistics, LLC, a Texas limited liability company dated March 15, 2022.

Exhibit 10.25 AMENDMENT NUMBER ONE TO THAT CERTAIN LOAN AGREEMENT DATED SEPTEMBER 7, 2021 THIS FIRST AMENDMENT TO THAT CERTAIN LOAN AGREEMENT (the ?Amendment?) between AMERISOURCE FUNDING INC., a Texas corporation (?Lender?) and 5J TRUCKING, LLC, a Texas limited liability company, and 5J OILFIELD SERVICES, LLC, a Texas limited liability company, and 5J SPECIALIZED LLC, a Texas limited liability co

March 21, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2022 ( March 15, 2022) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commiss

November 23, 2021 SC 13D

SMGI / SMG Industries Inc / Frye James E. Jr. - SC 13D Activist Investment

SC 13D 1 tm2133665d2sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SMG Industries Inc. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 78454K102 (CUSIP Number) James E. Frye 4090 N. Hwy US 79 Palestine, TX 75801 903.723.0253 (Name, Address and Telephone N

November 18, 2021 SC 13D

SMGI / SMG Industries Inc / Madden Steven H - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SMG Industries Inc. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 78454K102 (CUSIP Number) Steven H. Madden 9821 Katy Freeway #880 Houston, Texas 77024 713.460.3700 (Name, Address and Telephone Number of Person Authorized t

November 18, 2021 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm2132547d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D originally filed on November 18, 2021 (including amendments thereto) with respect to the securities of SMG Industrie

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 12, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2021 ( November 8, 2021) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Co

November 5, 2021 EX-99.1

SMG Industries, Inc. Announces a $12.7 Million Refinance of its Senior Secured Term Loan Company estimates savings on interest and principal payments of more than $300k per month

Exhibit 99.1 SMG Industries, Inc. Announces a $12.7 Million Refinance of its Senior Secured Term Loan Company estimates savings on interest and principal payments of more than $300k per month HOUSTON, TX. November 5, 2021 - SMG Industries, Inc. (?SMG? or the "Company") (OTCQB:SMGI), a growth-oriented transportation services company focused on the domestic infrastructure logistics market today anno

November 5, 2021 8-K/A

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2021 (September 7, 2021) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (C

September 13, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2021 (September 7, 2021) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (C

September 13, 2021 EX-10.21

Loan agreement entered into by and among Amerisource Funding Inc. and each of 5J Trucking LLC, 5J Oilfield Services LLC, 5J Transportation LLC, 5J Brokerage LLC and 5J Specialized LLC dated September 7, 2021 (incorporated by reference to Exhibit 10.21 to the Company’s Form 8-K filed on September 13, 2021).

EX-10.21 2 tm2127499d1ex10-21.htm EXHIBIT 10.21 Exhibit 10.21 AMERISOURCE FUNDING, INC., a Texas corporation and 5J TRUCKING, LLC, a Texas limited liability company, 5J OILFIELD SERVICES, LLC, a Texas limited liability company, 5J TRANSPORTATION, LLC, a Texas limited liability company, 5J BROKERAGE, LLC, a Texas limited liability company, and 5J SPECIALIZED LLC, a Texas limited liability company $

September 13, 2021 EX-10.22

Security agreement entered into by and among Amerisource Funding Inc. and each of 5J Trucking LLC, 5J Oilfield Services LLC, 5J Transportation LLC, 5J Brokerage LLC and 5J Specialized LLC dated September 7, 2021(incorporated by reference to Exhibit 10.22 to the Company’s Form 8-K filed on September 13, 2021).

Exhibit 10.22 SECURITY AGREEMENT 5J TRUCKING, LLC, a Texas limited liability company, 5J OILFIELD SERVICES, LLC, a Texas limited liability company, and 5J SPECIALIZED LLC, a Texas limited liability company, 5J TRANSPORTATION, LLC, a Texas limited liability company, and 5J BROKERAGE, LLC, a Texas limited liability company (?Debtor?, whether one or more, jointly and severally), and AMERISOURCE FUNDI

September 13, 2021 EX-10.24

Guaranty agreement entered into by and between Amerisource Funding Inc. and SMG Industries Inc. dated September 7, 2021(incorporated by reference to Exhibit 10.24 to the Company’s Form 8-K filed on September 13, 2021).

Exhibit 10.24 GUARANTY AGREEMENT (UNLIMITED) Date: September 07, 2021 Guarantor (whether one or more): SMG INDUSTRIES, INC., a Delaware corporation Guarantor?s Mailing Address: 4090 North US Highway 79, Palestine, Texas 75801-7065 Borrower: 5J TRUCKING, LLC, a Texas limited liability company, 5J OILFIELD SERVICES, LLC, a Texas limited liability company, 5J SPECIALIZED LLC, a Texas limited liabilit

September 13, 2021 EX-10.23

Pledge agreement entered into by and between Amerisource Funding Inc. and SMG Industries Inc. dated September 7, 2021(incorporated by reference to Exhibit 10.23 to the Company’s Form 8-K filed on September 13, 2021).

Exhibit 10.23 PLEDGE AGREEMENT (Security Agreement for Guaranty) SMG INDUSTRIES, INC, a Delaware corporation (?Debtor), and AMERISOURCE FUNDING, INC., a Texas corporation (?Secured Party?) agree, effective September 07, 2021, as follows: 1. Background and Purpose The parties acknowledge that 5J TRUCKING, LLC, a Texas limited liability company, 5J OILFIELD SERVICES, LLC, a Texas limited liability c

August 31, 2021 EX-99.1

SMG Industries, Inc. Reports 2021 $12.2 Million Revenue Second Quarter and Six-Month Financial Results

EX-99.1 2 tm2126394d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SMG Industries, Inc. Reports 2021 $12.2 Million Revenue Second Quarter and Six-Month Financial Results HOUSTON, TX. August 24, 2021 – SMG Industries, Inc. (the “Company”) (OTCQB:SMGI), a growth-oriented transportation services company focused on the domestic infrastructure logistics market, today reported financial results for its second qu

August 31, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2021 (August 23, 2021) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commis

August 23, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 16, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-54391 NOTIFICATION OF LATE FILING (Check One): ¨   Form 10-K   ¨   Form 20-F   ¨   Form 11-K   x   Form 10-Q   ¨  Form 10-D   ¨    Form N-SAR ¨   Form N-CSR For Period Ended: June 30, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Trans

May 24, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

10-Q 1 tm2111737d110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

May 17, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-54391 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10

April 19, 2021 10-K

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDUSTRIES INC. (E

April 19, 2021 EX-3.7

Certificate of Amendment of the Certificate of Incorporation of SMG Industries Inc. dated October 20, 2020.

EX-3.7 2 tm211747d1ex3-7.htm EXHIBIT 3.7 Exhibit 3.7 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF SMG INDUSTRIES INC. SMG Industries Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. The name of the corporation is (hereinafter called the “Corporation”) is SMG Industries Inc. 2. The certificate of incorp

March 31, 2021 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

NT 10-K 1 tm211747d3nt10k.htm FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-54391 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2020 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Repor

March 31, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ________)* SMG Industries Inc. (Name of Issuer) Common Stock, Par Value $.001 (Title of Class of Securities)

SC 13G 1 tm2111545d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SMG Industries Inc. (Name of Issuer) Common Stock, Par Value $.001 (Title of Class of Securities) 78454K102 (CUSIP Number) Brady Crosswell 902 Wild Valley Road Houston, Texas 77057 805.222.6186 (Name, Address and Telep

March 31, 2021 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm2111545d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G originally filed on March 31, 2021 (including amendments thereto) with respect to the securities of SMG Industries I

March 29, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ________)* SMG Industries Inc. (Name of Issuer) Common Stock, Par Value $.001 (Title of Class of Securities)

SC 13G 1 tm2111110d1sc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SMG Industries Inc. (Name of Issuer) Common Stock, Par Value $.001 (Title of Class of Securities) 78454K102 (CUSIP Number) James E. Frye 4090 N. Hwy US 79 Palestine, TX 75801 903.723.0253 (Name, Address and Telep

