10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

OR

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number 000-54391

periods beginning after December

SMG INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	51-0662991
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
710 N. Post Oak Road, Suite 315
Houston, Texas	77024
(Address of Principal Executive Offices)	(Zip Code)

(713) 821-3153

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x     No  ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   x  Yes     ¨   No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ¨	Accelerated filer  ¨
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)	Smaller reporting company  x
	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 7(a)(2)(B) of the Securities Act.  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨  No x

The number of shares of Common Stock, par value $0.001 per share, outstanding as of November 14, 2019 was 14,881,372.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
None	N/A	N/A

SMG INDUSTRIES INC.

Table of Contents

		Page
Part I	Financial Information
Item 1.	Financial Statements		1
	Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 (Unaudited)		1
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)		2
	Consolidated Statements of Stockholders’ Deficit for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)		3
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)		4
	Notes to Unaudited Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		19
Item 3.	Qualitative and Quantitative Disclosures about Market Risk		23
Item 4.	Controls and Procedures		23
Part II	Other Information
Item 1.	Legal Proceedings		23
Item 1A.	Risk Factors		23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		24
Item 3.	Defaults upon Senior Securities		24
Item 4.	Mine Safety Disclosures		24
Item 5.	Other Information		24
Item 6.	Exhibits		24
	Signatures		24

SMG INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

	September 30,			December 31,
	2019			2018
ASSETS
Current assets:
Cash and cash equivalents	$	13,353		$	1,608
Accounts receivable, net of allowance for doubtful accounts of $147,015 and $25,000		1,967,075			703,959
Inventory		149,413			140,662
Assets held for sale		30,000			42,300
Prepaid expenses and other current assets		136,951			96,871
Total current assets		2,296,792			985,400
Property and equipment, net of accumulated depreciation of $609,753 and $306,155		4,342,037			1,998,009
Other assets		20,386			27,631
Right of use assets - operating lease		311,473			-
Intangible assets, net of accumulated amortization $32,092 and $10,344		307,908			329,656
Goodwill		185,751			185,751
Total assets	$	7,464,347		$	3,526,447
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	1,908,564		$	968,507
Accounts payable - related party		-			21,000
Accrued expenses and other liabilities		401,317			207,911
Right of use liabilities - operating leases short term		128,969			-
Right of use liabilities -  finance leases short term		62,389			-
Deferred revenue		-			39,877
Secured line of credit		1,348,916			593,888
Current portion of note payable - related party		51,932			62,750
Current portion of unsecured notes payable		160,375			131,126
Current portion of secured notes payable, net		1,085,994			328,328
Current portion of capital lease liability		-			53,728
Total current liabilities		5,148,456			2,407,115
Long term liabilities:
Convertible note payable, net		248,306			161,970
Note payable - related party, net of current portion		12,003			46,913
Notes payable - secured, net of current portion		1,343,140			967,846
Right of use liabilities - operating leases, net of current portion		188,504			-
Right of use liabilities -  finance leases, net of current portion		27,403			-
Capital lease liability, net of current portion		-			40,552
Total liabilities		6,967,812			3,624,396
Commitments and contingencies
Stockholders' deficit
Preferred stock - $0.001 par value; authorized 1,000,000 shares as of September 30, 2019 and December 31, 2018; issued and outstanding 2,000 and none at September 30, 2019 and December 31, 2018		2			-
Common stock - $0.001 par value; authorized 25,000,000 shares as of September 30, 2019 and December 31, 2018; issued and outstanding 14,451,372 and 11,910,690  at September 30, 2019 and December 31, 2018		14,451			11,911
Additional paid in capital		4,456,856			1,567,567
Accumulated deficit		(3,974,774	)		(1,677,427	)
Total stockholders' deficit		496,535			(97,949	)
Total liabilities and stockholders' deficit	$	7,464,347		$	3,526,447

The accompanying notes are an integral part of these consolidated unaudited financial statements

1

SMG INDUSTRIES INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the three and nine months ended September 30, 2019 and 2018

(unaudited)

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
REVENUES	$	2,064,516		$	1,026,949		$	4,911,401		$	3,192,432
COST OF REVENUES		1,621,841			582,922			3,999,156			1,742,431
GROSS PROFIT		442,675			444,027			912,245			1,450,001
OPERATING EXPENSES:
Selling, general and administrative		815,871			667,277			2,491,317			1,682,259
Total operating expenses		815,871			667,277			2,491,317			1,682,259
LOSS FROM OPERATIONS		(373,196	)		(223,250	)		(1,579,072	)		(232,258	)
OTHER INCOME (EXPENSE)
Gain (loss) on settlement of liabilities		31,494			(2,549	)		(73,764	)		9,291
Gain on sales of assets		-			14,000			-			14,000
Interest expense, net		(264,473	)		(67,895	)		(644,511	)		(199,099	)
NET LOSS	$	(606,175	)	$	(279,694	)	$	(2,297,347	)	$	(408,066	)
Net Loss Per Share
Basic	$	(0.04	)	$	(0.03	)	$	(0.17	)	$	(0.04	)
Diluted	$	(0.04	)	$	(0.03	)	$	(0.17	)	$	(0.04	)
Weighted average shares outstanding
Basic		14,332,823			10,336,470			13,493,944			9,986,415
Diluted		14,332,823			10,336,470			13,493,944			9,986,415

The accompanying notes are an integral part of these consolidated unaudited financial statements

2

SMG INDUSTRIES, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

For the nine months ended September 30, 2019 and 2018

(unaudited)

									Additional
	Preferred Stock				Common Stock				Paid In			Accumulated
	Shares		Value		Shares		Value		Capital			Deficit			Total
Balances at December 31, 2018		-	$	-		11,910,690	$	11,911	$	1,567,567		$	(1,677,427	)	$	(97,949	)
Shares issued for cash		-		-		936,000		936		233,064			-			234,000
Shares issued to settle liabilities		-		-		27,046		27		12,552			-			12,579
Share based compensation		-		-		-		-		34,420			-			34,420
Net loss		-		-		-		-		-			(710,262	)		(710,262	)
Balances at March 31, 2019		-		-		12,873,736		12,874		1,847,603			(2,387,689	)		(527,212	)
Shares issued for cash		-		-		500,000		500		124,500			-			125,000
Shares issued to settle liabilities		-		-		511,370		511		203,014			-			203,525
Share based compensation		-		-		200,000		200		38,249			-			38,449
Shares issued for acquisition of Trinity		2,000		2		-		-		1,799,998			-			1,800,000
Warrants issued with notes payable - debt discount		-		-		-		-		165,094			-			165,094
Net loss		-		-		-		-		-			(980,910	)		(980,910	)
Balances at June 30, 2019		2,000		2		14,085,106		14,085		4,178,458			(3,368,599	)		823,946
Shares issued to settle liabilities		-		-		366,266		366		111,740			-			112,106
Share based compensation		-		-		-		-		166,658			-			166,658
Net loss		-		-		-		-		-			(606,175	)		(606,175	)
Balances at  September 30, 2019		2,000	$	2		14,451,372	$	14,451	$	4,456,856		$	(3,974,774	)	$	496,535
Balances at December 31, 2017		-	$	-		8,865,190	$	8,865	$	(56,940	)	$	(534,049	)	$	(582,124	)
Shares issued for cash		-		-		1,140,000		1,140		224,904			-			226,044
Net income		-		-		-		-		-			19,743			19,743
Balances at March 31, 2018		-		-		10,005,190		10,005		167,964			(514,306	)		(336,337	)
Shares issued for cash		-		-		250,000		250		49,750			-			50,000
Shares issued to settle liabilities		-		-		4,000		4		2,596			-			2,600
Share based compensation		-		-		-		-		14,991			-			14,991
Net loss		-		-		-		-		-			(148,115	)		(148,115	)
Balances at June 30, 2018		-		-		10,259,190		10,259		235,301			(662,421	)		(416,861	)
Shares issued to settle liabilities		-		-		7,500		8		5,542			-			5,550
Shares issued for services		-		-		50,000		50		8,180			-			8,230
Shares issued for assets		-		-		1,000,000		1,000		699,000						700,000
Share based compensation		-		-		-		-		18,790			-			18,790
Beneficial conversion feature on convertible notes		-		-		-		-		100,000			-			100,000
Warrants issued with note payable		-		-		-		-		17,476			-			17,476
Net loss		-		-		-		-		-			(279,694	)		(279,694	)
Balances at September 30, 2018		-	$	-		11,316,690		11,317	$	1,084,289		$	(942,115	)	$	153,491

The accompanying notes are an integral part of these consolidated unaudited financial statements

3

SMG INDUSTRIES INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2019 and 2018

(unaudited)

	2019			2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,297,347	)	$	(408,066	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		239,527			42,012
Depreciation and amortization		338,784			66,933
Amortization of deferred financing costs		204,960			117,972
Amortization of right of use assets - operating leases		129,212			-
Impairment expense		12,300			-
Gain (loss) on settlement of liabilities		87,923			(9,291	)
Bad debt expense (recovery)		10,087			10,407
Gain (loss) on disposal of assets		(1,758	)		(13,386	)
Changes in:
Accounts receivable		68,410			(214,588	)
Inventory		(8,751	)		(6,442	)
Prepaid expenses and other current assets		14,306			26,504
Other assets		-			(32,541	)
Accounts payable		586,825			207,911
Accounts payable related party		-			(45,585	)
Accrued expenses and other liabilities		193,406			78,694
Right of use operating lease liabilities		(123,212	)		-
Deferred revenue		(39,877	)		-
Net cash used in operating activities		(585,205	)		(179,466	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of Trinity Services LLC		(449,051	)		-
Proceeds from the sale of property and equipment		-			14,000
Cash paid for purchase of property and equipment		(163,768	)		(95,869	)
Net cash used in investing activities		(612,819	)		(81,869	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from secured line of credit, net		711,809			134,937
Proceeds from notes payable		-			211,243
Payments on notes payable		-			(367,572	)
Payments on ROU liabilities - finance leases		(48,376	)		-
Proceeds from sales of common stock		359,000			-
Proceeds from notes payable, related party		125,239			43,100
Payments on notes payable, related party		(170,967	)		(67,504	)
Payments on capital lease liability		-			(24,275	)
Payments on MG Cleaners acquisition - related party		(21,000	)		(29,000	)
Proceeds from notes payable		480,000			-
Payments on notes payable		(275,936	)		-
Proceeds from convertible notes payable		50,000			250,000
Proceeds from sales of common stock, net		-			276,044
Net cash provided by financing activities		1,209,769			426,973
NET CHANGE IN CASH AND CASH EQUIVALENTS		11,745			165,638
CASH AND CASH EQUIVALENTS, beginning of period		1,608			85,570
CASH AND CASH EQUIVALENTS, end of period	$	13,353		$	251,208
Supplemental disclosures:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	221,140		$	79,146
Noncash investing and financing activities
Shares issued for equipment purchase	$	-		$	700,000
Capitalization of ROU assets and liabilities - finance	$	43,888		$	-
Capitalization of ROU assets and liabilities - operating	$	352,785		$	-
Shares issued for acquisition of Trinity	$	1,800,000		$	-
Intangible assets acquired from issuance of note payable, related party	$	-		$	150,000
Purchase of fixed assets with note payable	$	-		$	41,481
Property and equipment purchased with capital lease	$	-		$	131,718
Settlement of accounts payable with note payable	$	259,193		$	-
Warrants issued with notes payable - debt discount	$	165,094		$	17,476
Expenses paid by related party	$	-		$	8,034
Shares issued to settle liabilities	$	138,016		$	5,000
Beneficial conversion feature on convertible notes payable				$	100,000
Settlement of notes payable with common stock issuance	$	102,274		$	-
Prepaid expenses financed with note payable	$	-		$	75,931

The accompanying notes are an integral part of these consolidated unaudited financial statements

4

SMG INDUSTRIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 — BACKGROUND AND BASIS OF PRESENTATION

SMG Industries Inc. (the “Company” or “SMG”) is a corporation established pursuant to the laws of the State of Delaware on January 7, 2008. The Company original business was the acquisition and stockpile of a rare metal known as Indium used in cell phones and other industrial applications. The Company eventually sold its stockpile and distributed most of the proceeds to its stockholders via special dividends and share repurchases.

