UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                  SCHEDULE 13D

                  UNDER THE SECURITIES EXCHANGE ACT OF 1934

                              PharmaFrontiers, Corp.
                                (Name of Issuer)

                    COMMON STOCK, PAR VALUE $.05 PER SHARE.
                         (Title of Class of Securities)

                                 7171EN 10 6
                                (CUSIP Number)

                                 Peter Smetek
                              4119 Montrose #230
                             Houston, Texas 77006
                                (832) 695-0096
                                --------------
     (Name,  Address  and  Telephone  Number  of  Person Authorized  to
                     Receive  Notices  and  Communications)

                              February 14, 2005
       (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].

NOTE:  Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.

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).


                                  SCHEDULE 13D


                              CUSIP NO. 7171EN 10 6

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      1.    NAME OF REPORTING PERSON
            S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            Peter Smetek and SMI RE, Ltd.
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      2.    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

            (a) X
            (b)

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      3.    SEC USE ONLY

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      4.    SOURCE OF FUNDS

            PF
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      5.    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
            PURSUANT TO ITEMS  2(d)  or  2(e)

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      6.    CITIZENSHIP OR PLACE OF ORGANIZATION

            US and Nevis
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      7.    SOLE VOTING POWER

            100,000

         NUMBER OF
          SHARES                  8.    SHARED VOTING POWER
      BENEFICIALLY
         OWNED  BY                      3,582,396*
      EACH REPORTING
          PERSON                  9.    SOLE DISPOSITIVE POWER
          WITH
                                        100,000

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                                  10.   SHARED DISPOSITIVE POWER

                                        3,582,396*
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      11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
            PERSON

            3,682,396*

*2,241,091 shares underlying currently outstanding warrants.
- ------------------------------------------------------------------------------

      12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
            EXCLUDES CERTAIN SHARES

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      13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            17.8%

- ------------------------------------------------------------------------------
      14.   TYPE OF REPORTING PERSON

            IN & CO
- ------------------------------------------------------------------------------

                                  SCHEDULE 13D

ITEM  1.  SECURITY AND ISSUER.

     This statement relates to the common stock, par value $.05 per share
(the "Common Stock"), of PharmaFrontiers, Corp, a Texas corporation (the
"Company" or the "Issuer").  The Company's principal executive offices are
located at 2635 Cresent Ridge Drive, The Woodlands, TX 77381.

ITEM  2.  IDENTITY AND BACKGROUND.

(a)  This Schedule is being filed by Peter Smetek.

(b)  The mailing address of Mr. Smetek is 4119 Montrose, #230, Houston, Texas
77006.

(c)  Mr. Smetek is a stockholder of the Company.

(d)  During the last five years, Mr. Smetek has not been convicted in any
     criminal proceeding (excluding traffic violations and similar
     misdemeanors).

(e)  During the last five years, Mr. Smetek was not a party to a civil
     proceeding of a judicial or administrative body of competent jurisdiction
     which, as a result of such proceeding, made him subject to a judgment,
     decree or final order enjoining future violations of, or prohibiting
     or mandating activities subject to, federal or state securities laws
     or finding any violation with respect thereto.

(f)  Mr. Smetek is a citizen of the United States.

ITEM  2.  IDENTITY AND BACKGROUND.

(a)  This Schedule is being filed by SMI RE, Ltd.

(b)  The mailing address of SMI RE, Ltd. is 1 Bank Lane, Nassau, Bahamas.

(c)  SMI RE Ltd. is a stockholder in the Company.

(d)  During the last five years, Mr. Smetek has not been convicted in any
     criminal proceeding (excluding traffic violations and similar
     misdemeanors).

(e)  During the last five years, Mr. Smetek was not a party to a civil
     proceeding of a judicial or administrative body of competent jurisdiction
     which, as a result of such proceeding, made him subject to a judgment,
     decree or final order enjoining future violations of, or prohibiting
     or mandating activities subject to, federal or state securities laws
     or finding any violation with respect thereto.

(f)  SMI RE, Ltd. is organized in Nevis.


ITEM  3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

      Personal Funds

ITEM  4.  PURPOSE OF TRANSACTION.

     Investment

ITEM  5.  INTEREST IN SECURITIES OF THE ISSUER.

(a)  According to the Company, there were 20,609,545 shares of Common Stock
outstanding as of November 2, 2005.  Mr. Smetek is the direct owner of
100,000 shares and an indirect owner of 3,582,396* shares of Common Stock,
which represents approximately 17.8% of the outstanding shares of the
Company's Common Stock.

(b)  Mr. Smetek has the sole power to direct the vote of 100,000 shares
and the shared power to direct the vote of 3,582,396* shares of Common Stock
owned by him and the sole power to direct the disposition of 100,000 shares
and the shared power to direct the disposition of 3,582,396* shares.

*2,241,091 shares underlying currently outstanding warrants.

(c)  Except as set forth in this Schedule 13D, there have been no sales or
purchases with respect to the Company's shares effected during the past sixty
days by Mr. Smetek.

(d)  Not Applicable.

(e)  Not Applicable.

ITEM  6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.

Except as described above and elsewhere in this Schedule 13D, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among Mr. Smetek and any other person with respect to any securities of
the Company.

ITEM  7.  MATERIAL TO BE FILED AS EXHIBITS.

None; not applicable.

                                    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.

Dated: 11/4/05

/s/ Peter Smetek
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Peter Smetek