March 26, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ________)* SMG Industries Inc. (Name of Issuer) Common Stock, Par Value $.001 (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SMG Industries Inc. (Name of Issuer) Common Stock, Par Value $.001 (Title of Class of Securities) 78454K102 (CUSIP Number) Steven H. Madden 9821 Katy Freeway #880 Houston, Texas 77024 713.460.3700 (Name, Address and Telephone Number of Person Authorized t

March 26, 2021 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm2111092d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G originally filed on March 26, 2021 (including amendments thereto) with respect to the securities of SMG Industries I

February 8, 2021 EX-99.1

SMG Industries, Inc. Announces Preliminary Unaudited Year End 2020 Revenue Results and Strategy Update SMG Reports Preliminary Unaudited Revenues of approximately $30.6 million for the Year Ended December 31, 2020, an Increase of about 370% From the

EX-99.1 2 tm215764d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 SMG Industries, Inc. Announces Preliminary Unaudited Year End 2020 Revenue Results and Strategy Update SMG Reports Preliminary Unaudited Revenues of approximately $30.6 million for the Year Ended December 31, 2020, an Increase of about 370% From the Year Ended 2019 HOUSTON, TX. February 3, 2021 - SMG Industries, Inc. (“SMG” or the "Company")

February 8, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2021 (February 8, 2021) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Comm

January 15, 2021 EX-10.20

Amendment and Partial Recission of Membership Interest Purchase Agreement by and among 5J Oilfield Services LLC, and James E. Frye, on the one hand, and the Company effective February 27, 2020 (incorporated by reference to Exhibit 10.20 to the Company’s Form 8-K filed on January 15, 2021).

EX-10.20 2 tm213258d1ex10-20.htm EXHIBIT 10.20 Exhibit 10.20 AMENDMENT AND PARTIAL RESCISSION OF MEMBERSHIP INTEREST PURCHASE AGREEMENT This Amendment and Partial Rescission of Membership Interest Purchase Agreement (the “Amendment and Partial Rescission Agreement”), dated effective February 27, 2020 (the “Effective Date”) is made and entered into by and among 5J Oilfield Services, LLC, a Texas li

January 15, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2021 (December 31, 2020) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Com

December 29, 2020 8-K

Current Report

8-K 1 tm2039404d18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2020 (December 18, 2020) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991

December 29, 2020 EX-99.1

SMG Industries, Inc. Appoints Jeffrey Martini as Chief Executive Officer

EX-99.1 3 tm2039404d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SMG Industries, Inc. Appoints Jeffrey Martini as Chief Executive Officer HOUSTON, TX, Dec. 21, 2020 (GLOBE NEWSWIRE) - SMG Industries, Inc. (the “Company”) (OTCQB:SMGI), a growth-oriented transportation services business operating in the Southwest United States, today reported that Mr. Jeffrey Martini has agreed to join effective immediatel

December 29, 2020 EX-10.19

Agreement and Plan of Share Exchange by and among MG Cleaners LLC and SMG Industries on the one hand and S&A Christian Investments LLC dated December 22, 2020 (incorporated by reference to Exhibit 10.19 to the Company’s Form 8-K filed on December 29, 2020).

EX-10.19 2 tm2039404d1ex10-19.htm EXHIBIT 10.19 Exhibit 10.19 AGREEMENT AND PLAN OF SHARE EXCHANGE by and among MG Cleaners LLC, a Texas limited liability company and the Sole Member of MG Cleaners LLC listed herein, on the one hand; and S&A Christian Investments, L.L.C. December 22, 2020 AGREEMENT AND PLAN OF SHARE EXCHANGE This Agreement and Plan of Share Exchange, dated as of December 22, 2020

November 17, 2020 EX-3.7

Amended and Restated By-Laws

EXHIBIT 3.7 AMENDED AND RESTATED BY-LAWS OF SMG INDUSTRIES INC. A DELAWARE CORPORATION ARTICLE I OFFICES SECTION 1. REGISTERED OFFICE. The address of the Corporation?s registered office in the State of Delaware is National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904, County of Kent. The name of the Corporation?s registered agent at such address is National Regist

November 17, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 periods beginning

November 17, 2020 EX-3.8

Amendment to Certificate of Incorporation dated October 20, 2020

EX-3.8 3 tm2029658d1ex3-8.htm EXHIBIT 3.8 EXHIBIT 3.8

November 16, 2020 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-54391 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2020 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on For

November 9, 2020 8-K

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2020 (October 20, 2020) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Comm

September 28, 2020 DEF 14C

- DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement SMG INDUSTRIES INC. (Name of Registr

August 25, 2020 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 25, 2020 (August 17, 2020) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commis

August 25, 2020 EX-99.1

SMG INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 SMG Industries, Inc. Reports 2020 Second Quarter and Six-Month Financial Results HOUSTON, TX, Aug. 17, 2020 (GLOBE NEWSWIRE) - via NEWMEDIAWIRE - SMG Industries, Inc. (the “Company”) (OTCQB:SMGI), a growth-oriented transportation services and industrial services business operating in the Southwest United States, today reported financial results for its second quarter and six month per

August 18, 2020 PRE 14C

- PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: x Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ¨ Definitive Information Statement SMG INDUSTRIES INC. (Name of Registr

August 14, 2020 10-Q

Quarterly Report - FORM 10-Q

10-Q 1 tm2024702-110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

June 30, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 periods beginning afte

June 9, 2020 10-K/A

Annual Report - FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-5439

May 29, 2020 EX-10.18

First Amendment to Lease Documents entered into by and between 5J Oilfield Services LLC, 5J Trucking LLC and UticaLeaseco, LLC dated May 19, 2020.

Exhibit 10.18

May 29, 2020 10-K

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDUSTRIES INC. (E

May 15, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2020 SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission (IRS Employer of

May 15, 2020 NT 10-K

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 000-54391 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form

May 12, 2020 EX-99.2

5J TRUCKING, LLC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2018 AND 2017

EX-99.2 3 tm2018745d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 5J TRUCKING, LLC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2018 AND 2017 CONTENTS Page INDEPENDENT AUDITORS’ REPORT 1-2 FINANCIAL STATEMENTS Balance Sheets 3-4 Statements of Income 5 Statements of Members’ Equity 6 Statements of Cash Flows 7-8 Notes to Financial Statements 9-14 INDEPENDENT AUDITORS’ REPORT To the Members 5J Trucking, LL

May 12, 2020 EX-99.4

5J TRUCKING, LLC UNAUDITED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

Exhibit 99.4 5J TRUCKING, LLC UNAUDITED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018 CONTENTS Page UNAUDITED FINANCIAL STATEMENTS Balance Sheets 1 Statements of Operations 2 Statements of Members’ Deficit 3 Statements of Cash Flows 4 Notes to Unaudited Financial Statements 5-9 5J TRUCKING, LLC BALANCE SHEETS (UNAUDITED) September 30, December 31, 2019 2018 ASSETS CURRENT ASSE

May 12, 2020 EX-99.5

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.5 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On February 27, 2020 SMG Industries, Inc. (“the Company” or “we”) entered into Membership Interest Purchase Agreements for the acquisition of all of the membership interests of each of 5J Oilfield Services LLC, a Texas limited liability company (“5J Oilfield”) and 5J Trucking LLC, a Texas limited liability company (“5J Trucking”) (5J

May 12, 2020 8-K/A

Financial Statements and Exhibits - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2020 (February 27, 2020) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commi

May 12, 2020 EX-99.1

5J OILFIELD SERVICES, LLC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2018 AND 2017

Exhibit 99.1 5J OILFIELD SERVICES, LLC FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2018 AND 2017 CONTENTS Page INDEPENDENT AUDITORS’ REPORT 1-2 FINANCIAL STATEMENTS Balance Sheets 3 Statements of Income 4 Statements of Members’ Equity 5 Statements of Cash Flows 6-7 Notes to Financial Statements 8-12 INDEPENDENT AUDITORS’ REPORT To the Members 5J Oilfield Services, LLC We have audited the accompa

May 12, 2020 EX-99.3

5J OILFIELD SERVICES, LLC UNAUDITED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018

EX-99.3 4 tm2018745d1ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 5J OILFIELD SERVICES, LLC UNAUDITED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 2019 AND 2018 CONTENTS Page UNAUDITED FINANCIAL STATEMENTS Balance Sheets 1 Statements of Operations 2 Statements of Members’ Equity 3 Statements of Cash Flows 4 Notes to Unaudited Financial Statements 5-9 5J OILFIELD SERVICES, LLC BALANCE SHEETS (UNAUD

March 30, 2020 8-K

Other Events

8-K 1 tm2014259-18k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2020 SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisd

March 5, 2020 SC 13D/A

SMGI / SMG Indium Resources Ltd. / Raging Capital Management, LLC - AMENDMENT NO. 14 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 14)1 SMG Industries Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78454K102 (CUSIP Number) STEVE WOLOSKY, ESQ. OLSHAN FROME WOLOSKY LLP

March 3, 2020 EX-10.15

Commercial Promissory Note entered into by and between Amerisource Funding, 5J Oilfield Services, 5J Trucking LLC and SMG Industries Inc. dated February 27, 2020 (incorporated by reference to Exhibit 10.15 to the Company’s 8-K filed on March 3, 2020).