On September 19, 2017, the Company entered the domestic oilfield services market and executed an Agreement and Plan of Share Exchange with MG Cleaners LLC, a Texas based company focused on selling products and services to drilling rig contractors and oilfield customers.

On September 19, 2017, SMG acquired one hundred percent of the issued and outstanding membership interests of MG Cleaners LLC pursuant to which MG Cleaners LLC became our wholly-owned subsidiary. In connection with the acquisition, we issued 4,578,276 shares and agreed to pay $300,000 in cash to its Managing MG Member, payable with $250,000 at closing and the remaining $50,000 paid upon the completion of the Company’s sale of a minimum of $500,000 of its securities in a private offering to investors. The $50,000 liability was recorded as an Accounts Payable – Related Party on the balance sheet. On January 30, 2018 the Company changed its name from SMG Indium Resources Ltd. to its present name SMG Industries Inc.

The merger was accounted for as a reverse acquisition with MG Cleaners LLC being treated as the accounting acquirer. As such, the historical information for all periods presented prior to the merger date relate to MG Cleaners LLC. Subsequent to the merger date, the information relates to the consolidated entities of SMG with its subsidiary MG Cleaners LLC.

The Company today is a growth-oriented oilfield services company that operates throughout the domestic Southwest United States. Through its wholly-owned operating subsidiaries, the Company offers an expanding suite of products and services across the oilfield 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 as equipment and service crews that perform on-site repairs, maintenance and drilling rig wash services. SMG's oil tools rental division includes an inventory of more than 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, known 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. Trinity Services LLC provides lease roads, location and pad development using construction equipment to build drilling pad locations and well site services using a work over rig to perform services on existing wells. SMG Industries, Inc. headquartered in Houston, Texas has facilities in Carthage, Waskom, Odessa and Alice, Texas.

The accompanying unaudited interim financial statements of SMG Industries Inc. (“we”, “our”, “SMG” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2018 and 2017 which are included on our Form 10-K filed on April 1, 2019. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for years ended December 31, 2018 and 2017 have been omitted.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basic and Diluted Net Loss per Share

The Company presents both basic and diluted net loss per share on the face of the statements of operations. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted per share calculations give effect to all potentially dilutive shares of common stock outstanding during the period, including stock options and warrants, and using the treasury-stock method. If anti-dilutive, the effect of potentially dilutive shares of common stock is ignored. For the nine months ended September 30, 2019, 820,000 of stock options, 895,001 of warrants, 4,000,000 shares issuable from Series A Preferred Stock and 600,000 shares issuable from convertible notes were considered for their dilutive effects. For the nine months ended September 30, 2018, 1,165,000 of convertible notes, stock options and warrants were considered for their dilutive effects.

5

	September 30, 2019			September 30, 2018
Basic and Diluted Loss
Net Loss	$	(2,297,347	)	$	(408,066	)
Basic and Dilutive Shares:
Weighted average basic shares outstanding		13,493,944			9,986,415
Net dilutive stock options		-			-
Dilutive shares		13,493,944			9,986,415

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). Under ASU No. 2016-2, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, The Company adopted this standard on January 1, 2019 using the modified retrospective method. The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs; and all of the new standard’s available transition practical expedients.

On adoption, the Company recognized additional operating liabilities of $287,519, with corresponding Right of Use assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for its existing operating leases.

The new standard also provides practical expedients for a company’s ongoing accounting. The Company elected the short-term lease recognition exemption for its leases. For those leases with a lease term of 12 months or less, the Company will not recognize ROU assets or lease liabilities. The Company also made an accounting policy election to combine lease and non-lease components of operating leases for all asset classes.

NOTE 3 – GOING CONCERN

The Company considered its going concern disclosure requirements in accordance with ASC 240-40-50. The Company concluded that its negative working capital and negative cash flows from operating are conditions that raised substantial doubt about the Company’s ability to continue as a going concern. Without a successful plan in place from management these conditions could negatively impact the Company’s ability to meets its financial obligations over the next year. In response, the Company has implemented a plan to alleviate such substantial concern as follows. The Company plans to continue to generate additional revenue (and improve cash flows from operations) partly related to the Company’s acquisition of an additional operating company in 2019 and partly related to the Company cross-selling additional sales initiatives already implemented with the acquisition’s additional customer base. In addition, costs at the Company’s frac water division were reduced in 2019 bringing them more in line with current revenues in that area. As a result, following this plan substantial doubt about the Company’s ability to continue as a going concern is alleviated.

NOTE 4 – REVENUE

Disaggregation of revenue

The Company disaggregates revenue between services and products revenue. All revenues are currently in the southern region of the United States.

	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Service revenue	$	1,446,111	$	438,207	$	2,855,066	$	1,501,789
Product revenue		618,405		588,742		2,056,335		1,690,643
Total revenue	$	2,064,516	$	1,026,949	$	4,911,401	$	3,192,432

Customer Concentration and Credit Risk

During the nine months ended September 30, 2019, three of our customers accounted for approximately 38% of our total gross revenues, with customers each accounting for 16%, 12% and 10% respectively. No other customers exceeded 10% of revenues during the nine months ended September 30, 2019.  During the nine months ended September 30, 2018, two of our customers accounted for approximately 52% of our total gross revenues, with individual customers accounting for 21% and 31%.  No other customers exceeded 10% of revenues during the 2018 period.

6

Three customers accounted for approximately 48% of accounts receivable at September 30, 2019, and three customers accounted for approximately 51% of accounts receivable at December 31, 2018. No other customers exceeded 10% of accounts receivable as of September 30, 2019 and December 31, 2018. The Company believes it will continue to reduce the customer concentration risks by engaging new customers and by increasing activity with existing, less active customers and relatively smaller, newer customer relationships. While the Company continues to acquire new customers in an effort to grow and reduce its customer concentration risks, management believes these risks will continue for the foreseeable future.

NOTE 5 - INVENTORY

Inventory consisted of the following components:

	September 30, 2019		December 31, 2018
Raw materials and supplies	$	35,215	$	8,690
Work in progress		-		-
Finished and purchased products		114,198		131,972
Total inventory	$	149,413	$	140,662

NOTE 6 – LONG-LIVED ASSETS

Property and equipment at September 30, 2019 and December 31, 2018 consisted of the following:

	September 30, 2019			December 31, 2018
Equipment	$	4,018,194		$	1,409,237
Downhole oil tools		700,000			700,000
Vehicles		161,667			151,497
Furniture, fixtures and other		71,929			43,430
		4,951,790			2,304,164
Less: accumulated depreciation		(609,753	)		(306,155	)
	$	4,342,037		$	1,998,009

Depreciation expense for the nine months ended September 30, 2019 and 2018 was $317,036 and $60,658 respectively.

Intangible assets

Intangible assets as of September 30, 2019 are related to the acquisition of the RigHands™ assets and the acquisition of tradenames of Momentum Water Transfer Services LLC.

7

Intangible assets at September 30, 2019 and December 31, 2018 consisted of the following:

	Useful Life (yr)		September 30, 2019			December 31, 2018
RigHands (Trademark & Formula)		15	$	150,000		$	150,000
MWST Tradename		10		190,000			190,000
				340,000			340,000
Less: accumulated amortization				(32,092	)		(10,344	)
			$	307,908		$	329,656

Amortization expense for the nine months ended September 30, 2019 and 2018 was $21,748 and $6,275, respectively. Future amortization of the intangible assets for the years ended December 31, 2019, 2020, 2021, 2022, 2023 and beyond are $29,000, $29,000, $29,000, $29,000, $29,000 and $184,894, respectively.

NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses as of September 30, 2019 and December 31, 2018 included the following:

	September 30, 2019		December 31, 2018
Payroll and payroll taxes  payable	$	203,505	$	84,916
Sales tax payable		75,661		67,124
Interest payable		69,541		12,325
Credit cards payable		5,226		-
Other		47,384		43,546
Total Accrued Expenses	$	401,317	$	207,911

8

NOTE 8 – NOTES PAYABLE

Notes payable included the following:

	September 30,			December 31,
	2019			2018
Notes payable:
Secured note payable issued on October 15, 2010 and refinanced in January 2015 for purchase of all membership interest, bearing interest of 6% per year and due in monthly installments ending September 25, 2022.	$	147,608		$	180,552
Secured note payable issued August 14, 2017, bearing interest of 7.25% per year, due in monthly installments ending August 1, 2021.		-			49,885
Secured finance facility issued February 2, 2017, bearing effective interest of 6%, due monthly installments ending August 20, 2020.		13,434			25,960
Secured note payable issued January 2, 2018, bearing interest of 6.29% per year, due in monthly installments ending January 2023.		29,635			35,562
Secured funding advance agreement issued June 27, 2018, bearing effective interest of 20%, due in daily installments ending April 2019, principal balance $143,965, net of deferred financing costs of $43,412.		-			143,965
Secured note payable issued to a shareholder who controls approximately 8.8% of votes December 7, 2018, bearing interest of 10% per year, due one year after issuance, principal balance $100,000, net of deferred financing costs of $19,924.		100,000			100,000
Secured note payable issued to a shareholder who controls approximately 7.5% of votes December 7, 2018, bearing interest of 10% per year, due one year after issuance, principal balance $100,000, net of deferred financing costs of $19,924.		100,000			100,000
Secured note payable issued December 7, 2018, bearing interest of 10% per year, due one year after issuance, principal balance $100,000, net of deferred financing costs of $19,923.		100,000			100,000
Secured note payable issued on December 7, 2018 related to the acquisition of Momentum Water Transfer Services LLC, bearing interest of 6% per year and due in monthly installments of $7,500, with a maturity date of December 8, 2023.		792,469			800,000
Secured note payable issued to a shareholder who controls approximately 8.8% of votes May 1, 2019, bearing interest of 10% per year, due July 1, 2019, principal balance $100,000. Note was extended to September 30, 2019.		100,000			-
Secured note payable issued to a shareholder who controls approximately 8.8% of votes May 1, 2019, bearing interest of 10% per year, due September 30, 2019.		80,000			-
Various notes payable secured by equipment of Big Vehicle & Equipment Company, LLC, bearing interest ranging from 2.72% to 8% maturing through August 2023.		701,941			-
Secured note payable issued September 20, 2019, bearing interest of 12% per year, due in monthly installments ending December 2019.		200,000			-
Secured note payable issued July 26, 2019, bearing interest of 7% per year, due in monthly installments ending July 2020		123,818			-
		2,488,905			1,535,924
Less discounts		(59,771	)		(239,750	)
Less current maturities		(1,085,994	)		(328,328	)
Long term debt, net of current maturities	$	1,343,140		$	967,846

On October 15, 2010, the former managing member of MG Cleaners purchased MG Cleaners from the previous membership interest owners. In connection with that transaction, a $450,000 seller note was issued to the sellers. The note bears an interest rate of 8% and principal and interest payments are made monthly. The remaining principal balance of $307,391 was refinanced by the note holder in January 2015, bearing an interest rate of 6.00%, with principal and interest payments due monthly. The note is secured by the land and building originally occupied by SMG, and said property is no longer occupied.

9

On August 14, 2017, we refinanced a note payable for $66,348. The unsecured note bears an interest rate of 7.25% per annum, has 47 monthly payments of $1,400, with a balloon payment of $12,086 at maturity on August 1, 2021. The refinanced amount is identical to the remaining principal balance under the previous loan, thus no gain or loss has been recognized.

On February 2, 2017, we refinanced two truck notes existing with a community bank for one new note of $53,610. The term was principal and interest payments monthly over 42 months with an interest rate of 6%. The note is secured by certain trucks and equipment of the Company. The refinanced amount is identical to the remaining principal balance under the previous loan.

On January 2, 2018, we financed a truck with a note to a bank. The $41,481 note has an interest rate of 6.29% and payments of principal and interest are paid monthly. The note is secured by the truck purchased. This note matures in January 2023.

On December 7, 2018, the Company issued and sold secured promissory notes in the aggregate principal amount of $300,000 to three separate purchasers. In addition to the issuance of the Notes an aggregate of 500,000 warrants (“Warrants”) were issued to the purchasers of the Notes. The Warrants are exercisable for a period of five years and are exercisable at $0.40 per share. Interest on the Notes shall be paid to the purchasers at a rate of 10.0% per annum, paid on a quarterly basis, and the maturity date of the Note is one year after the issuance date. The Notes are secured by all of the assets of the Company and the assets of MWTS, subject to prior liens and security interests. The warrants were valued at $203,337 and recorded as a discount to the notes payable. The discount will be amortized over the life of the notes payable.

