Amended Current Report Filing (8-k/a)
September 09 2019 - 5:04PM
Edgar (US Regulatory)
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
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000-54391
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51-0662991
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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710 N. Post Oak Road, Suite 315
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Houston, Texas
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77024
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(713-821-3153)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Ticker symbol(s)
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Name of each exchange on which registered
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None
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N/A
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N/A
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
EXPLANATORY
NOTE
On June 26, 2019,
SMG Industries Inc. (the "Company") completed its acquisition of Trinity Services, LLC, a Louisiana limited liability
company ("Trinity") pursuant to an Agreement and Plan of Share Exchange by and among the Company, Trinity and the sole
member of Trinity. Big Vehicle & Equipment Company LLC (“Big Vehicle”), a Louisiana limited liability company is
a wholly-owned subsidiary of Trinity.
This Amendment
No. 2 on Form 8-K/A is being filed by the Company to amend the Current Report on Form 8-K filed on June 7, 2019 (the “Original
Report”) and Amendment No. 1 to Form 8-K/A filed on July 10, 2019 (the "Amendment No.1 to Original Report"), solely
to provide the disclosures required by Item 9.01 of the Form 8-K that were not previously filed with the Original Report or Amendment
No. 1 to Original Report. Except as provided herein, the disclosures made in the Original Report remain unchanged.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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(a)
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Financial Statements of Business Acquired.
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The combined audited financial statements of Trinity and Big Vehicle for the year ended December 31, 2018 and 2017 are filed herewith as Exhibit 99.1.
The combined unaudited financial statements of Trinity and Big Vehicle for the three months ended March 31, 2019 and 2018 are filed herewith as Exhibit 99.2.
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(b)
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Pro
Forma Financial Information. The unaudited pro forma combined balance sheet for the Company as of March 31, 2019 and unaudited
pro forma combined statement of operations for the Company for the three months ended March 31, 2019 and for the year ended December
31, 2018, and the notes to the unaudited pro forma combined financial statements, all giving effect to the acquisition by the
Company of Trinity are filed herewith as Exhibit 99.3.
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The
Exhibit Index below is incorporated herein by reference.
EXHIBIT INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: September 9, 2019
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SMG Industries Inc.
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By:
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/s/ Matthew Flemming
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Name:
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Matthew Flemming
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Title:
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Chief Executive Officer and President
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