Exhibit 10.15 COMMERCIAL PROMISSORY NOTE (Equipment Loan; Purchase Money) $1,401,558.91 USD Date: February 27, 2020 FOR VALUE RECEIVED and WITHOUT GRACE, on the dates, and in the amounts so herein stipulated, the undersigned, 5J Oil Field Services, LLC and 5J Trucking, LLC whose address are 710 N. Post Oak Road, Suite 315, Houston, Texas 77024, together with SMG Industries, Inc. whose address is 7

March 3, 2020 EX-10.17

Promissory note entered into by and between 5J Oilfield Services LLC and James E. Frye, Jr. dated February 27, 2020 (incorporated by reference to Exhibit 10.17 to the Company’s 8-K filed on March 3, 2020).

EX-10.17 9 tm2011452d1ex10-17.htm EXHIBIT 10.17 Exhibit 10.17 THE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFF

March 3, 2020 EX-10.16

Loan Agreement entered into by and between Amerisource Leasing Corporation and SMG Industries, Inc. dated February 27, 2020 (incorporated by reference to Exhibit 10.16 to the Company’s 8-K filed on March 3, 2020).

Exhibit 10.16 LOAN AGREEMENT THIS LOAN AGREEMENT (“Agreement”) is made and delivered, by and among SMG INDUSTRIES, INC., a Texas corporation (“Borrower” and “Grantor”, whether one or more, jointly and severally), 5J OIL FIELD SERVICES, LLC, a Texas limited liability company, and 5J TRUCKING, LLC, a Texas limited liability company, (“Guarantor”, whether one or more, jointly and severally), and AMER

March 3, 2020 EX-10.14

Revolving Accounts Receivable Assignment and Term Loan Financing and Security Agreement entered into by and between Amerisource Funding Inc. and 5J Oilfield Services LLC, 5J Trucking LLC and SMG Industries Inc. dated February 27, 2020 (incorporated by reference to Exhibit 10.14 to the Company’s 8-K filed on March 3, 2020).

Exhibit 10.14 REVOLVING ACCOUNTS RECEIVABLE ASSIGNMENT AND TERM LOAN FINANCING AND SECURITY AGREEMENT THIS REVOLVING ACCOUNTS RECEIVABLE ASSIGNMENT AND TERM LOAN FINANCING AND SECURITY AGREEMENT (the “Agreement”) is made as of February 27, 2020 by and between 5J Oil Field Services, LLC and 5J Trucking, LLC whose address are 710 N. Post Oak Rd., Suite 315, Houston, Texas 77024, together with SMG In

March 3, 2020 EX-10.13

Master Lease Agreement entered into by and between Utica Leaseco LLC and 5J Oilfield Services LLC, 5J Trucking LLC and SMG Industries Inc. dated February 27, 2020 (incorporated by reference to Exhibit 10.13 to the Company’s 8-K filed on March 3, 2020).

Exhibit 10.13 MASTER LEASE AGREEMENT THIS MASTER LEASE AGREEMENT (this "Lease") is made as of February 27, 2020, between UTICA LEASECO, LLC, its successors and assigns ("Lessor"), 5J TRUCKING, a Texas limited liability company, d/b/a 5J and 5J Trucking, LLC (“5J Trucking”), its successors and permitted assigns, and 5J OILFIELD SERVICES, LLC, a Texas limited liability company (“5J Oil”), its succes

March 3, 2020 EX-99.1

SMG Industries Acquires a Leading Midstream Logistics and Rig Move Company Projected to Increase Annual Revenues Approximately 590% to an estimated $60 million for fiscal 2020 SMG Continues its Buy and Build Strategy diversifying into Midstream with

Exhibit 99.1 SMG Industries Acquires a Leading Midstream Logistics and Rig Move Company Projected to Increase Annual Revenues Approximately 590% to an estimated $60 million for fiscal 2020 SMG Continues its Buy and Build Strategy diversifying into Midstream with established compressor heavy haul and drilling rig move services company HOUSTON, TX. March 3, 2020 (Accesswire) - SMG Industries, Inc. (

March 3, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2020 (February 27, 2020) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commis

March 3, 2020 EX-10.11

Membership Interest Purchase Agreement dated February 27, 2020 by and between SMG Industries Inc. and James E. Frye Jr. for the purchase of 100% of the membership interests of 5J Oilfield Services LLC (incorporated by reference to Exhibit 10.11 to the Company’s 8-K filed on March 3, 2020).

Exhibit 10.11 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among 5J Oilfield Services, LLC, A Texas limited liability company and the Sole Member and Managing Member of 5J Oilfield Services, LLC listed herein, on the one hand; and SMG Industries Inc., A Delaware corporation February 27, 2020 TABLE OF CONTENTS ARTICLE 1 THE PURCHASE AND SALE OF 5J INTERESTS 1 1.1 Purchase of 5J Interests and Payme

March 3, 2020 EX-10.12

Membership Interest Purchase Agreement dated February 27, 2020 by and between SMG Industries Inc. and each of THE JUDY FRYE TRUST and THE JAMES FRYE, JR. TRUST for the purchase of 100% of the membership interests of 5J Trucking LLC (incorporated by reference to Exhibit 10.12 to the Company’s 8-K filed on March 3, 2020).

Exhibit 10.12 MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among 5J Trucking, LLC, A Texas limited liability company and the Members and Sole Manager of 5J Trucking, LLC listed herein, on the one hand; and SMG Industries Inc., A Delaware corporation February 27, 2020 TABLE OF CONTENTS ARTICLE 1 1 THE PURCHASE AND SALE OF 5J INTERESTS 1.1 Purchase of 5J Interests and Payment of the Purchase Price

March 3, 2020 EX-3.6

Certificate of Designation of Preferences, Rights and Limitations of 5% Series B Convertible Preferred Stock dated February 18, 2020 (incorporated by reference to Exhibit 3.6 to the Company’s 8-K filed on March 3, 2020).

Exhibit 3.6 SMG INDUSTRIES INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 5% SERIES B CONVERTIBLE PREFERRED STOCK The undersigned officer of SMG Industries Inc., a corporation organized and existing under the General Corporation Law of Delaware (the “Corporation”), does hereby certify: That, pursuant to the authority conferred upon the Board of Directors of the Corporati

February 21, 2020 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2020 (July 26, 2019) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commis

November 14, 2019 10-Q

SMGI / SMG Indium Resources Ltd. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 periods beginning

September 9, 2019 EX-99.1

Trinity Services, LLC

Exhibit 99.1 Trinity Services, LLC Big Vehicle & Equipment Company, LLC Combined Financial Statements Years Ended December 31, 2018 and 2017 Trinity Services, LLC Big Vehicle & Equipment Company, LLC Combined Financial Statements Years Ended December 31, 2018 and 2017 Trinity Services, LLC Big Vehicle & Equipment Company, LLC Contents Independent Auditor’s Report 3-4 Financial Statements Combined

September 9, 2019 EX-99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On June 3, 2019 SMG Industries Inc. (the “Company” or “SMG”) entered into a definitive Agreement and Plan of Share Exchange dated as of such date (the “Trinity Exchange Agreement”) with Trinity Services LLC, a Louisiana limited liability company (“Trinity”) and the sole member of Trinity (the “Trinity Member”). The Company closed the

September 9, 2019 8-K/A

Financial Statements and Exhibits

8-K/A 1 tv5290358ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2019 (June 3, 2019) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991

September 9, 2019 EX-99.2

March 31,

Exhibit 99.2 Trinity Services, LLC Big Vehicle & Equipment Company, LLC Unaudited Combined Financial Statements Three Months Ended March 31, 2019 and 2018 Trinity Services, LLC Big Vehicle & Equipment Company, LLC Financial Statements Unaudited Combined Balance Sheets 3 Unaudited Combined Statements of Loss and Members' Equity 4 Unaudited Combined Statements of Cash Flows 5-6 Notes to Unaudited Co

August 14, 2019 10-Q

SMGI / SMG Indium Resources Ltd. 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 periods beginning after

July 9, 2019 EX-10.10

Purchase and Sale Agreement entered into by and between Catalyst Finance LP and Jake Oilfield Solutions LLC dated June 27, 2019 (incorporated by reference to Exhibit 10.10 to the Company’s 8-K filed on July 10, 2019).