On December 7, 2018 the Company issued a 6% note to the MWTS Member in the amount of $800,000 as part of the purchase price for MWTS. The note requires monthly payment of $7,500, matures December 8, 2023 and is secured by all the assets of the Company subject to prior security interests.

On January 11, 2019 the Company issued a $100,000 10% note to a shareholder who controls approximately 8.8%. The note matures on December 7, 2019 and is secured by a junior lien against the Company assets. In April 2019, the Company issued 511,370 shares of its restricted common stock with a fair value of $203,525 to settle this $100,000 note payable and $2,274 accrued interest in full. The transaction resulted in a loss on settlement of $101,251.

In May 2019, the Company issued a promissory note in the amount of $100,000 with a maturity date of July 1, 2019 to an individual accredited investor. The Company issued a five-year warrant to purchase 100,000 shares of the Company’s common stock at a fixed price of $0.30. The warrants were valued $44,091 and recorded as a debt discount that was fully amortized as of September 30, 2019. On June 18, 2019, the Company issued 150,000 warrants with an exercise price of $0.30 and a term of ten years in exchange for an extension of the maturity date of the note through September 30, 2019. The warrants were valued at $67,223 and will be amortized over the extension period of the note. The promissory note is currently past due. The Company is negotiating an extension with the note holder.

In June 2019, the Company issued a promissory note in the amount of $80,000 to an individual accredited investor. The Company issued a ten-year warrant to purchase 120,000 shares of the Company’s common stock at a fixed price of $0.30 per share. The warrants were valued at $53,780 and recorded as a debt discount. As of September 30, 2019, $53,780 was amortized leaving a discount balance of $0. The promissory note is currently past due. The Company is negotiating an extension with the note holder.

On July 26, 2019, the Company paid a vendor payable that totaled $247,637, by issuing a promissory note in the name of its frac water company Jake Oilfield Solutions LLC for $123,819. The interest rate was 7% with principal and interest due at maturity July 25, 2020. The remaining balance of $123,818 was converted into 353,766 shares of SMG’s restricted common stock.

On September 20, 2019, the Company issued a $200,000 12% promissory note. The note is due and payable in three monthly installments, the first two installments are interest only and the third and final installment for the balance of the principal and accrued interest is due at maturity December 20, 2019.

Funding Advance Agreements – included with secured notes

On June 27, 2018, the Company re-financed and paid off a prior liability due to Libertas Funding LLC. The new facility had an original principal balance of $347,500. Payments of principal and interest are paid daily. This note matured in May 2019 and was paid in full. During the nine months ended September 30, 2019, $43,411 of debt discount was amortized to interest expense.

10

Future maturities of secured notes payable as of September 30, 2019 are as follows:

2019	$	863,204
2020		399,461
2021		334,940
2022		262,843
2023		628,457
Total	$	2,488,905

Notes Payable – Unsecured

	September 30,			December 31,
	2019			2018
Financed insurance premium, Note Payable issued on June 8, 2018, bearing interest of 6.5% per year and due in monthly installments ending April 1, 2019	$	-		$	31,126
Unsecured note payable with a shareholder who controls approximately 7.5% of votes.  Note issued on August 10, 2018 for $40.000, due December 30, 2018 (extended to June 30, 2019) and 10% interest per year, balance of payable is due on demand. Additional $25,000 advanced and due on demand		40,000			65,000
Unsecured advances from the sellers of Momentum Water Transfer Services LLC, non-interest bearing and due on demand		35,000			35,000
Unsecured note with vendor, issued a $135,375 10% promissory note due at October 30, 2019. The note was issued in exchange for of settlement of accounts payable.		85,375			-
		160,375			131,126
Less current maturities		(160,375	)		(131,126	)
Long term debt, net of current maturities	$	-		$	-

Notes Payable (Related Party)

On February 12, 2018, the Company’s wholly-owned subsidiary, MG Cleaners LLC (“MG”) entered into an Intellectual Property Sale Agreement (“Agreement”) with Stephen Christian, MG’s President, for the purchase of RigHands™ an industrial strength hand cleaner product line. RigHands™ is a trademarked branded product which is focused on the oilfield and industrial markets. MG issued a promissory note to Mr. Christian for the purchase price in the amount of $150,000. The note bears interest at the rate of 5% per year and is payable in 36 equal monthly installments of $4,496. As of September 30, 2019 and December 31, 2018, $63,935 and $101,220 remains outstanding with $51,932 and $54,307, respectively included as a current liability.

During the nine months ended September 30, 2019, Stephen Christian advanced $201,661 to the Company and was repaid $210,103 by the Company. As of September 30, 2019 and December 31, 2018, $0 and $8,443 remained outstanding, respectively, with no specific repayment terms or stated interest rate.

Accounts Receivable Financing Facility (Secured Line of Credit)

On May 11, 2017, SMG Industries, Inc., formerly SMG Indium Resources Ltd., (the “Borrower”) entered into a $1 million revolving accounts receivable financing facility with Crestmark Bank. The financing facility provides for the Borrower to have access to the lesser of (i) $1 million or (ii) 85% of Net Amount of Eligible Receivables (as defined in the financing agreement). The financing facility is paid for by the assignment of the Borrower’s accounts receivable to Crestmark Bank and is secured by the Borrower’s assets. The financing facility has an interest rate of 7.25% in excess of the prime rate reported by the Wall Street Journal per annum, with a floor minimum rate of 11.5%. There were no loan origination or closing fees and we paid $1,330 to Crestmark to reimburse them for documentation, legal and audit fees. Interest and maintenance fees will be calculated on the higher of the average monthly loan balance from the prior month or a minimum average loan balance of $200,000. The financing facility is for an initial term of two-years and will renew on a year to year basis, unless terminated in accordance with the financing agreement. If the facility is terminated prior to the first anniversary, Borrower is obligated to pay Crestmark Bank a fee of $20,000 and if terminated after the first anniversary and prior to the second anniversary then Borrower shall pay a fee of $5,000. After the second anniversary of the financing facility, no exit fee is due. Crestmark has a senior security interest in the Borrower’s assets. The balance of this line of credit was $1,348,916 and $593,888 as of September 30, 2019 and December 31, 2018, respectively.

11

As part of our arrangement with Crestmark Bank our customers pay accounts receivable directly to a lock-box. Crestmark Bank is then paid back for prior advances on the Company’s Eligible Receivables. During the nine months ended September 30, 2019, the Company received total cash proceeds of $1,851,690 and repaid $1,830,831 of the Line of Credit via Crestmark Bank withholding amount collected in our lock-box. In addition, Crestmark withheld $74,352 to pay for interest and fees.  Net proceeds received during the nine months ended September 30, 2019 on this facility were $95,211.

During the nine months ended September 30, 2018, the Company received total cash proceeds of $2,919,038 and repaid $2,837,610 of the Line of Credit via Crestmark Bank withholding amount collected in our lock-box. In addition, Crestmark withheld $53,509 to pay for interest and fees. Net proceeds received during the nine months ending September 30, 2018 on this facility were $134,937.

On June 19, 2019, each of MG Cleaners LLC (“MG”), Trinity Services LLC (“Trinity”) and Jake Oilfield Solutions LLC (“Jake”), each of which is a wholly-owned subsidiary of the Company, entered into separate revolving accounts receivable financing facilities (collectively the “AR Facility”) with Catalyst Finance L.P. (“Catalyst”). The AR Facility was funded on June 27, 2019. The new AR Facility with Catalyst was used to pay off the Crestmark facility in full. The AR Facility provides for the Company, through MG, Trinity and Jake, to have access to up to 90% of the net amount of eligible receivables (as defined in the financing agreement). The AR Facility is paid for by the assignment of the accounts receivable of each of MG, Trinity and Jake to Catalyst and is secured by all instruments and proceeds related thereto. The AR Facility has an interest rate of 2.25% in excess of the prime rate reported by the Wall Street Journal per annum, plus a financing fee equal to 0.20% of the receivable balance every 15 days, with a maximum cumulative rate of 1.6%.   There are no origination fees, monitoring or early termination fees. The AR Facility can be terminated by the Company with thirty days written notice. The Company is a guarantor of the financing facility and our subsidiaries as borrowers have cross-collateralized their accounts receivable with this facility.

On June 27, 2019, an accounts receivable financing company funding a total of $1,317,304 pursuant to the AR facility. Of the amounts funded $500,000 was paid directly to the seller of Trinity, $43,219 was used to pay off notes payable of MG Cleaners, $714,239 was used to pay off the Crestmark liability and the remaining $59,846 was deposited to the Company’s bank account.

The balances under the above lines of credit was $1,348,916 and $593,888 as of September 30, 2019 and December 31, 2018, respectively.

Convertible Notes Payable

On September 28, 2018, the Company entered into a secured note purchase agreement with an individual accredited investor for the purchase and sale of a convertible promissory note (“Convertible Note”) in the principal amount of $250,000. The Convertible Note is convertible at any time after the date of issuance into shares of the Company’s common stock at a conversion price of $0.50 per share. Interest on the Note shall be paid to the investor at a rate of 8.5% per annum, paid on a quarterly basis, and the maturity date of the Convertible Note is two years after the issuance date. The Convertible Note is secured by all of the assets of the Company, subject to prior liens and security interests. The Company evaluated the Convertible Note and determined is a conventional convertible instrument. As a result, a beneficial conversion feature was calculated as $100,000 at the time of issuance and recorded as a discount. During the nine months ended September 30, 2019, $36,295 of the discount was amortized.

In April 2019, the Company issued a convertible promissory note in the amount of $50,000 to an individual accredited investor. The note bears an interest rate of 8 ½ %, payable in cash quarterly, matures in two years and is convertible at any time into shares of the Company’s common stock at a fixed conversion price of $0.50 (fifty cents) per share.

NOTE 9 – COMMON AND PREFERRED STOCK

During the year ended December 31, 2018, the Company issued a total of 80,000 common shares to three consultants for services. During the nine months ended September 30, 2019, the Company recognized expense of $31,896 related to these services. In May 2019, the Company issued a total of 200,000 common shares to consultants for services. During the nine months ended September 30, 2019, the Company recognized expense of $38,449 related to these services.

During the nine months ended September 30, 2019, the Company issued 393,312 shares of its restricted common stock in settlement of $138,012 of liabilities. The fair value of the common stock issued was $124,685 resulting in a gain on settlement of $13,328.

During the nine months ended September 30, 2019, the Company issued 1,436,000 shares of its restricted common stock for proceeds of $359,000 from accredited investors.

In April 2019, the Company issued 511,370 shares of its restricted common stock to settle a $100,000 note payable and accrued interest of $2,474 in full that was originally issued in January 2019.

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Preferred Stock – Series A Convertible Preferred stock

On June 4, 2019 the company filed a Certificate of Designation of Preferences, Rights and Limitations of 3% Series “A” Convertible Preferred Stock to create a new class of stock in connection with its pending acquisition. This Series A Convertible Preferred stock has designated 2,000 shares, has a stated value of $1,000 per share and was delivered to the seller of Trinity Services LLC at closing.

The Series A Preferred Stock shall, with respect to dividend distributions and distributions upon liquidation, winding up or dissolution of the Corporation, rank senior to all classes of Common Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation existing or hereafter created. The Series A Preferred Stock shall pay a three percent (3%) annual dividend on the outstanding Series A Preferred Stock, all of which shall be accrued until the Series A Preferred Stock has been converted.

At any time from issuance, the stated value of each outstanding share of Series A Preferred Stock, plus accrued dividends thereon, shall be convertible (in whole or in part), at the option of the Holder into shares of the Company’s Common Stock at a fixed conversion price of $0.50 per share on the date on which the Holder notices a conversion. 

All outstanding shares of Series A Preferred Stock shall automatically convert into shares of the Company’s Common Stock upon the earlier to occur of: (i) twelve months after the date of issuance of the Series A Preferred Stock; or (ii) six months after the date of issuance of the Series A Preferred Stock, provided that (a) all shares of the Company’s Common Stock issued upon conversion may be sold under Rule 144 or pursuant to an effective registration statement without a restriction on resale, and (b) the average closing price of the Company’s Common Stock has been at least of $0.60 per share during the twenty (20) trading days prior to the date of conversion.

