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 | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| 710 N. Post Oak Road, Suite 315 | ||
| Houston, Texas | 77024 | |
| (Address of principal executive offices) | (Zip Code) |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ¨
ITEM 7.01 REGULATION FD DISCLOSURE
SMG Industries Inc. (the “Registrant”) issued a press release on April 29, 2019, pursuant to which it disclosed preliminary revenue results for the three-month period ended March 31, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and will be made available in the “Investor Relations” section on the Registrant's website, at http://www.smgindustries.com.
The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
The information furnished in this report shall not be deemed to constitute an admission that such information is required to be furnished pursuant to Regulation FD or that such information or exhibits contains material information that is not otherwise publicly available. In addition, the Registrant does not assume any obligation to update such information in the future.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (d) | Exhibit 99.1 | Press release dated April 29, 2019 |
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: May 1, 2019 | SMG Industries Inc. | |
| By: | /s/ Matthew Flemming | |
| Name: | Matthew Flemming | |
| Title: | Chief Executive Officer and President | |
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 growth-oriented oilfield services company operating in the Southwest United States today announced its preliminary unaudited results of its consolidated revenues for the quarter ended March 31, 2019 is expected to be $1.7 million, representing an increase of approximately 71% or $702 thousand from the first quarter of 2018, and a subsequent increase of $470 thousand from the previous quarter ended December 31, 2018.
The Company's First Quarter 2019 Quarterly Report on Form 10-Q is due on or before May 15, 2019 and will include unaudited full consolidated financial results and management's discussion and analysis.
Mr. Matt Flemming, CEO of SMG, stated: "SMG Industries executed on its buy and build strategy in 2018. Currently, the Company is pursuing additional and accredive acquisitions in 2019 with a plan to diversify across the drilling, completions and production market segments of the business."
About SMG Industries, Inc.: SMG Industries is a rapidly growing oilfield services company that operates throughout the Southwest United States. Through its wholly-owned operating subsidiaries, the Company offers an expanding suite of products and services across the market segments of drilling, completions and production. MG Cleaners LLC, serves the drilling market segment with proprietary branded products including detergents, surfactants and degreasers (such as Miracle Blue®) as well equipment and services crews that perform on-site repairs, maintenance and drilling rig wash services. SMG's rental division includes an inventory of over 800 bottom hole assembly (BHA) oil tools such as stabilizers, drill collars, crossovers and bit subs rented to oil companies and their directional drillers. SMG's frac water management division, know as Momentum Water Transfer, focuses in the completion or fracing market segment providing high volume above ground equipment and temporary infrastructure to route water used on location for fracing. SMG Industries, Inc. headquartered in Houston, Texas has facilities in Carthage, Odessa and Alice, Texas.
Read more at www.SMGindustries.com and www.MGCleanersllc.com and www.MomentumWTS.com.
Contact: Matthew Flemming, SMG Industries, Inc. +713-821-3153