Exhibit 10.10 PURCHASE AND SALE AGREEMENT THIS AGREEMENT is made by and between Catalyst Finance, L.P. (Catalyst) whose address is 1136 N. Kirkwood Rd., Houston, Texas 77043 and JAKE OILFIELD SOLUTIONS LLC whose address is 710 N. Post Oak Rd., Suite 315, HOUSTON, TEXAS 77024. RECITALS WHEREAS, Catalyst is engaged in the business of purchasing accounts receivable, claims and other rights to payment

July 9, 2019 EX-10.9

Purchase and Sale Agreement entered into by and between Catalyst Finance LP and Trinity Services LLC dated June 27, 2019 (incorporated by reference to Exhibit 10.9 to the Company’s 8-K filed on July 10, 2019).

Exhibit 10.9 PURCHASE AND SALE AGREEMENT THIS AGREEMENT is made by and between Catalyst Finance, L.P. (Catalyst) whose address is 1136 N. Kirkwood Rd., Houston, Texas 77043 and TRINITY SERVICES, L.L.C. whose address is 220 TRAVIS STREET, SUITE 501, SHREVEPORT, LOUISIANA 71101. RECITALS WHEREAS, Catalyst is engaged in the business of purchasing accounts receivable, claims and other rights to paymen

July 9, 2019 EX-99.1

SMG Industries Announces the Closing of the Trinity Services Acquisition

Exhibit 99.1 SMG Industries Announces the Closing of the Trinity Services Acquisition HOUSTON, TX. June 27, 2019 (Accesswire) - SMG Industries, Inc. (the "Company") (OTCQB:SMGI), a growth-oriented oilfield services company operating in the Southwest United States announced today the closing of the acquisition of Trinity Services LLC (“Trinity”) previously announced on June 6, 2019. Trinity’s oilfi

July 9, 2019 8-K/A

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2019 (June 3, 2019) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission

July 9, 2019 EX-10.8

Purchase and Sale Agreement entered into by and between Catalyst Finance LP and MG Cleaners LLC dated June 27, 2019 (incorporated by reference to Exhibit 10.8 to the Company’s 8-K filed on July 10, 2019).

EX-10.8 2 tv524950ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 PURCHASE AND SALE AGREEMENT THIS AGREEMENT is made by and between Catalyst Finance, LP. (Catalyst) whose address is 1136 N. Kirkwood Rd., Houston, Texas 77043 and MG CLEANERS, LLC whose address is 710 N. Post Oak Rd., Suite 315, HOUSTON, TEXAS 77024. RECITALS WHEREAS, Catalyst is engaged in the business of purchasing accounts receivable, claim

June 11, 2019 SC 13D/A

SMGI / SMG Indium Resources Ltd. / Raging Capital Management, LLC - AMENDMENT NO. 13 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da130773801806112019.htm AMENDMENT NO. 13 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 13)1 SMG Industries Inc. (Name of Issuer) Common Stock (Title of Class of Securiti

June 7, 2019 EX-10.7

Line of Credit – Promissory Note in the amount of up to $1,000,000 issued by Trinity Services to Newton Dorsett dated June 3, 2019 (incorporated by reference to Exhibit 10.7 to the Company’s 8-K filed on June 7, 2019).

Exhibit 10.7 PROMISSORY NOTE (Line of Credit) Principal Amount $1,000,000.00 Shreveport, Louisiana Dated: June 3, 2019 This Promissory Note (Line of Credit) (“Note”) is made by Trinity Services LLC, a Louisiana limited liability company (the “Borrower”) who has signed this Note. The Borrower promises to pay to the order of NEWTON DORSETT (“Dorsett”), ON DEMAND, at its offices located at 220 Travis

June 7, 2019 EX-2.1

Exhibit 2.1 Agreement and Plan of Share Exchange dated June 3, 2019 by and between SMG Industries Inc., Newton Dorsett and Trinity Services LLC

Exhibit 2.1 AGREEMENT AND PLAN OF SHARE EXCHANGE by and among Trinity Services LLC, a Louisiana limited liability company and the Sole Member of Trinity Services LLC listed herein, on the one hand; and SMG Industries Inc., A Delaware corporation June 3, 2019 AGREEMENT AND PLAN OF SHARE EXCHANGE This Agreement and Plan of Share Exchange, dated as of June 3, 2019 (this “Agreement”), is made and ente

June 7, 2019 EX-99.1

SMG Industries Announces the Signing of a Definitive Agreement to Acquire Trinity Services LLC

EX-99.1 6 tv523279ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SMG Industries Announces the Signing of a Definitive Agreement to Acquire Trinity Services LLC Acquisition of This 20 Year Old Oilfield Services Company Operating in the Haynesville Shale Provides Diversification and New Customers HOUSTON, TX / ACCESSWIRE / June 6, 2019 / SMG Industries, Inc. ("SMGI" or the "Company") (OTCQB: SMGI), a growth-o

June 7, 2019 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2019 (June 3, 2019) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission (

June 7, 2019 EX-10.6

Loan and Security Agreement entered into by and between Trinity Services LLC and Newton Dorsett dated June 3, 2019 (incorporated by reference to Exhibit 10.6 to the Company’s 8-K filed on June 7, 2019).

EX-10.6 4 tv523279ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 LOAN AND SECURITY AGREEMENT (“Agreement”) This Agreement dated June 3, 2019, is an agreement between NEWTON DORSETT (“DORSETT”), and TRINITY SERVICES, LLC, a Louisiana limited liability company (“Borrower”). In this Agreement, DORSETT and Borrower are collectively the “Parties”. The Parties have the addresses shown on the schedule (“Schedule”)

June 7, 2019 EX-3.5

Certificate of Designation of Preferences, Rights and Limitations of 3% Series A Secured Convertible Preferred Stock dated June 4, 2019 (incorporated by reference to Exhibit 3.5 to the Company’s 8-K filed on June 7, 2019).

EX-3.5 3 tv523279ex3-5.htm EXHIBIT 3.5 Exhibit 3.5 SMG INDUSTRIES INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF 3% SERIES A SECURED CONVERTIBLE PREFERRED STOCK The undersigned officer of SMG Industries Inc., a corporation organized and existing under the General Corporation Law of Delaware (the “Corporation”), does hereby certify: That, pursuant to the authority conferr

May 14, 2019 10-Q

SMGI / SMG Indium Resources Ltd. 10-Q Quarterly Report FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 periods beginning afte

May 1, 2019 EX-99.1

SMG Industries, Inc. Announces Preliminary First Quarter 2019 Revenue Results

EX-99.1 2 tv520326ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SMG Industries, Inc. Announces Preliminary First Quarter 2019 Revenue Results Oilfield Services Company SMG Reporting Preliminary Revenues of $1.7 Million for the First Quarter ended March 31, 2019, a 71% increase from the First Quarter 2018. HOUSTON, TX / ACCESSWIRE / April 29, 2019 / SMG Industries, Inc. (the "Company") (OTCQB: SMGI), a grow

May 1, 2019 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2019 (April 29, 2019) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission

April 16, 2019 SC 13D

SMGI / SMG Indium Resources Ltd. / Gilman George W - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SMG Industries Inc. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 78454K102 (CUSIP Number) George Gilman 710 N. Post Road, Suite 400 Houston, Texas 77024 (713) 613-2900 (Name, Address and Telephone Number of Person Authorized to Receive Noti

April 1, 2019 10-K

SMGI / SMG Indium Resources Ltd. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDUSTRIES INC. (E

February 21, 2019 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2019 (December 7, 2018) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (C

February 21, 2019 EX-99.1

MOMENTUM WATER TRANSFER SERVICES, LLC FINANCIAL STATEMENTS DECEMBER 31, 2017 AND 2016 TABLE OF CONTENTS

Exhibit 99.1 MOMENTUM WATER TRANSFER SERVICES, LLC FINANCIAL STATEMENTS DECEMBER 31, 2017 AND 2016 TABLE OF CONTENTS Page No. INDEPENDENT AUDITORS’ REPORT 1 FINANCIAL STATEMENTS Balance Sheets 2 Statements of Operations 3 Statements of Members’ Equity 4 Statements of Cash Flows 5 Notes to the Financial Statements 6 - 10 INDEPENDENT AUDITORS’ REPORT To the Members of Momentum Water Transfer Service

February 21, 2019 EX-99.2

MOMENTUM WATER TRANSFER SERVICES LLC COMBINED BALANCE SHEETS

Exhibit 99.2 MOMENTUM WATER TRANSFER SERVICES LLC COMBINED BALANCE SHEETS (unaudited) September 30, December 31, 2018 2017 ASSETS Current assets: Cash and cash equivalents $ 8,661 $ 99,499 Total current assets 8,661 99,499 Property and equipment, net of accumulated depreciation of $46,856 and $26,450 143,590 163,996 Total assets $ 152,251 $ 263,495 LIABILITIES AND MEMBERS' EQUITY (DEFICIT) Current

February 21, 2019 EX-99.3

SMG Industries, Inc. NOTES AND ASSUMPTIONS TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 SMG Industries, Inc. Pro Forma Combined Balance Sheet As of September 30, 2018 (unaudited) Pro Forma Pro Forma SMG Industries MWTS Adjustments Combined Assets Current Assets: Cash $ 251,208 $ 8,661 (1), (2) - $ 259,869 Accounts receivable 645,540 - 645,540 Inventory 148,495 - 148,495 Assets held for sale 42,300 - 42,300 Prepaid expenses and other current assets 74,779 - (2) (8,000 ) 6

February 15, 2019 EX-99.1

SMG Industries, Inc. Announces Preliminary 2018 Annual Revenue Results and Operational Update

Exhibit 99.1 SMG Industries, Inc. Announces Preliminary 2018 Annual Revenue Results and Operational Update Oilfield Services Company SMG Reporting Preliminary Revenues of Over $4.4 Million for the Fiscal Year Ended December 31, 2018, Representing an Increase of Approximately 78% From the Fiscal Year Ended 2017 HOUSTON, TX / ACCESSWIRE / February 11, 2019 / SMG Industries, Inc. (the “Company”) (OTC

February 15, 2019 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2019 (February 11, 2019) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Co

January 11, 2019 SC 13D/A

SMGI / SMG Indium Resources Ltd. / Raging Capital Management, LLC - AMENDMENT NO. 12 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da120773801801112019.htm AMENDMENT NO. 12 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 12)1 SMG Industries Inc. (Name of Issuer) Common Stock (Title of Class of Securiti

January 9, 2019 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2019 (January 7, 2019) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commis

January 9, 2019 EX-99.1

SMG Industries, Inc. OTCQB: SMGI

Exhibit 99.1 SMG Industries, Inc. OTCQB: SMGI SMG Industries, Inc. is a growth oriented oilfield services company operating throughout the Southwest United States in some of the nation’s most active resource basins. The Company has a “Buy & Build” strategy acquiring and growing oilfield service companies in the Drilling, Completions and Production market segments. SMG Industries is headquartered i

December 13, 2018 EX-99.1

SMG Industries, Inc. Announces the Acquisition of Momentum Water Transfer Services

EX-99.1 3 tv509080ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SMG Industries, Inc. Announces the Acquisition of Momentum Water Transfer Services Frac Water Transfer Company Represents New Platform for SMG in Frac Water Management HOUSTON, TX, Dec. 10, 2018 – SMG Industries, Inc. (the "Company") (OTCQB: SMGI), a growing oilfield services company operating in the Southwest United States, today announced th

December 13, 2018 EX-2.1

Agreement and Plan of Share Exchange dated December 7, 2018 by and between SMG Industries Inc., Denice Cox and Momentum Water Transfer Services LLC

Exhibit 2.1 AGREEMENT AND PLAN OF SHARE EXCHANGE by and among Momentum Water Transfer Services LLC, a Texas limited liability company and the Sole Member of Momentum Water Transfer Services LLC listed herein, on the one hand; and SMG Industries Inc., A Delaware corporation December 7, 2018 AGREEMENT AND PLAN OF SHARE EXCHANGE This Agreement and Plan of Share Exchange, dated as of December 7, 2018

December 13, 2018 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2018 (December 7, 2018) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Com

November 9, 2018 10-Q

SMGI / SMG Indium Resources Ltd. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 periods beginning

October 4, 2018 EX-99.1

ASSET PURCHASE AND SALE AGREEMENT

EX-99.1 2 tv504252ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 ASSET PURCHASE AND SALE AGREEMENT This Agreement dated this 27th day of September, 2018, between Steven Madden, an individual with an address of 9821 Katy Freeway, Suite 880, Houston, Texas 77024, Thomas F. Soriero, an individual with an address of 3333 Allen Parkway Suite 905 Houston, Texas 77019 and Madden Heritage Foundation, a private foun

October 4, 2018 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2018 (September 27, 2018) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Com

August 13, 2018 10-Q

SMGI / SMG Indium Resources Ltd. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 periods beginning after

May 10, 2018 10-Q

SMGI / SMG Indium Resources Ltd. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDUSTRIES, INC. (

May 1, 2018 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2018 (April 27, 2018) SMG INDUSTRIES INC. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission

April 4, 2018 SC 13D/A

SMGI / SMG Indium Resources Ltd. / Raging Capital Management, LLC - AMENDMENT NO. 11 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 11 )1 SMG Industries Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78454K102 (CUSIP Number) STEVE WOLOSKY, ESQ. OLSHAN FROME WOLOSKY LL

April 2, 2018 EX-3.4

Amendment to Certificate of Incorporation dated January 30, 2018 (incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K filed on April 2, 2018).

Exhibit 3.4 CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION OF SMG INDIUM RESOURCES LTD. SMG Indium Resources Ltd., a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY: 1. The name of the corporation is (hereinafter called the “Corporation”) is SMG Indium Resources Ltd. 2. The certificate of incorporation of the Corporat

April 2, 2018 EX-10.5

2018 Stock Option Plan (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K filed on April 2, 2018).

EX-10.5 3 tv489488ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 2018 STOCK OPTION PLAN OF SMG INDIUM RESOURCES LTD. 1. PURPOSES OF THE PLAN The purposes of the 2018 Stock Option Plan (the “Plan”) of SMG Indium Resources, Ltd., a Delaware corporation (the “Company”), are to: (a) Encourage selected employees, directors and consultants to improve operations and increase profits of the Company; (b) Encourage s

April 2, 2018 10-K

SMGI / SMG Indium Resources Ltd. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDUSTRIES INC. (f

March 23, 2018 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2018 (March 19, 2018) SMG INDIUM RESOURCES LTD. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Co

March 6, 2018 DEF 14C

SMGI / SMG Indium Resources Ltd. DEF 14C

SCHEDULE 14C INFORMATION (RULE 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 ¨ Preliminary Information Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definitive Information Statement SMG INDIUM RESOURCES LTD.