The Holders shall have the right to receive notice of any meeting of holders of Common Stock or Series A Preferred Stock and to vote upon any matter submitted to a vote of the holders of Common Stock or Series A Preferred Stock, on an as-converted basis. Except as otherwise expressly set forth in the Certificate of Incorporation (including this Certificate of Designation), the Holders shall vote on each matter submitted to them with the holders of Common Stock and all other classes and series of Capital Stock entitled to vote on such matter, taken together as a single class, if any.

NOTE 10 – STOCK OPTIONS AND WARRANTS

Summary stock option information is as follows:

									Weighted
	Aggregate			Aggregate			Exercise		Average
	Number			Exercise Price			Price Range		Exercise Price
Outstanding, December 31, 2018		640,000		$	320,350			$0.24 - $2.18	$	0.50
Granted		300,000			135,000			0.45	$	0.45
Exercised		-			-			-		-
Cancelled, forfeited or expired		(120,000	)		(77,850	)		0.37 - 2.18		0.65
Outstanding, September 30, 2019		820,000		$	377,500			$0.24 - $2.00	$	0.46
Exercisable, September 30, 2019		786,667		$	351,167			$0.24 - $2.00	$	0.45

During the nine months ended September 30, 2019 the Company issued 100,000 common stock options to each of the three independent directors. The options vest immediately, have an exercise price of $0.45 and a five-year term.

The weighted average remaining contractual life is approximately 3.23 years for stock options outstanding on September 30, 2019. At September 30, 2019 there was $66,300 in intrinsic value of outstanding stock options. During the nine months ended September 30, 2019 and 2018 share based compensation expense of $147,431 and $42,012 was recognized, respectively.

13

Summary Stock warrant information is as follows:

							Weighted
	Aggregate		Aggregate		Exercise		Average
	Number		Exercise Price		Price Range		Exercise Price
Outstanding, December 31, 2018		525,001	$	218,750		$0.40 - $0.75	$	0.42
Granted		370,000		111,000		0.30		0.30
Exercised		-		-		-		-
Cancelled, forfeited or expired		-		-		-		-
Outstanding, September 30, 2019		895,001	$	329,750		$0.30 - 0.75	$	0.37
Exercisable, September 30, 2019		895,001	$	329,750		$0.30 - 0.75	$	0.37

The weighted average remaining contractual life is approximately 5.73 years for stock warrants outstanding on September 30, 2019. At September 30, 2019 there was $78,760 in intrinsic value of outstanding stock warrants.

NOTE 11 – ACQUISITION

Trinity Services LLC

On June 3, 2019 we entered into an Agreement and Plan of Share Exchange dated as of such date (the “Trinity Exchange Agreement”) with Trinity Services LLC, a Louisiana limited liability company (“Trinity”) and the sole member of Trinity (the “Trinity Member”). We completed the closing of the acquisition of Trinity on June 26, 2019 (“Closing Date”). On the Closing Date, pursuant to the Exchange Agreement, we acquired one hundred percent (100%) of the issued and outstanding membership interests of Trinity (“Trinity Membership Interests”) from the Trinity Member pursuant to which Trinity became our wholly owned subsidiary (“Trinity Acquisition”). In accordance with the terms of the Trinity Exchange Agreement, and in connection with the completion of the Acquisition, on the Closing Date we: (i) issued 2,000 shares of our 3% Series A Secured Convertible Preferred Stock (“Preferred Stock”), stated value $1,000 per share, (ii) paid $500,000 in cash to the Trinity Member, and (iii) assumed approximately $850,000 in notes related to equipment owned by Trinity (“Purchase Price”).

The Preferred Stock is convertible at $0.50 per share at any time after the issuance thereof and is secured by all of the unencumbered assets of Trinity. All outstanding shares of Preferred Stock shall automatically convert into shares of the Company’s common stock upon the earlier to occur of: (i) twelve months after the date of issuance of the Preferred Stock; or (ii) six months after the date of issuance of the Preferred Stock, provided that (a) all shares of the Company’s common stock issued upon conversion of the Preferred Stock may be sold under Rule 144 or pursuant to an effective registration statement without a restriction on resale, and (b) the average closing price of the Company’s common stock has been at least of $0.60 per share during the twenty (20) trading days prior to the date of conversion.

All of the shares of Preferred Stock, and the shares of the Company’s Common Stock underlying the Preferred Stock, issued in connection with the Acquisition are restricted securities, as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Such shares were issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder. The Preferred Stock issued has a stated value of $2,000,000. The fair value of the shares was based on an as if converted to common stock basis.

The acquisition of Trinity is being accounted for as a business combination under ASC 805. The Company is continuing to gather evidence to evaluate what identifiable intangible assets were acquired, such as a customer list, and the fair value of each, and expects to finalize the fair value of the acquired assets within one year of the acquisition date. The following information summarizes the provisional purchase consideration and preliminary allocation of the fair values assigned to the assets at the purchase date:

Preliminary Purchase Price:
Cash, net	$	500,000
Common Stock issued		1,800,000
Total purchase consideration	$	2,300,000
Preliminary Purchase Price Allocation
Cash	$	50,949
Accounts receivable		1,255,613
Prepaid expenses		47,141
Property and equipment		2,537,650
Right of use assets – operating leases		87,900
Accounts payable and accrued expenses		(750,438	)
Right of use assets – operating leases		(87,900	)
Notes payable		(840,915	)
	$	2,300,000

14

The Company’s consolidated revenue and net loss for the three and nine months ended September 30, 2019 include revenue of $1,098,191 and $1,148,63, respectively and net income of $100,374 and $65,855, respectively related to the operations of Trinity since the acquisition date.

Momentum Water Transfer Services

On December 7, 2018 (“Closing Date”), we entered into an Agreement and Plan of Share Exchange dated as of such date (the “Exchange Agreement”) with Momentum Water Transfer Services LLC, a Texas limited liability company (“MWTS”) and the sole member of MWTS (the “MWTS Member”). On the Closing Date, pursuant to the Exchange Agreement, we acquired one hundred percent (100%) of the issued and outstanding membership interests of MWTS (“MWTS Membership Interests”) from the MWTS Member pursuant to which MWTS became our wholly owned subsidiary (“MWTS Acquisition”). In accordance with the terms of the Exchange Agreement, and in connection with the completion of the Acquisition, on the Closing Date we issued 550,000 shares of our common stock, par value $0.001 per share, paid $308,000 in cash, issued a short term payable of $53,710 that is due on demand and issued a 6% note to the MWTS Member in the amount of $800,000 in exchange for all of the issued and outstanding MWTS Membership Interests.

Unaudited Pro Forma Financial Information

The following schedule contains pro-forma consolidated results of operations for the three and nine months ended September 30, 2019 and 2018 as if the Trinity acquisition occurred on January 1, 2018 and as if the MWTS Acquisition had occurred on January 1, 2017. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2018, or of results that may occur in the future.

	Three months ended September 30, 2019			Three months ended September 30, 2018			Nine months ended September 30, 2019			Nine months ended September 30, 2018
Revenue	$	2,064,516		$	2,245,281		$	7,841,062		$	7,191,759
Operating loss	$	(385,204	)	$	(269,927	)	$	(1,467,172	)	$	(239,005	)
Net loss	$	(552,175	)	$	(361,939	)	$	(2,223,316	)	$	(458,010	)
Loss per common share – basic and diluted	$	(0.04	)	$	(0.03	)	$	(0.16	)	$	(0.05	)

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Employment Agreements

On October 31, 2017, and made effective as of September 20, 2017, the Company entered into an employment agreement with Stephen Christian, the former Managing Member, and current President, of our subsidiary MG Cleaners LLC and EVP of SMG. The term is for three years with a monthly salary of $8,333 for the first six months of the effective date and $10,000 a month thereafter. Other terms include payment of Mr. Christian’s health care insurance, use of a company truck and other customary benefits. Termination without cause, as defined in the agreement, grants Mr. Christian six months’ severance pay. In May 2019, the Company adjusted the pay to $14,167 per month.

On October 31, 2017, and made effective October 1, 2017, the Company entered into an employment agreement with Matthew Flemming, our Chief Executive Officer. The term is for three years with a monthly salary of $15,000 for the period. The terms of the agreement also include providing health care, auto allowance of $750 per month if a car is not provided by the Company, and other customary benefits. Termination without cause, as defined in the agreement, grants Mr. Flemming six months’ severance pay.

15

Litigation

In May 2018, MG Cleaners LLC, a wholly owned subsidiary of SMG Industries, Inc. was sued in the US District Court for the Western District of Texas, Houston Division, Civil action no. 4:18-cv-00016; Christopher Hunsley et. al. vs MG Cleaners LLC. Five former employees of MG Cleaners, the Plaintiffs, filed claims under the Fair Labor Standards Act (FLSA) asserts amongst other things unpaid overtime wages. The Company adamantly denies these claims.

SMG Industries has litigated this matter for several months and considered a range of outcomes for this matter and determined that management’s best estimated amount to settle this matter is for $40,000, expected to be settled during the fiscal year 2019. As such, management believes it is appropriate to accrue for this in our 2019 financial statements.

From time to time, SMG may be subject to routine litigation, claims, or disputes in the ordinary course of business. Other than the above listed matter, in the opinion of management; no other pending or known threatened claims, actions or proceedings against SMG are expected to have a material adverse effect on SMG’s financial position, results of operations or cash flows. SMG cannot predict with certainty, however, the outcome or effect of any of the litigation or investigatory matters specifically described above or any other pending litigation or claims. There can be no assurance as to the ultimate outcome of any lawsuits and investigations.

NOTE 13 – LEASES

The Company has operating and finance leases for sales and administrative offices, motor vehicles and certain machinery and equipment. The Company’s leases have remaining lease terms of 1 year to 4 years. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that the Company will exercise those options. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the initial ROU asset or lease liability. The Company's lease agreements do not contain any material restrictive covenants.

The components of lease cost for operating and finance leases for the three and nine months ended September 30, 2019 were as follows:

	Three Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2019
Lease Cost
Operating lease cost	$	109,529	$	212,439
Finance lease cost
Amortization of right-of-use assets		10,476		28,216
Interest on lease liabilities		4,969		17,207
Total finance lease cost	$	15,445	$	45,423
Short-term lease cost	$	134,082	$	474,726
Variable lease cost		-		-
Sublease income		-		-
Total lease cost	$	259,056	$	732,588

Supplemental cash flow information related to leases was as follows:

	Nine Months Ended
	September 30, 2019
Other Lease Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	123,212
Operating cash flows from finance leases	$	17,207
Financing cash flows from finance leases	$	48,376

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The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at September 30, 2019:

	September 30, 2019
Lease Position
Operating Leases
Operating lease right-of-use assets	$	311,473
Right of use liability operating lease short term	$	128,969
Right of use liability operating lease long term		188,504
Total operating lease liabilities	$	317,473
Finance Leases
Equipment	$	166,255
Accumulated depreciation		(41,792	)
Net Property	$	124,463
Long-term debt due within one year		62,389
Long-Term Debt		27,403
Total finance lease liabilities	$	89,792

The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable.

	September 30, 2019
Lease Term and Discount Rate
Weighted-average remaining lease term (years)
Operating leases		3.6
Finance leases		1.9
Weighted-average discount rate
Operating leases		13.0	%
Finance leases		11.6	%

The following table provides the maturities of lease liabilities at September 30, 2019:

At September 30, 2019, the Company had no additional leases which had not yet commenced.

	Operating			Finance
	Leases			Leases
Maturity  of Lease Liabilities at September 30, 2019
2019	$	62,454		$	58,923
2020		132,317			15,769
2021		106,861			15,769
2022		47,673			10,404
2023		24,000			1,287
2024 and thereafter		10,000			-
Total future undiscounted lease payments	$	383,305		$	102,152
Less: Interest		(65,832	)		(12,360	)
Present value of lease liabilities	$	317,473		$	89,792

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Future minimum lease payments for operating leases accounted for under ASC 840, "Leases," with remaining non-cancelable terms in excess of one year at December 31, 2018 were as follows:

Minimum Lease Commitments at December 31, 2018
2019	$	145,940
2020		39,940
2021		18,340
2022		-
2023		-
Total	$	204,220

During the nine months ended September 30, 2019, the Company entered into two new leases for forklifts that were determined to be finance leases under ASC 842. One lease is for a period of three years, with monthly payments of $671 and the second lease is for a period of 48 months with monthly payments of $644. The Company capitalized an asset and right of use finance lease liability of $43,888 related to these finance leases.

