SC 13D 1 smetek13d.txt SCHEDULE 13D 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 ------------------------------------------------------------------------------ 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter Smetek and SMI RE, Ltd. ------------------------------------------------------------------------------ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) X (b) ------------------------------------------------------------------------------ 3. SEC USE ONLY ------------------------------------------------------------------------------ 4. SOURCE OF FUNDS PF ------------------------------------------------------------------------------ 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ------------------------------------------------------------------------------ 6. CITIZENSHIP OR PLACE OF ORGANIZATION US and Nevis ------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER 3,582,396* ------------------------------------------------------------------------------ 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 ------------------------------------------------------------------------------ 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 -------------------------- Peter Smetek