February 16, 2018 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2018 (February 12, 2018) SMG INDIUM RESOURCES LTD. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdicti

February 16, 2018 EX-99.3

SMG Indium Resources Announces the Purchase of RigHands™ product line Proprietary Industrial Strength Hand Cleaner Product fits existing distribution channels

Exhibit 99.3 SMG Indium Resources Announces the Purchase of RigHands? product line Proprietary Industrial Strength Hand Cleaner Product fits existing distribution channels HOUSTON, TX. February 15, 2018 (GLOBE NEWSWIRE) - SMG Indium Resources Ltd. (the "Company") (OTCQB:SMGI), an oilfield services company headquartered in Houston, Texas, focused in selling products and services to drilling rig ope

February 16, 2018 EX-99.1

INTELLECTUAL PROPERTY SALE AGREEMENT

Exhibit 99.1 INTELLECTUAL PROPERTY SALE AGREEMENT This Intellectual Property Sale Agreement (the ?Agreement?) is made and effective February 12, 2018: BETWEEN: MG Cleaners LLC (the ?Buyer?), a limited liability company organized and existing under the laws of the state of Texas with its principal corporate office located at: 710 N. Post Oak Road, Suite 400 Houston, Texas 77024 AND: Stephen Christi

February 16, 2018 EX-99.2

MG CLEANERS LLC 5% PROMISSORY NOTE

EX-99.2 3 tv486414ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 THE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO AN EFFECTIVE

February 13, 2018 PRE 14C

SMGI / SMG Indium Resources Ltd. PRE 14C

SCHEDULE 14C INFORMATION (RULE 14c-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 x Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement SMG INDIUM RESOURCES LTD.

December 11, 2017 EX-10.14

Loan agreement entered into by and between MG Cleaners, LLC and First State Bank & Trust Co. dated January 27, 2017

EX-10.14 2 tv481120ex10-14.htm EXHIBIT 10.14 Exhibit 10.14

December 11, 2017 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 11, 2017 (September 19, 2017) SMG INDIUM RESOURCES LTD. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdi

December 11, 2017 CORRESP

SMGI / SMG Indium Resources Ltd. ESP

JODY R. SAMUELS, ESQ. 65 Broadway, 12th Floor New York, New York 10006 917.817.3651 646.998.1969 Facsimile December 11, 2017 VIA EDGAR Mr. H. Roger Schwall Assistant Director Office of Natural Resources Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: SMG Indium Resources Ltd. Form 8-K File No. 0-54391 Dear Mr. Schwall: This letter

December 11, 2017 EX-10.19

Corporate Guaranty entered into by and between the Company and Cynthia Griffith dated September 19, 2017

EX-10.19 7 tv481120ex10-19.htm EXHIBIT 10.19 Exhibit 10.19 CORPORATE GUARANTEE THIS GUARANTEE dated as of the 19th day of September, 2017. From: SMG Indium Resources, Ltd., a Delaware corporation (The "Guarantor") To: Cynthia Kay Griffith, an Individual(“Lender”) Re: MG Cleaners, LLC, a Texas limited liability company and Stephen Lawrence Christian, an Individual (individually a “Debtor” and colle

December 11, 2017 CORRESP

SMGI / SMG Indium Resources Ltd. ESP

JODY R. SAMUELS, ESQ. 65 Broadway, 12th Floor New York, New York 10006 917.817.3651 646.998.1969 Facsimile December 11, 2017 VIA EDGAR Mr. H. Roger Schwall Assistant Director Office of Natural Resources Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: SMG Indium Resources Ltd. Form 8-K Filed September 19, 2017 File No. 0-54391 Dear

December 11, 2017 EX-10.17

Real Estate Lien Note entered into by and between MG Cleaners, LLC, Stephen Christian and Cynthia Griffith dated October 15, 2010

Exhibit 10.17 REAL ESTATE LIEN NOTE Date: October 15, 2010 Maker: M G Cleaners, LLC and Stephen Lawrence Christian Maker's Mailing Address: 760 CR 1802, Yantis, Wood County, Texas 75497 Payee: Cynthia Kay Griffith Place for Payment: P. 0. Box 193, Gary, Panola County, Texas 75643 Principal Amount: $ 450,000.00 [being referred to as $101,500.00 and$348,500.00 in the Membership Purchase Agreement] A

December 11, 2017 EX-10.16

Loan Agreement entered into by and between MG Cleaners, LLC and First State Bank & Trust Co. dated August 14, 2017.

EX-10.16 4 tv481120ex10-16.htm EXHIBIT 10.16 Exhibit 10.16

December 11, 2017 EX-10.15

Note, Disclosure and Security Agreement entered into by and between MG Cleaners, LLC and First State Bank & Trust Co. dated February 2, 2017

Exhibit 10.15

December 11, 2017 EX-10.18

Amendment to Real Estate Lien Note entered into by and between MG Cleaners, LLC, Stephen Christian and Cynthia Griffith dated September 19, 2017

Exhibit 10.18 MG CLEANERS, LLC September 19, 2017 Cynthia Kay Griffith PO Box 193 Gary, Texas 75643 Re: Amendment to Real Estate Lien Note dated October 15, 2010 Dear Mrs. Griffith: As you are aware, MG Cleaners, LLC and Stephen Lawrence Christian issued a Real Estate Lien Note to you on October 15, 2010 in the initial principal amount of $450,000 (the ?Note?). Pursuant to our discussions, this le

November 28, 2017 CORRESP

SMGI / SMG Indium Resources Ltd. ESP

JODY R. SAMUELS, ESQ. 65 Broadway, 12th Floor New York, New York 10006 917.817.3651 646.998.1969 Facsimile November 28, 2017 VIA EDGAR Mr. H. Roger Schwall Assistant Director Office of Natural Resources Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: SMG Indium Resources Ltd. Form 8-K File No. 0-54391 Dear Mr. Schwall: This letter

November 15, 2017 SC 13D/A

SMGI / SMG Indium Resources Ltd. / Raging Capital Management, LLC - AMENDMENT NO. 10 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da100773801811152017.htm AMENDMENT NO. 10 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 10)1 SMG Indium Resources Ltd. (Name of Issuer) Common Stock (Title of Class o

November 13, 2017 EX-10.14

Employment Agreement entered into by and between the Company and Matthew C. Flemming dated October 31, 2017

Exhibit 10.14 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made and entered into effective as of the 1st day of October , 2017 (the "Effective Date"), by and between SMG INDIUM RESOURCES LTD.., a Delaware corporation (hereafter referred to as the "Company"), and MATTHEW C. FLEMMING (hereafter referred to as "Executive"). The Company and Executive may sometimes hereafter be

November 13, 2017 8-K

Regulation FD Disclosure, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2017 SMG INDIUM RESOURCES LTD. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction of incorporation)

November 13, 2017 EX-10.15

Employment Agreement entered into by and between the Company’s wholly-owned subsidiary, MG Cleaners LLC and its Stephen Christian, its President, dated October 31, 2017

Exhibit 10.15 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement") made as of this 20th day of September, 2017 by and between MG Cleaners LLC, a Texas limited liability company, having an office at 422 E. Sabine Street, Carthage, Texas 75633 (hereinafter referred to as “Employer” or “Company”) and Stephen Christian, an individual, with an address at 1785 C.R. 207, Carthage, Texas 75633 (hereina

November 13, 2017 10-Q

SMGI / SMG Indium Resources Ltd. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDIUM RESOURC

November 13, 2017 EX-99.1

SMG INDIUM RESOURCES REPORTS THIRD QUARTER 2017 FINANCIAL RESULTS

EX-99.1 2 tv479398ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SMG INDIUM RESOURCES REPORTS THIRD QUARTER 2017 FINANCIAL RESULTS HOUSTON, Texas November 13, 2017 (GLOBE NEWSWIRE) - SMG Indium Resources Ltd., ("SMGI” or the “Company"), symbol OTCQB:SMGI, an oilfield services company headquartered in Houston, Texas today announced its unaudited financial results for the third quarter (“Q3”) ended September

October 27, 2017 EX-10.13

Security Agreement entered into by and between the Company and Crestmark Bank dated September 19, 2017

Exhibit 10.13 SECURITY AGREEMENT (Corporate) This Security Agreement ("Agreement") is made September 19, 2017, by and between CRESTMARK BANK, whose address is 726 Highlandia Drive, Baton Rouge, Louisiana ("Crestrnark") and SMG INDIUM RESOURCES LTD., a Delaware corporation, whose address is 710 North Post Oak Drive, Suite 400, Houston, Texas 77024 ("Guarantor"). BACKGROUND: BORROWER, M G CLEANERS,

October 27, 2017 EX-10.9

Promissory Note issued to Crestmark Bank dated May 11, 2017

Exhibit 10.9 PROMISSORY NOTE (Line of Credit) Principal Amount $1,000,000.00 Baton Rouge, Louisiana Dated: May 11, 2017 This Promissory Note (Line of Credit) (?Note?) is made by the Borrower who has signed this Note. The Borrower promises to pay to the order of CRESTMARK BANK (?Crestmark"), ON DEMAND, at its offices located at 726 Highlandia Drive, Baton Rouge, Louisiana 70810 or at such other pla

October 27, 2017 EX-21

Subsidiaries of the Registrant

Exhibit 21 Subsidiaries of the Registrant 1 - MG CLEANERS LLC, a Texas limited liability company

October 27, 2017 EX-2.1

Exchange Agreement dated September 19, 2017 by and among SMG Indium Resources Ltd., MG Cleaners, LLC and the members of MG Cleaners, LLC.