The Company also entered into two new operating leases for two vehicles. Each lease is for a period of four years, with monthly payments of $875 per vehicle. The Company recognized initial right of use assets and right of use operating lease liabilities of $65,266 in total for these vehicles. The Company also acquired an operating lease for office and warehouse space as part of the Trinity Acquisition and recognized a right of use asset and operating lease liability of $87,900 as part of the purchase price accounting. This lease is for a term of 60 months with a monthly payment of $2,000.

NOTE 14 – RELATED PARTY TRANSACTIONS

On September 19, 2017, in connection with the acquisition of MG Cleaners, we issued 4,578,276 shares and agreed to pay $300,000 in cash to its Managing MG Member payable with $250,000 at closing and the remaining $50,000 paid upon the completion of the Company’s sale of a minimum of $500,000 of its securities in a private offering to investors. As of September 30, 2019 and December 31, 2018 amounts due under this arrangement are $0 and $21,000, respectively.

The Company engaged the services of a Director, Mr. John Boylan, effective February 11, 2019, whereby Mr. Boylan was paid as a consultant to the Company in connection with its mergers and acquisition work, whereby Mr. Boylan provided us with mergers and acquisition support including economic analysis, financial modeling and due diligence. Mr. Boylan was paid $13,000 per month for his services. In June 2019 Mr. Flemming, Mr. Boylan and Mr. Christian were each awarded a bonus of $12,500 related to their efforts in closing the Trinity acquisition.

On July 30, 2019 the Company appointed R. Michael Villarreal to the Board of Directors filling the position left by the passing in early July 2019 of Director John Boylan. The Company appointed Mr. Boylan Board member Emeritus status in honor of his service to the Company.

NOTE 15 – SUBSEQUENT EVENTS

On October 1, 2019, we entered into a second amendment to a secured promissory note to extend the maturity of the secured note held by a stockholder to June 30, 2020 and capitalizing the accrued interest of $4,559 where the total principal of the promissory note is now $44,559. All other terms of the note remained. In connection with this amendment, we issued a new common stock purchase warrant for 40,000 shares, with a ten-year term and a fixed exercise price of $0.15 per share and customary other provisions.(Note to Document: This is also discussed in the second item of Notes Payable – Unsecured)

On October 4, 2019, we sold for $30,000 property categorized on our balance sheet as an asset held for sale. This vacant property acquired by MG Cleaners years earlier is located in Carthage, Texas and not a part of our current operations. The original MG Cleaners seller note was secured by this property and received the proceeds of this sale of approximately $30,000. The seller note had a balance of $147,608 at the time of the sale of property. The remainder of the note was retired and paid in full by issuing 400,000 restricted shares of our common stock.

Subsequent to September 30, 2019, we issued 30,000 shares of our restricted common stock and 25,000 fully vested common stock options with a five-year term and exercisable at $0.25 for accounting consulting services.

On October 2, 2019 we entered into a premium finance note on behalf of Trinity’s insurance renewal for its $125,377 annual premium. At execution, $21,009 was paid down with ten equal payments for the remainder and a 5.5% per annum interest rate.

On October 28, 2019 we entered into a premium finance note on behalf of the Company for its insurance renewal for its $114,993 annual premium. At execution, $21,073 was paid down with ten equal payments for the remainder and a 6.5% per annum interest rate.

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In November 2019, we received a total of $630,080, net of closing costs, in return for an assignment and transfer to a specialty finance company of a specified percentage of the proceeds of each collection of future receipts received by us, collectively "Future Receipts" until the finance company has received the purchased amount of $910,000. This transaction is accounted for as a short term secured loan, with deferred financing costs of $279,920 recognized on the date of incurrence as a discount. Pursuant to the agreement we have discounted early payoff options.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Note Regarding Forward-Looking Statements

Unless otherwise indicated, the terms “SMG Industries,” “SMG,” the “Company,” “we,” “us,” and “our” refer to SMG Industries Inc., and our wholly-owned subsidiaries MG Cleaners LLC, Momentum Water Transfer Services LLC, Jake Oilfield Solutions LLC, Trinity Services LLC and our SMG Oil Tools division.  In this Quarterly Report on Form 10-Q, we may make certain forward-looking statements, including statements regarding our plans, strategies, objectives, expectations, intentions and resources that are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

The statements contained in this Quarterly Report on Form 10-Q that are not historical fact are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended.  Forward-looking statements may be identified by the use of forward-looking terminology such as “should,” “could,” “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intends,” “continue,” or similar terms or variations of those terms or the negative of those terms.  These statements appear in a number of places in this Form 10-Q and include statements regarding the intent, belief or current expectations of SMG Industries Inc. Forward-looking statements are merely our current predictions of future events. Investors are cautioned that any such forward-looking statements are inherently uncertain, are not guaranties of future performance and involve risks and uncertainties. Actual results may differ materially from our predictions. There are a number of factors that could negatively affect our business and the value of our securities, including, but not limited to, fluctuations in the market price of our common stock; changes in our plans, strategies and intentions; changes in market valuations associated with our cash flows and operating results; the impact of significant acquisitions, dispositions and other similar transactions; our ability to attract and retain key employees; changes in financial estimates or recommendations by securities analysts; asset impairments; decreased liquidity in the capital markets; and changes in interest rates. Such factors could materially affect our Company's future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to our Company. Although we have sought to identify the most significant risks to our business, we cannot predict whether, or to what extent, any of such risks may be realized, nor is there any assurance that we have identified all possible issues that we might face.  We assume no obligation to update our forward-looking statements to reflect new information or developments. We urge readers to carefully review and consider the various disclosures we make in this report and our other reports filed with the Securities and Exchange Commission (“SEC”) that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business including the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018.

Overview

We are a growth-oriented oilfield services company that operates throughout the Southwest United States. Through our wholly-owned operating subsidiaries, we offer 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 as equipment and service crews that perform on-site repairs, maintenance and drilling rig wash services. Our SMG rental division includes an inventory of approximately 800 bottom hole assembly (BHA) oil tools such as stabilizers, drill collars, crossovers and bit subs rented to oil companies and directional drillers. Our frac water management division, known as Momentum Water Transfer Services LLC, focuses on the completion or fracing market segment providing high volume above ground equipment and temporary infrastructure to route water used on location for fracing. Trinity Services LLC performs lease road, location build, pad drilling sites and frac pits for its customers. Trinity also performs well site services with work-over and swab rigs.

We are headquartered in Houston, Texas with facilities in Odessa, Carthage, Waskom and Alice, Texas. Our web sites are  www.SMGIndustries.com, www.MGCleanersllc.com and www.MomentumWTS.com.

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On September 19, 2017, we entered into an exchange agreement with all of the members of MG Cleaners, LLC (“MG”) pursuant to which we acquired one hundred percent of the issued and outstanding membership interests of MG (“MG Membership Interests”) pursuant to which MG became our wholly-owned subsidiary. In connection with the acquisition, we issued 4,578,276 shares and agreed to pay $300,000 in cash ($250,000 in cash at closing) to the MG Members.

The acquisition of MG Cleaners LLC by SMG Industries Inc. (formerly SMG Indium Resources Ltd.) on September 19, 2017, was accounted for as a reverse acquisition with MG Cleaners as the acquirer of SMG Industries for accounting purposes. The financial statements presented in this Annual Report on Form 10-K are presented as a continuation of the operations of MG Cleaners LLC with one adjustment to retroactively adjust the membership interests of MG Cleaners LLC to reflect the legal capital of SMG Industries prior to the September 19, 2017 acquisition, and one adjustment to eliminate the accumulated deficit of SMGI in accordance with the recapitalization of MG. 

On September 27, 2018, we acquired approximately 800 downhole oil tools which include stabilizers, crossovers, drilling jars, roller reamers and bit subs, including both non-mag and steel units in exchange for the issuance of an aggregate of one million (1,000,000) shares of our common stock to the sellers.

On December 7, 2018, we acquired one hundred percent of the issued and outstanding membership interests (“MWTS Membership Interests”) of Momentum Water Transfer Services LLC, a Texas limited liability company (“MWTS”) pursuant to which MWTS became our wholly-owned subsidiary (the “MWTS Acquisition”). In connection with the MWTS Acquisition, we issued 550,000 shares of our common stock, paid $361,710 in cash to the MWTS Members and issued a note payable to the MWTS Member in the aggregate amount of $800,000.

On June 26, 2019, we acquired one hundred percent of the issued and outstanding membership interests (“Trinity Membership Interests”) of Trinity Services LLC, a Louisiana limited liability company (“Trinity”) pursuant to which Trinity became our wholly-owned subsidiary (the “Trinity Acquisition”). In connection with the Trinity Acquisition, we issued 2,000 shares of our 3% Series A Secured Convertible Preferred Stock (“Preferred Stock”), stated value $1,000 per share, paid $500,000 in cash to the Trinity Member, and we assumed approximately $850,000 in notes related to equipment owned by Trinity.

As a result of our acquisition of MG, MWTS, Trinity and the downhole oil tools, our growth-oriented oilfield service company can expand the service lines and market segments of which it focuses in the onshore domestic United States market. Through our operating subsidiaries we offer the following products and services:

For the Drilling Market Segment:

lease road build drilling pad site development and reserve pit construction;

rig wash of drilling rigs;

product sales including degreasers, surfactants and detergents, that remove oil based mud from drilling rigs;

rig cleaning equipment sales including industrial pressure washers;

parts sales for our installed base on equipment;

Mechanic and service repair crews for cleaning equipment on location for drilling rig operators;

rentals of equipment on day rates or other terms for drilling rig contractors to clean rigs; and

Down hole bottom hole assembly (BHA) tools such as stabilizers, drill collars and cross over subs to directional driller and operators.

For the Completions Market Segment:

Frac water transfer services that provide for sending high volumes of water from a source such as a pond, river, lake or frac pit to a frac location using miles of lay flat frac hose, pumps and equipment; and

Frac pit construction.

 For the Production Market Segment:

Well site services including work over rigs and swab rigs that perform jobs to keep oil and gas operators wells running.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (ASU 2016-02). Under ASU No. 2016-2, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016-02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, The Company adopted this standard on January 1, 2019 using the modified retrospective method. The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs; and all of the new standard’s available transition practical expedients.

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On adoption, the Company recognized additional operating liabilities of $287,519, with corresponding Right of Use assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for its existing operating leases. The Company’s existing capital lease under ASC 840 is classified as a finance lease under ASC 842, with a total finance liability of $94,280 at adoption. See Note 13 for additional information on leases.

The new standard also provides practical expedients for a company’s ongoing accounting. The Company elected the short-term lease recognition exemption for its leases. For those leases with a lease term of 12 months or less, the Company will not recognize ROU assets or lease liabilities. The Company also made an accounting policy election to combine lease and non-lease components of operating leases for all asset classes. 

Critical Accounting Policies and Estimates

The preparation for financial statements and related disclosures in conformity with United States generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. For a description of our significant accounting policies, see the Company’s audited financial statements for the year ended December 31, 2018, included in the Company’s Form 10-K as filed with the SEC on April 1, 2019. Of these policies, the following are considered critical to an understanding of the Company’s condensed financial statements as they require the application of the most difficult, subjective and complex judgments: (1) Use of Estimates, (2) Share-Based Payment Arrangements, and (3) Income Taxes. Management will base its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates under different assumptions or conditions.

Results of Operations

Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Our sales for the three months ended September 30, 2019 were $2,064,516, an increase of approximately 101%, from $1,026,949 for the three months ended September 30, 2018. The increase in revenues for the three months ended September 30, 2019 was primarily attributable to the additional revenues of the Trinity Services LLC acquisition concluded on June 27, 2019 not present in the year ago comparable period.

