Statement of Ownership (sc 13g)
26 Março 2021 - 5:18PM
Edgar (US Regulatory)
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 to Receive Notices and Communications)
August 20, 2020
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
¨ Rule
13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*
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
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13G
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Page 2 of 3 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven H. Madden
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
10,675,066
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6.
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SHARED VOTING POWER
4,584,000
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7.
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SOLE DISPOSITIVE POWER
10,675,000
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8.
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SHARED DISPOSITIVE POWER
4,584,000
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,259,066
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
47.6%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN
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CUSIP No. 78454K102
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13G
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Page 3 of 3 Pages
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Item 1.
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(a)
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Name of Issuer
SMG Industries Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
710 N. Post Oak Road, Suite 315
Houston, Texas 77024
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Item 2.
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(a)
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Name of Person Filing
Steven H. Madden
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(b)
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Address of the Principal Office or, if none, residence
9821 Katy Freeway #880
Houston, Texas 77024
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(c)
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Citizenship
United States
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(d)
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Title of Class of Securities
Common Stock, Par Value $.001 per share
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(e)
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CUSIP Number
78454K102
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Item 3. If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 15,259,066
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(b)
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Percent of class: 47.6%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote 10,675,066.
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(ii)
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Shared power to vote or to direct the vote 4,584,000.
Because Steven Madden is the managing member of Apex Heritage Investments,
LLC (AHI), Mr. Madden has the power to direct the affairs of (AHI), including the voting of 4,209,000 shares of Common Stock beneficially
owned by AHI. Therefore, Mr. Madden is deemed to share voting power with AHI with regard to those shares of Common Stock.
Because Steven Madden is the Manager of the Madden Heritage Foundation,
Mr. Madden has the power to direct the affairs of Madden Heritage Foundation, including the voting of 375,000 shares of Common Stock beneficially
owned by the Madden Heritage Foundation. Therefore, Mr. Madden is deemed to share voting power with Madden Heritage Foundation with regard
to those shares of Common Stock.
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(iii)
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Sole power to dispose or to direct the disposition of 10,675,066
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(iv)
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Shared power to dispose or to direct the disposition of 4,584,000.
Because Steven Madden is the managing member of Apex Heritage Investments,
LLC (AHI), Mr. Madden has the power to direct the affairs of AHI, including the disposition of 4,209,000 shares of Common Stock beneficially
owned by AHI. Therefore, Mr. Madden is deemed to share dispositive power with AHI with regard to those shares of Common Stock.
Because Steven Madden is the Manager of the Madden Heritage Foundation,
Mr. Madden has the power to direct the affairs of Madden Heritage Foundation, including the disposition of 375,000 shares of Common Stock
beneficially owned by the Madden Heritage Foundation. Therefore, Mr. Madden is deemed to share dispositive power with Madden Heritage
Foundation with regard to those shares of Common Stock.
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Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following ¨ .
Instruction.
Dissolution of a group requires a response to this item.
Item 6. Ownership of More than Five Percent on Behalf
of Another Person. N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company. N/A
Item 8. Identification and Classification of Members
of the Group.
See Exhibit 99.1 attached hereto.
Item 9. Notice of Dissolution of Group. N/A
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
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03/26/2021
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Date
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/s/ Steven H. Madden
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Signature
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Steven H. Madden, Individually
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Name/Title
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SMG Industries (CE) (USOTC:SMGI)
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