Exhibit 2.1 AGREEMENT AND PLAN OF SHARE EXCHANGE by and among MG Cleaners LLC, a Texas limited liability company and the Members of MG Cleaners LLC listed herein, on the one hand ; and SMG Indium Resources Ltd., A Delaware corporation September 19, 2017 AGREEMENT AND PLAN OF SHARE EXCHANGE This Agreement and Plan of Share Exchange, dated as of September 19, 2017 (this “ Agreement ”), is made and e

October 27, 2017 EX-10.10

Agreement For The Purchase and Sale of Future Receipts entered into by and between MG Cleaners, LLC and Capital Stack LLC dated April 7, 2017

EX-10.10 5 tv477858ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 Agreement for the Purchase and Sale of Future Receipts Seller’s Legal Name: MG CLEANERS, LLC / CHRISTIAN CHEMICAL COMPANY, LLC D/B/A: MG CLEANERS Form of Business Entity: ¨ Corporation; ¨ Limited Liability Company; ¨ Partnership; ¨ Limited Partnership; ¨ Limited Liability Partnership; ¨ Sole Proprietorship; þ Other: LLC Street Address: 442

October 27, 2017 EX-10.11

Future Receivables Sales Agreement entered into by and between MG Cleaners, LLC and Libertas Funding LLC dated August 10, 2017

Exhibit 10.11 Page: 1 Deal Application ID : 21988 Powered By Libertas Funding LLC 382 Greenwich Avenue Suite 2 Second Floor Greenwich CT FUTURE RECEIVABLES SALE AGREEMENT This FUTURE RECEIVABLES SALE AGREEMENT (?Agreement?) dated 8/4/2017, is made by and between Libertas Funding LLC, a Delaware limited liability company (?Purchaser?), Merchant (Merchant Information below), and the Guarantor(s)/Own

October 27, 2017 EX-10.12

Corporate Guaranty entered into by and between the Company and Crestmark Bank dated September 19, 2017

Exhibit 10.12 CORPORATE GUARANTY This Corporate Guaranty ("Guaranty") is made on September 19, 2017, by SMG INDIUM RESOURCES LTD., a Delaware corporation ("Guarantor"), in favor Crestmark Bank ("Crestmark") to induce Crestmark to continue credit and its loan to M G CLEANERS, LLC, a Texas limited liability company ("Borrower") and because Guarantor, whose economic success is vitally linked to Borro

October 27, 2017 EX-10.8

Loan and Security Agreement entered into by and between MG Cleaners, LLC and Crestmark Bank dated May 11, 2017

Exhibit 10.8 LOAN AND SECURITY AGREEMENT (?Agreement?) This Agreement dated May 11, 2017, is an agreement between CRESTMARK BANK (?Crestmark?), and M G CLEANERS, LLC, a Texas limited liability company (?Borrower?). In this Agreement, Crestmark and Borrower are collectively the ?Parties?. Any person or entity who guarantees the obligations of Borrower (each a ?Guarantor?) is required to sign this A

October 27, 2017 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Other Events

8-K/A 1 tv4778588ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2017 (September 19, 2017) SMG INDIUM RESOURCES LTD. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-06

October 27, 2017 CORRESP

SMGI / SMG Indium Resources Ltd. ESP

JODY R. SAMUELS, ESQ. 65 Broadway, 12th Floor New York, New York 10006 917.817.3651 646.998.1969 Facsimile October 27, 2017 VIA EDGAR Mr. H. Roger Schwall Assistant Director Office of Natural Resources Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: SMG Indium Resources Ltd. Form 8-K Filed September 19, 2017 File No. 0-54391 Dear

October 2, 2017 SC 13D

SMGI / SMG Indium Resources Ltd. / Samuels Jody - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SMG Indium Resources Ltd. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 78454K102 (CUSIP Number) Jody R. Samuels 65 Broadway, 12th floor New York, New York 10006 (646) 351-1099 (Name, Address and Telephone Number of Person

October 2, 2017 SC 13D

SMGI / SMG Indium Resources Ltd. / Christian Stephen - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SMG Indium Resources Ltd. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 78454K102 (CUSIP Number) Stephen Christian 422 E. Sabine Street Carthage, Texas 75633 (713) 821-3153 (Name, Address and Telephone Number of Person Auth

October 2, 2017 SC 13D

SMGI / SMG Indium Resources Ltd. / Womack Leo B - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SMG Indium Resources Ltd. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 78454K102 (CUSIP Number) Leo B. Womack c/o SMG Indium Resources Ltd. 710 N. Post Road, Suite 400 Houston, Texas 77024 (713) 821-3153 (Name, Address and

October 2, 2017 SC 13D

SMGI / SMG Indium Resources Ltd. / Flemming Matthew C - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* SMG Indium Resources Ltd. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 78454K102 (CUSIP Number) Matthew Flemming c/o SMG Indium Resources Ltd. 710 N. Post Road, Suite 400 Houston, Texas 77024 (713) 821-3153 (Name, Address

September 21, 2017 SC 13D/A

SMGI / SMG Indium Resources Ltd. / Raging Capital Management, LLC - AMENDMENT NO. 9 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da90773801809202017.htm AMENDMENT NO. 9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 9)1 SMG Indium Resources Ltd. (Name of Issuer) Common Stock (Title of Class of Secur

September 19, 2017 EX-99.1

MG CLEANERS, LLC FINANCIAL STATEMENTS WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM For the years ending December 31, 2016 and 2015 TABLE OF CONTENTS

Exhibit 99.1 MG CLEANERS, LLC FINANCIAL STATEMENTS WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM For the years ending December 31, 2016 and 2015 TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm 3 Financial Statements: Balance Sheets at December 31, 2016 and 2015 4 Statements of Operations for years ended December 31, 2016 and 2015 5 Statements of Member

September 19, 2017 EX-99.2

MG CLEANERS, LLC UNAUDITED FINANCIAL STATEMENTS For the six months ending June 30, 2017 and 2016

Exhibit 99.2 MG CLEANERS, LLC UNAUDITED FINANCIAL STATEMENTS For the six months ending June 30, 2017 and 2016 1 TABLE OF CONTENTS Page Unaudited Financial Statements: Balance Sheets at June 30, 2017 and December 31, 2016 3 Statements of Operations for the six months ended June 30, 2017 and 2016 4 Statements of Cash Flows for the six months ended June 30, 2017 and 2016 5 Notes to Financial Statemen

September 19, 2017 EX-99.3

SMG INDIUM RESOURCES LTD. UNAUDITED PRO FORMA FINANCIAL STATEMENTS For the six months ending June 30, 2017 and the year ended December 31, 2016

Exhibit 99.3 SMG INDIUM RESOURCES LTD. UNAUDITED PRO FORMA FINANCIAL STATEMENTS For the six months ending June 30, 2017 and the year ended December 31, 2016 1 TABLE OF CONTENTS Page Unaudited Financial Statements: Unaudited Pro Forma Balance Sheet at June 30, 2017 4 Unaudited Pro Forma Statement of Operations for the six months ended June 30, 2017 5 Unaudited Pro Forma Statement of Operations for

September 19, 2017 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2017 SMG IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2017 SMG INDIUM RESOURCES LTD. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction (Commission (IRS

September 19, 2017 EX-2.1

Exchange Agreement dated September 19, 2017 by and among SMG Indium Resources Ltd., MG Cleaners, LLC and the members of MG Cleaners, LLC.