During the three months ended September 30, 2019, cost of sales increased as a percentage of sales to 78.5% of revenues, or $1,621,841, compared to 56.8% of revenues or $582,922, for the comparable 2018 period. The increase in cost of sales as a percentage of revenues is primarily the result of the net margin mix impacted by the Trinity Services acquisition not present in the year ago period, and higher parts costs associated with our MG Cleaners business.

For the three months ended September 30, 2019, selling, general and administrative expenses increased to $815,871, or 39.5% of sales, representing an increase of $148,594, from $667,277 or 64.9% of sales for the three months ended September 30, 2018. This decrease in selling, general and administrative expenses as a percentage of sales in the third quarter of 2019 over the third quarter of 2018 was primarily due to higher sales covering more fixed costs within SG&A partially offset by higher sales costs and wages.

Other expense, net was $232,979, an increase of $176,535 for the three months ended September 30, 2019 compared to the third quarter in 2018. The increase in other expense during the three months ended September 30, 2019 resulted from higher interest expense with our revolving line of credit, funding agreements and notes payable, partially offset by a gain on settlement of liabilities compared to the three months ended September 30, 2018.

During the three months ended September 30, 2019 we incurred a net loss of $606,175, or $0.04 per basic and diluted earnings per share. For the three months ended September 30, 2018 we incurred a net loss of $279,694 or $0.03 per basic and diluted earnings per share. The net loss in the quarter ended September 30, 2019 resulted primarily from higher cost of revenues and selling, general and administrative expenses resulting in a loss from operations as well as higher interest expenses, compared to the third quarter 2018. The basic weighted average number of shares of common stock outstanding was 14,332,823 and 10,336,470 for the three months ended September 30, 2019 and 2018, respectively.

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Our sales for the nine months ended September 30, 2019 were $4,911,401, an increase of 53.8%, from $3,192,432 for the nine months ended September 30, 2018. The increase in revenue for the nine months ended September 30, 2019 is primarily attributable to the additional revenues from the Trinity Services acquisition on June 27, 2019, not present in the year ago period. Additionally, the frac water operations acquired in December 2018, contributed revenues in 2019, not included in the comparable nine month period ended September 30, 2018.

During the nine months ended September 30, 2019, cost of sales increased as a percentage of sales to 81.4% of revenues, or $3,999,156, compared to 54.6% of revenues or $1,742,431, for the comparable 2018 period. The increase in cost of sales as a percentage of revenues is primarily the result of the addition of Trinity Services lower net gross margins, as well as one-time cost overruns and related third party equipment repairs in our s frac water services division in the first half of 2019, expenses associated with discontinuing the lower margin rig supply business, higher vendor rental expense, higher contract labor in connection with the impact of transitional costs related to the frac water operations, higher parts costs imposed by federal tariffs, wage inflation with direct personnel, increased freight, shipping and fuel expenses along with increased depreciation expense from added equipment with our rental fleet.

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For the nine months ended September 30, 2019, selling, general and administrative expenses increased to $2,491,317, or 50.7% of sales, an increase of $809,058, from $1,682,589, or 52.7% of sales for the nine months ended September 30, 2018. This increase in selling, general and administrative expenses in the nine month period ended September 30, 2019 over the nine month period ended September 30, 2018 was primarily due to higher professional fees, one-time acquisition costs, operating lease expense from new accounting treatment, increased wage expense from an M&A advisor, added insurance expense. The remaining increase was attributable to non-cash stock-based compensation, and deferred financing costs during the third quarter 2019, partially offset by lower travel and entertainment expenses, and truck and auto expense.

 Other expense, net was $718,275, an increase of $542,467 for the nine months ended September 30, 2019 compared to the comparable period in 2018. The increase in other expense during the nine months ended September 30, 2019 resulted from higher interest expense with our revolving line of credit, funding agreements and notes payable, and loss on settlement of liabilities, compared to the nine months ended September 30, 2018.

During the nine months ended September 30, 2019 we incurred a net loss of $2,297,347, or $0.17 per basic and diluted earnings per share. For the nine months ended September 30, 2018 we incurred a net loss of $408,066 or $0.04 per basic and diluted earnings per share. The net loss in the nine month period ended September 30, 2019 resulted primarily from lower gross margins from higher cost of sales expenses, increased sales, general and administrative expense, and increased interest expense, compared to the comparable period in 2018. The basic weighted average number of shares of common stock outstanding was 13,493,944 and 9,986,415 for the nine months ended September 30, 2019 and 2018, respectively.

Liquidity and Capital Resources

As of September 30, 2019, our total assets were $7,464,347, comprised of $13,353 in cash, $1,967,075 in accounts receivable, $149,413 in inventory, $30,000 in assets held for sale, other current assets of $136,951, $4,342,037 in net property and equipment, and $307,908 in net intangible assets. This is an increase in total assets of $3,937,900 over the total assets at December 31, 2018 of $3,526,447. As of September 30, 2019, we have a working capital deficit of $2,851,664, compared to a working capital deficit of $1,421,715 at December 31, 2018.

During the nine months ended September 30, 2019, we had cash used in operating activities of $585,205, compared to $179,466 of cash used in operating activities for the nine months ended September 30, 2018. The net cash used in operating activities for the nine months ended September 30, 2019 consists primarily of our net loss, right of use operating lease liabilities, deferred revenue and inventory changes, partially offset by increases to accounts payable, depreciation and amortization, stock based compensation, as well as amortization of right of use assets operating leases accrued expenses and other liabilities. During the nine months ended September 30, 2018, we had cash used in operating activities of $179,466, The net cash used in operating activities for the nine months ended September 30, 2018 consisted primarily of our net loss and changes in accounts receivable, account payable, related party and other current assets, partially offset by increases to amortization of deferred financing costs, accounts payable, depreciation and share based payments.

During the nine months ended September 30, 2019, we had net cash used in investing activities of $612,819 from cash paid for the acquisition of Trinity Services and cash paid for the purchase of equipment during the period. During the nine months ended September 30, 2018, we had net cash used in investing activities of $81,869 from cash paid for the purchase of equipment during the period offset by proceeds from the sale of equipment.

Net cash provided by financing activities was $1,209,769 for the nine months ended September 30, 2019, compared to net cash provided by financing activities of $426,973 for the nine months ended September 30, 2018. Our net cash provided by financing activities for the nine months ended September 30, 2019 resulted primarily from the net proceeds from our secured line of credit of $711,809, proceeds from sales of our common stock of $359,000, the proceeds from the issuance of notes payable of $480,000, which was partially offset by payments on notes payable of $275,936 and payments on note payable related party of $170,967, and payments on right of use liabilities – finance leases of $48,376.

Our net increase in cash for the nine months ended September 30, 2019 was $11,745, as compared to a net cash increase of $165,638 in the nine months ended September 30, 2018.

At September 30, 2019 and December 31, 2018, we had cash and cash equivalents of $13,353 and $1,608, respectively. Based on the company’s acquisition of Trinity Services at the end of the second quarter 2018, current revenue, and anticipated gross margin improvement from cost cutting measures implemented, along with anticipated new growth from cross selling our customers, we believe cash flow will improve during the remainder of 2019.

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Our cash flows from operations and our available capital, including the accounts receivable line of credit with an accounts receivable lender established in June 26, 2019 are presently sufficient to sustain our current level of operations for the next twelve months. At September 30, 2019 this line of credit had drawn approximately $1,348,916. Although our line of credit has no specific cap of an amount it functions as a percentage of eligible accounts receivables. Additionally, we believe we will need to raise additional funds in order to meet the growth, capital expenditures and acquisitions planned for our business through the next twelve months. Currently we are not a party to any binding agreement with respect to potential investments in, or acquisitions of businesses, we may enter into these types of arrangements in the future, which could also require us to seek additional equity or debt financing. Additional funds may not be available on terms favorable to us or at all.

 Historically, we have funded our capital expenditures internally through cash flow, leasing and financing arrangements. We intend to continue to fund future capital expenditures through cash flow, as well as through capital available to us pursuant to our line of credit, capital from the sale of our equity securities and through commercial leasing and financial programs.

Off-Balance-Sheet Transactions

We are not party to any off-balance-sheet transactions.

Contractual Commitments

None

Item 3.  Qualitative and Quantitative Disclosures about Market Risk.

We are a smaller reporting company and, therefore, we are not required to provide information required by this item.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures: Our management carried out an evaluation of the effectiveness and design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, our Chief Executive Officer and interim Chief Financial Officer has concluded that, at September 30, 2019, such disclosure controls and procedures were not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management including our Chief Executive Officer and Interim Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Controls: Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer and Interim Chief Financial Officer has concluded, based on his evaluation as of the end of the period covered by this Quarterly Report that our disclosure controls and procedures were not sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were met.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the three month period ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We are a smaller reporting company and, therefore, we are not required to provide information required by this item.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.	Description of Document
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
32.1*	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).
32.2*	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).
101.ins	XBRL Instance Document
101.sch	XBRL Taxonomy Extension Schema Document
101.cal	XBRL Taxonomy Calculation Linkbase Document
101.def	XBRL Taxonomy Definition Linkbase Document
101.lab	XBRL Taxonomy Label Linkbase Document
101.pre	XBRL Taxonomy Presentation Linkbase Document

* A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SMG Industries Inc.
	(Registrant)
November 14, 2019	/s/    Matthew C. Flemming
Date	Matthew C. Flemming
	Chief Executive Officer and Interim Chief Financial Officer
	(Principal Executive Officer and Principal Financial Officer)

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Matthew C. Flemming, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SMG Industries Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information  relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal  control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors  (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2019

	/s/ Matthew C. Flemming
Name:	Matthew C. Flemming
Title:	Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Matthew C. Flemming, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SMG Industries Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and  procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of  the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal  control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2019

	/s/ Matthew C. Flemming
Name:	Matthew C. Flemming
Title:	Interim Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SMG Industries Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Matthew C. Flemming, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2019		/s/ Matthew C. Flemming
	Name:	Matthew C. Flemming
	Title:	Chief Executive Officer
		(Principal Executive Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of SMG Industries Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Matthew C. Flemming, Interim Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of her knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2019		/s/ Matthew C. Flemming
	Name:	Matthew C. Flemming
	Title:	Interim Chief Financial Officer
		(Principal Financial and Accounting Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

XML

NOTES PAYABLE (Tables)

9 Months Ended

Sep. 30, 2019

NOTES PAYABLE

Schedule of notes payable

Notes payable included the following:

	September 30,		December 31,
	2019		2018
Notes payable:
Secured note payable issued on October 15, 2010 and refinanced in January 2015 for purchase of all membership interest, bearing interest of 6% per year and due in monthly installments ending September 25, 2022.	$	147,608	$	180,552
Secured note payable issued August 14, 2017, bearing interest of 7.25% per year, due in monthly installments ending August 1, 2021.		—		49,885
Secured finance facility issued February 2, 2017, bearing effective interest of 6%, due monthly installments ending August 20, 2020.		13,434		25,960
Secured note payable issued January 2, 2018, bearing interest of 6.29% per year, due in monthly installments ending January 2023.		29,635		35,562
Secured funding advance agreement issued June 27, 2018, bearing effective interest of 20%, due in daily installments ending April 2019, principal balance $143,965, net of deferred financing costs of $43,412.		—		143,965
Secured note payable issued to a shareholder who controls approximately 8.8% of votes December 7, 2018, bearing interest of 10% per year, due one year after issuance, principal balance $100,000, net of deferred financing costs of $19,924.		100,000		100,000
Secured note payable issued to a shareholder who controls approximately 7.5% of votes December 7, 2018, bearing interest of 10% per year, due one year after issuance, principal balance $100,000, net of deferred financing costs of $19,924.		100,000		100,000
Secured note payable issued December 7, 2018, bearing interest of 10% per year, due one year after issuance, principal balance $100,000, net of deferred financing costs of $19,923.		100,000		100,000
Secured note payable issued on December 7, 2018 related to the acquisition of Momentum Water Transfer Services LLC, bearing interest of 6% per year and due in monthly installments of $7,500, with a maturity date of December 8, 2023.		792,469		800,000
Secured note payable issued to a shareholder who controls approximately 8.8% of votes May 1, 2019, bearing interest of 10% per year, due July 1, 2019, principal balance $100,000. Note was extended to September 30, 2019.		100,000		—
Secured note payable issued to a shareholder who controls approximately 8.8% of votes May 1, 2019, bearing interest of 10% per year, due September 30, 2019.		80,000		—
Various notes payable secured by equipment of Big Vehicle & Equipment Company, LLC, bearing interest ranging from 2.72% to 8% maturing through August 2023.		701,941		—
Secured note payable issued September 20, 2019, bearing interest of 12% per year, due in monthly installments ending December 2019.		200,000		—
Secured note payable issued July 26, 2019, bearing interest of 7% per year, due in monthly installments ending July 2020		123,818		—
		2,488,905		1,535,924
Less discounts		(59,771)		(239,750)
Less current maturities		(1,085,994)		(328,328)
Long term debt, net of current maturities	$	1,343,140	$	967,846

