Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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 Number of Person
Authorized to Receive Notices and Communications)
October 29, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 78454K102 | 13D | Page 2 of 4 Pages |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
James E. Frye |
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| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ |
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| 3. |
SEC USE ONLY
|
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| 4. |
SOURCE OF FUNDS (see instructions) PF |
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| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | |||
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. |
SOLE VOTING POWER
10,013,154 | ||
| 8. |
SHARED VOTING POWER
-0- | |||
| 9. |
SOLE DISPOSITIVE POWER
10,013,154 | |||
| 10. |
SHARED DISPOSITIVE POWER
-0- |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,013,154 |
|||
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
|
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| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8% |
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| 14. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| CUSIP No. 78454K102 | 13D | Page 3 of 4 Pages |
Item 1. Security and Issuer.
This statement relates to common stock, par value $.001 per share (the “Common Stock”) of SMG Industries Inc. (the “Issuer”). The Issuer’s principal executive office is located at 710 N. Post Oak Road, Suite 400, Houston, Texas 77024.
Item 2. Identity and Background.
| (a) | This statement is filed by James E. Frye (“Frye”). |
| (b) | The address for Frye is 4090 N Hwy US 79, Palestine, Texas 75801. |
| (c) | Frye is a manager of the 5J Transportation Group and a director of the Issuer. |
| (d) | During the last five years, Frye has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, Frye has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction. |
| (f) | Frye is a citizen of the United States. |
Item 3. Source or Amount of Funds or Other Consideration.
The funds used to acquire shares of the Issuer’s Common Stock and convertible notes of the Issuer were Frye’s personal funds.
Item 4. Purpose of Transaction.
The securities purchased by Frye are for investment purposes.
Item 5. Interest in Securities of the Issuer.
| (a) | Frye, by virtue of his power to dispose or direct the disposition of and to vote or direct the vote of the shares of Common Stock on behalf of himself, is deemed to be the beneficial owner of 10,013,154 shares of Common Stock of the Issuer, which represents 24.8% of the Issuer’s issued and outstanding shares of Common Stock, based on 31,737,174 shares of the Issuer’s Common Stock issued and outstanding as of the date hereof plus the assumed conversion of convertible notes owned by Frye into an additional 8,707,090 shares of the Issuer’s Common Stock. |
| (b) | Number of Shares as to which Frye has: |
| (i) | Sole power to vote or to direct the vote |
Frye has sole voting power with respect to 10,013,154 shares of the Issuer’s Common Stock; and
| (ii) | Shared power to vote or direct the vote |
Frye has shared voting power with respect to zero shares of the Issuer’s Common Stock; and
| CUSIP No. 78454K102 | 13D | Page 4 of 4 Pages |
| (iii) | Sole power to dispose or to direct the disposition of |
Frye has the sole power to dispose or direct the disposition of 10,013,154 shares of the Issuer’s Common Stock; and
| (iv) | Shared power to dispose or to direct the disposition of |
Frye has shared power to dispose or direct the disposition of zero shares of the Issuer’s Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Frye is not party to any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| JAMES E. FRYE | |
|
/s/ James E. Frye James E. Frye | |
|
November 22, 2021 |