EX-2.1 2 v474861ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF SHARE EXCHANGE by and among MG Cleaners LLC, a Texas limited liability company and the Members of MG Cleaners LLC listed herein, on the one hand; and SMG Indium Resources Ltd., A Delaware corporation September 19, 2017 AGREEMENT AND PLAN OF SHARE EXCHANGE This Agreement and Plan of Share Exchange, dated as of September 19, 201

September 19, 2017 EX-16.1

Letter from Cohn Reznick LLP

EX-16.1 3 v474861ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 September 19, 2017 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 We have read the section entitled “Changes In And Disagreements With Accountants On Accounting And Financial Disclosure” in the Current Report on Form 8-K of SMG Indium Resources Ltd., which we understand will be filed with the U.S. Securities and

August 14, 2017 10-Q

SMGI / SMG Indium Resources Ltd. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDIUM RESOURCES LT

May 12, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDIUM RESOURCES L

March 30, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDIUM RESOURCES L

March 30, 2017 EX-10.3

Consulting Services Agreement between the Company and Nano-Cap Advisor, LLC as amended on March 28, 2017.

Exhibit 10.3 Amended and Restated Consulting Services Agreement THIS AMENDED AND RESTATED CONSULTING SERVICES AGREEMENT is entered into as of March 28, 2017, by and between SMG Indium Resources Ltd., a Delaware corporation (the “Company”), and Nano-Cap Advisors LLC (“Consultant”). Background The Company and the Consultant entered into a certain Consulting Services Agreement dated January 23, 2016

March 30, 2017 EX-10.4

Consulting Services Agreement between the Company and Brack Advisors LLC as amended on March 28, 2017.

EX-10.4 3 v461782ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Amended and Restated Consulting Services Agreement THIS AMENDED AND RESTATED CONSULTING SERVICES AGREEMENT is entered into as of March 28, 2017, by and between SMG Indium Resources Ltd., a Delaware corporation (the “Company”), and Brack Advisors LLC (“Consultant”). Background The Company and the Consultant entered into a certain Consulting Serv

February 7, 2017 SC 13G/A

SMGI / SMG Indium Resources Ltd. / Anchorage Capital Group, L.L.C. Passive Investment

SC 13G/A 1 efc17-136fmsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* SMG INDIUM RESOURCES LTD. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 78454K102 (CUSIP Number) December 31, 2016 (Date of Event which Requires Filing of this Statement) Check t

November 14, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

10-Q 1 v45179610q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

August 12, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDIUM RESOURCES LT

June 9, 2016 SC 13G/A

SMGI / SMG Indium Resources Ltd. / Anchorage Capital Group, L.L.C. Passive Investment

SC 13G/A 1 efc16-394fmsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* SMG INDIUM RESOURCES LTD. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 78454K102 (CUSIP Number) May 31, 2016 (Date of Event which Requires Filing of this Statement) Check the ap

May 13, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDIUM RESOURCES L

May 5, 2016 SC 13D/A

SMGI / SMG Indium Resources Ltd. / Raging Capital Management, LLC - AMENDMENT NO. 8 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da80773801805042016.htm AMENDMENT NO. 8 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 8)1 SMG Indium Resources Ltd. (Name of Issuer) Common Stock (Title of Class of Secur

May 5, 2016 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 ex991to13da807738018050416.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of SMG Indium Resources Ltd. This

April 4, 2016 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 v4360708k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2016 SMG INDIUM RESOURCES LTD. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or othe

April 4, 2016 EX-16.1

You’ve Exceeded the SEC’s Traffic Limit

Exhibit 16.1 April 4, 2016 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for SMG Indium Resources Ltd. and, under the date of March 28, 2016, we reported on the financial statements of SMG Indium Resources Ltd. as of and for the years ended December 31, 2015 and 2014. On March 30, 2016, we were dismissed. We have read SMG I

March 28, 2016 EX-10.6

EX-10.6

EX-10.6 2 v434430ex10-6.htm EXHIBIT 10.6 Exhibit 10.6

March 28, 2016 EX-10.7

Consulting Services Agreement

Exhibit 10.7 Consulting Services Agreement THIS CONSULTING SERVICES AGREEMENT is entered into as of January 11, 2016, by and between SMG Indium Resources Ltd., a Delaware corporation (the “Company”), and Brack Advisors LLC (“Consultant”). Background The Company wishes to obtain the services of Consultant for certain purposes, and Consultant wishes to provide such services, all subject to the terms

March 28, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDIUM RESOURCES L

February 16, 2016 SC 13G/A

SMGI / SMG Indium Resources Ltd. / Anchorage Capital Group, L.L.C. Passive Investment

SC 13G/A 1 efc16-151fmsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* SMG INDIUM RESOURCES LTD. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 78454K102 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing of this Statement) Check t

December 14, 2015 SC 13D/A

SMGI / SMG Indium Resources Ltd. / Raging Capital Management, LLC - AMENDMENT NO. 7 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da7077380181214215.htm AMENDMENT NO. 7 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7 )1 SMG Indium Resources Ltd. (Name of Issuer) Common Stock Purchase Warrants Common

November 25, 2015 SC 13D/A

SMGI / SMG Indium Resources Ltd. / Raging Capital Management, LLC - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)1 SMG Indium Resources Ltd. (Name of Issuer) Common Stock Purchase Warrants Common Stock (Title of Class of Securities) 78454K110 78454K102 (CUSIP Number

November 23, 2015 8-K

SMG Indium Resources FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2015 SMG INDIUM RESOURCES LTD. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction of incorporation)

November 17, 2015 SC 13D/A

SMGI / SMG Indium Resources Ltd. / Raging Capital Management, LLC - AMENDMENT NO. 5 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 SMG Indium Resources Ltd. (Name of Issuer) Common Stock Purchase Warrants Common Stock (Title of Class of Securities) 78454K110 78454K102 (CUSIP Number

November 13, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDIUM RESOURC

September 10, 2015 8-K

Other Events

8-K 1 v4199948-k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 09, 2015 SMG INDIUM RESOURCES LTD. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other

August 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDIUM RESOURCES LT

May 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDIUM RESOURCES L

April 7, 2015 SC 13G/A

SMG Indium Resources 3G/A (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* SMG INDIUM RESOURCES LTD. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 78454K102 (CUSIP Number) December 31, 2014 ** (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

March 27, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark one) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54391 SMG INDIUM RESOURCES L

March 11, 2015 EX-17.1

March 10, 2015

Exhibit 17.1 March 10, 2015 Board of Directors SMG Indium Resources Ltd. 176 LaGuardia Ave. Staten Island, New York 10314 Attention: Ailon Z. Grushkin Re: Resignation as Chief Executive Officer Gentlemen: I, Alan C. Benjamin, hereby tender my resignation as the Chief Executive Officer of SMG Indium Resources Ltd., a Delaware corporation (the ?Company?), effective as of March 10, 2015. My resignati

March 11, 2015 EX-17.2

March 5, 2015

Exhibit 17.2 March 5, 2015 Board of Directors SMG Indium Resources Ltd. 176 LaGuardia Ave. Staten Island, New York 10314 Attention: Ailon Z. Grushkin Re: Resignation as Chief Operating Officer & Secretary Gentlemen: I, Richard A. Biele, hereby tender my resignation as the Chief Operating Officer and Secretary of SMG Indium Resources Ltd., a Delaware corporation (the ?Company?), effective as of Mar

March 11, 2015 8-K

SMG Indium Resources FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2015 SMG INDIUM RESOURCES LTD. (Exact name of registrant as specified in its charter) Delaware 000-54391 51-0662991 (State or other jurisdiction of incorporation) (Com

March 11, 2015 EX-10.1

Consulting Services Agreement

Exhibit 10.1 Consulting Services Agreement THIS CONSULTING SERVICES AGREEMENT is entered into as of March 10, 2015, by and between SMG Indium Resources Ltd., a Delaware corporation (the ?Company?), and Nano-Cap Advisors LLC (?Consultant?). Background The Company wishes to obtain the services of Consultant for certain purposes, and Consultant wishes to provide such services, all subject to the term

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