Schedule of future maturities of secured notes payable

Future maturities of secured notes payable as of September 30, 2019 are as follows:

2019	$	863,204
2020		399,461
2021		334,940
2022		262,843
2023		628,457
Total	$	2,488,905

Unsecured Debt [Member]

NOTES PAYABLE

Schedule of notes payable

Notes Payable – Unsecured

	September 30,		December 31,
	2019		2018
Financed insurance premium, Note Payable issued on June 8, 2018, bearing interest of 6.5% per year and due in monthly installments ending April 1, 2019	$	—	$	31,126
Unsecured note payable with a shareholder who controls approximately 7.5% of votes. Note issued on August 10, 2018 for $40.000, due December 30, 2018 (extended to June 30, 2019) and 10% interest per year, balance of payable is due on demand. Additional $25,000 advanced and due on demand		40,000		65,000
Unsecured advances from the sellers of Momentum Water Transfer Services LLC, non-interest bearing and due on demand		35,000		35,000
Unsecured note with vendor,issued a $135,375 10% promissory note due at October 30, 2019. The note was issued in exchange for of settlement of accounts payable.		85,375		—
		160,375		131,126
Less current maturities		(160,375)		(131,126)
Long term debt, net of current maturities	$	—	$	—

XML

REVENUE (Tables)

9 Months Ended

Sep. 30, 2019

REVENUE

Schedule of disaggregation of revenue between services and products revenue

The Company disaggregates revenue between services and products revenue. All revenues are currently in the southern region of the United States.

	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Service revenue	$	1,446,111	$	438,207	$	2,855,066	$	1,501,789
Product revenue		618,405		588,742		2,056,335		1,690,643
Total revenue	$	2,064,516	$	1,026,949	$	4,911,401	$	3,192,432

XML

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2019

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 14 – RELATED PARTY TRANSACTIONS

On September 19, 2017, in connection with the acquisition of MG Cleaners, we issued 4,578,276 shares and agreed to pay $300,000 in cash to its Managing MG Member payable with $250,000 at closing and the remaining $50,000 paid upon the completion of the Company’s sale of a minimum of $500,000 of its securities in a private offering to investors. As of September 30, 2019 and December 31, 2018 amounts due under this arrangement are $0 and $21,000, respectively.

The Company engaged the services of a Director, Mr. John Boylan , effective February 11, 2019, whereby Mr. Boylan was paid as a consultant to the Company in connection with its mergers and acquisition work, whereby Mr. Boylan provided us with mergers and acquisition support including economic analysis, financial modeling and due diligence. Mr. Boylan was paid $13,000 per month for his services. In June 2019 Mr. Flemming, Mr. Boylan and Mr. Christian were each awarded a bonus of $12,500 related to their efforts in closing the Trinity acquisition.

On July 30, 2019 the Company appointed R. Michael Villarreal to the Board of Directors filling the position left by the passing in early July 2019 of Director John Boylan. The Company appointed Mr. Boylan Board member Emeritus status in honor of his service to the Company.

XML

ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
ACCRUED EXPENSES AND OTHER LIABILITIES
Payroll and payroll taxes payable	$ 203,505	$ 84,916
Sales tax payable	75,661	67,124
Interest payable	69,541	12,325
Credit cards payable	5,226	0
Other	47,384	43,546
Total Accrued Expenses	$ 401,317	$ 207,911

XML

NOTES PAYABLE - Additional Information (Details) - USD ($)									1 Months Ended							3 Months Ended	9 Months Ended
	Jun. 27, 2019	Jun. 18, 2019	May 01, 2019	Jan. 11, 2019	Dec. 07, 2018	Feb. 12, 2018	Aug. 14, 2017	May 11, 2017	Sep. 28, 2019	Jul. 26, 2019	Jun. 30, 2019	May 31, 2019	Apr. 30, 2019	Sep. 28, 2018	Sep. 28, 2018	Sep. 30, 2019	Sep. 30, 2019	Sep. 30, 2018	Oct. 30, 2019	Sep. 20, 2019	Dec. 31, 2018	Nov. 01, 2018	Aug. 10, 2018	Jun. 27, 2018	Jun. 08, 2018	Mar. 31, 2018	Jan. 11, 2018	Jan. 02, 2018	Feb. 02, 2017	Jan. 31, 2015	Oct. 15, 2010
Debt Instrument, Face Amount												$ 100,000
Debt Instrument, Interest Rate, Stated Percentage					10.00%					7.00%										12.00%					6.50%
Notes Payable																$ 2,488,905	$ 2,488,905				$ 1,535,924
Repayments of Notes Payable																	0	$ 367,572
Line of Credit Facility, Borrowing Capacity, Description								The financing facility provides for the Borrower to have access to the lesser of (i) $1 million or (ii) 85% of Net Amount of Eligible Receivables (as defined in the financing agreement)
Line of Credit Facility, Interest Rate Description	The AR Facility has an interest rate of 2.25% in excess of the prime rate reported by the Wall Street Journal per annum, plus a financing fee equal to 0.20% of the receivable balance every 15 days, with a maximum cumulative rate of 1.6%							The financing facility has an interest rate of 7.25% in excess of the prime rate reported by the Wall Street Journal per annum, with a floor minimum rate of 11.5%.
Debt Instrument Fee, Description								Borrower is obligated to pay Crestmark Bank a fee of $20,000 and if terminated after the first anniversary and prior to the second anniversary then Borrower shall pay a fee of $5,000
Proceeds from Lines of Credit																	711,809	134,937
Line of Credit, Current																1,348,916	1,348,916				593,888
Provision For Payment Of Interest And Fees, Line Of Credit																	74,352
Noncash or Part Noncash Acquisition, Intangible Assets Acquired						$ 150,000
Unamortized Debt Discount																59,771	59,771				239,750
Notes Payable, Related Parties, Current																51,932	51,932				62,750
Proceeds from Related Party Debt																	125,239	43,100
Debt Instrument, Convertible, Conversion Price													$ 0.50	$ 0.50	$ 0.50
Debt Instrument, Convertible, Beneficial Conversion Feature																	0	100,000
Warrants and Rights Outstanding, Term					5 years
Debt Instrument, Term		10 years							2 years
Repayments of Related Party Debt																	170,967	67,504
Class of Warrant or Right, Number of Securities Called by Warrants or Rights												100,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.30			$ 0.40							$ 0.30
Fair Value Adjustment of Warrants		$ 67,223										$ 44,091
Expenses Paid By Related Party																	0	8,034
Loss On Settlement Extinguishment Of Debt																	13,328
Number Of Warrant Issued												100,000
Warrant Exercise Price		$ 0.30			$ 0.40							$ 0.30
Warrants Issued		150,000
Catalyst Finance L.P. [Member]
Proceeds from Lines of Credit	$ 1,317,304
Deposited in bank	59,846
Long-term Line of Credit																1,348,916	1,348,916				593,888
Catalyst Finance L.P. [Member] | Trinity Services LLC [Member]
Repayments of Lines of Credit	500,000
Catalyst Finance L.P. [Member] | MG Cleaners [Member]
Repayments of Notes Payable	43,219
Catalyst Finance L.P. [Member] | Crestmark [Member]
Repayments of Debt	$ 714,239
Previously Reported [Member] | Maximum
Percentage Of Accounts Receivable Advanced	90.00%
Stephen Christian [Member]
Proceeds from Related Party Debt																	201,661
Repayments of Related Party Debt																	210,103
Due to Related Parties																0	0				8,443
Mr Christian [Member]
Notes Payable, Related Parties																63,935	63,935									$ 51,932
Notes Payable, Related Parties, Current																101,220	101,220									$ 54,307
Three Purchasers [Member]
Debt Instrument, Face Amount					$ 300,000
Debt Instrument, Interest Rate, Stated Percentage					10.00%
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					500,000
Fair Value Adjustment of Warrants					$ 203,337
Number Of Warrant Issued					500,000
Investor [Member]
Debt Instrument, Face Amount											$ 80,000
Amortization of Debt Discount (Premium)											53,780
Unamortized Debt Discount											$ 0
Class of Warrant or Right, Number of Securities Called by Warrants or Rights											120,000
Class of Warrant or Right, Exercise Price of Warrants or Rights											$ 0.30
Fair Value Adjustment of Warrants											$ 53,780
Number Of Warrant Issued											120,000
Warrant Exercise Price											$ 0.30
Accounts Receivable Financing Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity								$ 1,000,000
Long-term Debt, Gross								200,000
Documentation, Legal and Audit Fees								$ 1,330
Long-term Line of Credit																1,348,916	$ 1,348,916				593,888
Restricted Stock [Member]
Stock Issued During Period, Shares, Other													511,370				393,312
Stock Issued During Period, Value, Other				$ 203,525													$ 124,685
Restricted Stock [Member] | Investor [Member]
Stock Issued During Period, Shares, Other																	1,436,000
Secured Note October 2010 [Member]
Notes Payable																147,608	$ 147,608				180,552
Secured Note August 2017 [Member]
Notes Payable																0	0				49,885
Secured Note February 2017 [Member]
Notes Payable																13,434	13,434				25,960
Secured Note January 2018 [Member]
Notes Payable																29,635	29,635				35,562
Secured Note June 2018 [Member]
Debt Instrument, Face Amount																								$ 347,500
Debt Instrument, Interest Rate, Stated Percentage																								20.00%
Deferred Financing Cost																								$ 43,412
Notes Payable																0	0				143,965
Amortization of Debt Discount (Premium)																43,411
Unsecured Note August 10 2018 [Member]
Debt Instrument, Face Amount																							$ 40.000
Debt Instrument Additional Face Amount																							$ 25,000
Debt Instrument, Interest Rate, Stated Percentage																							10.00%
Percentage of Voting Interests Held By Shareholder																							7.50%
Secured Note Dec 2018 One [Member]
Deferred Financing Cost					$ 19,924
Notes Payable																100,000	100,000				100,000
Secured Note Dec 2018 Two [Member]
Deferred Financing Cost					$ 19,924
Notes Payable																100,000	100,000				100,000
Percentage of Voting Interests Held By Shareholder					7.50%
Secured Note Dec 2018 Three [Member]
Debt Instrument, Interest Rate, Stated Percentage					10.00%
Deferred Financing Cost					$ 19,923
Notes Payable																100,000	100,000				100,000
Debt Instrument, Convertible, Beneficial Conversion Feature					$ 100,000
Secured Note Dec 2018 Four [Member]
Debt Instrument, Interest Rate, Stated Percentage					6.00%
Notes Payable																792,469	792,469				800,000
Debt Instrument, Periodic Payment					$ 7,500
Debt Instrument, Convertible, Beneficial Conversion Feature					$ 100,000
Secured Note Jan 2019 [Member]
Debt Instrument, Interest Rate, Stated Percentage				10.00%
Notes Payable				$ 100,000
Accrued Interest				$ 2,274
Percentage of Voting Interests Held By Shareholder				8.80%
Loss On Settlement Extinguishment Of Debt				$ 101,251
Secured Note Jan 2019 [Member] | Maximum
Debt Instrument, Interest Rate, Stated Percentage																											8.00%
Secured Note Jan 2019 [Member] | Minimum
Debt Instrument, Interest Rate, Stated Percentage																						2.72%
Secured Note May 2019 One [Member]
Debt Instrument, Interest Rate, Stated Percentage			10.00%
Notes Payable																100,000	100,000				0
Percentage of Voting Interests Held By Shareholder			8.80%
Debt Instrument, Convertible, Beneficial Conversion Feature			$ 100,000
Secured Note May 2019 Two [Member]
Debt Instrument, Interest Rate, Stated Percentage			10.00%
Notes Payable																80,000	80,000				0
Percentage of Voting Interests Held By Shareholder			8.80%
Secured Note September 2019 [Member]
Debt Instrument, Face Amount																				$ 200,000
Notes Payable																200,000	200,000				0
Secured Note July 2019 [Member]
Debt Instrument, Interest Rate, Stated Percentage										7.00%
Notes Payable										$ 247,637						123,818	123,818				$ 0
Convertible Notes Payable										$ 123,818
Stock Issued During Period, Shares, Restricted Stock Award, Gross										353,766
Secured Note July 2019 [Member] | Jake Oilfield Solutions LLC [Member]
Notes Payable										$ 123,819
Unsecured Note with Vendor October 2019 [Member]
Debt Instrument, Face Amount																			$ 135,375
Debt Instrument, Interest Rate, Stated Percentage																			10.00%
Notes Payable to Banks [Member] | Secured Note January 2018 [Member]
Debt Instrument, Face Amount																												$ 41,481	$ 53,610
Debt Instrument, Interest Rate, Stated Percentage																												6.29%	6.00%	6.00%
Notes Payable, Other Payables [Member] | Secured Note October 2010 [Member]
Debt Instrument, Face Amount																														$ 307,391	$ 450,000
Debt Instrument, Interest Rate, Stated Percentage																														6.00%	8.00%
Notes Payable, Other Payables [Member] | Secured Note August 2017 [Member]
Debt Instrument, Face Amount							$ 66,348
Debt Instrument, Interest Rate, Stated Percentage							7.25%
Repayments of Notes Payable							$ 12,086
Debt Instrument, Periodic Payment							$ 1,400
Crestmark Bank [Member]
Proceeds from Issuance of Debt																	1,851,690	2,919,038
Repayments of Lines of Credit																	1,830,831	2,837,610
Proceeds from Lines of Credit																	95,211	134,937
Provision For Payment Of Interest And Fees, Line Of Credit																		$ 53,509
Notes Payable To Related Party [Member] | Mr Christian [Member]
Debt Instrument, Interest Rate, Stated Percentage						5.00%
Debt Instrument, Periodic Payment						$ 4,496
Convertible Notes Payable [Member]
Debt Instrument, Face Amount													$ 50,000	$ 250,000	$ 250,000
Debt Instrument, Interest Rate, Stated Percentage													8.50%	8.50%	8.50%
Unamortized Debt Discount																$ 36,295	$ 36,295
Debt Instrument, Convertible, Beneficial Conversion Feature														$ 100,000	$ 100,000

XML

STOCK OPTIONS AND WARRANTS - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 66,300
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	3 years 2 months 23 days
Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	5 years 8 months 23 days
Employee Stock Option [Member]
Allocated Share-based Compensation Expense	$ 147,431	$ 42,012
Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	100,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term	5 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price	$ 0.45
Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding	$ 78,760

XML

SUBSEQUENT EVENTS (Details)					1 Months Ended
	Oct. 28, 2019 USD ($) item	Oct. 04, 2019 USD ($) shares	Oct. 02, 2019 USD ($) item	Oct. 01, 2019 USD ($) $ / shares shares	Nov. 30, 2019 USD ($)	Sep. 30, 2019 USD ($)	Sep. 20, 2019	Jul. 26, 2019	Jun. 30, 2019 USD ($) $ / shares shares	Jun. 26, 2019 USD ($)	Jun. 18, 2019 $ / shares	May 31, 2019 USD ($) $ / shares shares	Dec. 31, 2018 USD ($)	Dec. 07, 2018 $ / shares	Jun. 08, 2018
Subsequent Event [Line Items]
Debt Instrument, Face Amount												$ 100,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares												100,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares											$ 0.30	$ 0.30		$ 0.40
Assets Held-for-sale, Not Part of Disposal Group, Current						$ 30,000							$ 42,300
Note balance at the time of sale of property						2,488,905							1,535,924
Interest Rate							12.00%	7.00%						10.00%	6.50%
Debt Instrument, Unamortized Discount						$ 59,771							$ 239,750
Investor [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount									$ 80,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares									120,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares									$ 0.30
Debt Instrument, Unamortized Discount									$ 0
Trinity Services LLC [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount										$ 850,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Interest Costs Capitalized				$ 4,559
Debt Instrument, Face Amount				$ 44,559
Assets Held-for-sale, Not Part of Disposal Group, Current		$ 30,000
Proceeds from Sale of Property Held-for-sale		30,000
Note balance at the time of sale of property		$ 147,608
Restricted Common stock issued | shares				30,000
Common stock options | shares				25,000
Term of Options				5 years
Exercisable price of Options | $ / shares				$ 0.25
Subsequent Event [Member] | Short-term Debt [Member]
Subsequent Event [Line Items]
Proceeds From Future Receipts Net Of Closing Costs					$ 630,080
Debt Instrument, Unamortized Discount					279,920
Future Receipts Purchased Amount					$ 910,000
Subsequent Event [Member] | Warrant [Member]
Subsequent Event [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares				40,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares				$ 0.15
Subsequent Event [Member] | Restricted Stock [Member]
Subsequent Event [Line Items]
Common Stock Issued Shares Settlement Of Notes Payable | shares		400,000
Subsequent Event [Member] | Trinity Services LLC [Member] | Premium Finance Note [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount	$ 114,993		$ 125,377
Debt Instrument, Periodic Payment	$ 21,073		$ 21,009
Number Of Equal Payments | item	10		10
Interest Rate	6.50%		5.50%

XML

LEASES - Maturities of lease liabilities (Details)	Sep. 30, 2019 USD ($)
LEASES
2019	$ 62,454
2020	132,317
2021	106,861
2022	47,673
2023	24,000
2024 and thereafter	10,000
Total future undiscounted lease payments	383,305
Less: Interest	(65,832)
Total operating lease liabilities	317,473
2019	58,923
2020	15,769
2021	15,769
2022	10,404
2023	1,287
2024 and thereafter	0
Total future undiscounted lease payments	102,152
Less: Interest	(12,360)
Total finance lease liabilities	$ 89,792

XML

LEASES (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
LEASES
Operating lease cost	$ 109,529	$ 212,439
Finance lease cost
Amortization of right-of-use assets	10,476	28,216
Interest on lease liabilities	4,969	17,207
Total finance lease cost	15,445	45,423
Short-term lease cost	134,082	474,726
Variable lease cost	0	0
Sublease income	0	0
Total lease cost	$ 259,056	$ 732,588

XML

ACQUISITION (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jun. 26, 2019	Sep. 30, 2019	Sep. 30, 2018
Business Acquisition [Line Items]
Cash, net		$ 449,051	$ 0
Trinity Services LLC [Member]
Business Acquisition [Line Items]
Cash, net	$ 500,000	500,000
Common Stock issued		1,800,000
Total purchase consideration		2,300,000
Cash		50,949
Accounts receivable		1,255,613
Prepaid expenses		47,141
Property and equipment		2,537,650
Right of use assets-operating leases		87,900
Accounts payable and accrued expenses		(750,438)
Right of use assets - operating leases		(87,900)
Notes payable		(840,915)
Total		$ 2,300,000

XML

STOCK OPTIONS AND WARRANTS

9 Months Ended

Sep. 30, 2019

STOCK OPTIONS AND WARRANTS

STOCK OPTIONS AND WARRANTS

NOTE 10 – STOCK OPTIONS AND WARRANTS

Summary stock option information is as follows:

					Weighted
	Aggregate	Aggregate		Exercise	Average
	Number	Exercise Price		Price Range	Exercise Price
Outstanding, December 31, 2018	640,000	$	320,350	$0.24 ‑ $2.18	$	0.50
Granted	300,000		135,000	0.45	$	0.45
Exercised	—		—	—		—
Cancelled, forfeited or expired	(120,000)		(77,850)	0.37 ‑ 2.18		0.65
Outstanding, September 30, 2019	820,000	$	377,500	$0.24 ‑ $2.00	$	0.46
Exercisable, September 30, 2019	786,667	$	351,167	$0.24 ‑ $2.00	$	0.45

During the nine months ended September 30, 2019 the Company issued 100,000 common stock options to each of the three independent directors. The options vest immediately, have an exercise price of $0.45 and a five-year term.

The weighted average remaining contractual life is approximately 3.23 years for stock options outstanding on September 30, 2019. At September 30, 2019 there was $66,300 in intrinsic value of outstanding stock options. During the nine months ended September 30, 2019 and 2018 share based compensation expense of $147,431 and $42,012 was recognized, respectively.

Summary Stock warrant information is as follows:

					Weighted
	Aggregate	Aggregate		Exercise	Average
	Number	Exercise Price		Price Range	Exercise Price
Outstanding, December 31, 2018	525,001	$	218,750	$0.40 ‑ $0.75	$	0.42
Granted	370,000		111,000	0.30		0.30
Exercised	—		—	—		—
Cancelled, forfeited or expired	—		—	—		—
Outstanding, September 30, 2019	895,001	$	329,750	$0.30 ‑ 0.75	$	0.37
Exercisable, September 30, 2019	895,001	$	329,750	$0.30 ‑ 0.75	$	0.37

The weighted average remaining contractual life is approximately 5.73 years for stock warrants outstanding on September 30, 2019. At September 30, 2019 there was $78,760 in intrinsic value of outstanding stock warrants.

XML

LONG-LIVED ASSETS

9 Months Ended

Sep. 30, 2019

LONG-LIVED ASSETS

LONG-LIVED ASSETS

NOTE 6 – LONG-LIVED ASSETS

Property and equipment at September 30, 2019 and December 31, 2018 consisted of the following:

	September 30, 2019		December 31, 2018
Equipment	$	4,018,194	$	1,409,237
Downhole oil tools		700,000		700,000
Vehicles		161,667		151,497
Furniture, fixtures and other		71,929		43,430
		4,951,790		2,304,164
Less: accumulated depreciation		(609,753)		(306,155)
	$	4,342,037	$	1,998,009

Depreciation expense for the nine months ended September 30, 2019 and 2018 was $317,036 and $60,658  respectively.

Intangible assets

Intangible assets as of September 30, 2019 are related to the acquisition of the RigHands™ assets and the acquisition of tradenames of Momentum Water Transfer Services LLC.

Intangible assets at September 30, 2019 and December 31, 2018 consisted of the following:

	Useful
	Life
	(yr)	September 30, 2019		December 31, 2018
RigHands (Trademark & Formula)	15	$	150,000	$	150,000
MWST Tradename	10		190,000		190,000
			340,000		340,000
Less: accumulated amortization			(32,092)		(10,344)
		$	307,908	$	329,656

Amortization expense for the nine months ended September 30, 2019 and 2018 was $21,748 and $6,275, respectively. Future amortization of the intangible assets for the years ended December 31, 2019, 2020, 2021, 2022, 2023 and beyond are $29,000,  $29,000,  $29,000,  $29,000,  $29,000 and $184,894, respectively.

XML

GOING CONCERN

9 Months Ended

Sep. 30, 2019

GOING CONCERN

GOING CONCERN

NOTE 3 – GOING CONCERN

The Company considered its going concern disclosure requirements in accordance with ASC 240-40-50. The Company concluded that its negative working capital and negative cash flows from operating are conditions that raised substantial doubt about the Company’s ability to continue as a going concern. Without a successful plan in place from management these conditions could negatively impact the Company’s ability to meets its financial obligations over the next year. In response, the Company has implemented a plan to alleviate such substantial concern as follows. The Company plans to continue to generate additional revenue (and improve cash flows from operations) partly related to the Company’s acquisition of an additional operating company in 2019 and partly related to the Company cross-selling additional sales initiatives already implemented with the acquisition’s additional customer base. In addition, costs at the Company’s frac water division were reduced in 2019 bringing them more in line with current revenues in that area. As a result, following this plan substantial doubt about the Company’s ability to continue as a going concern is alleviated.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 14, 2019
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Entity Registrant Name	SMG Industries Inc.
Entity Central Index Key	0001426506
Current Fiscal Year End Date	--12-31
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Trading Symbol	SMGI
Entity Common Stock, Shares Outstanding		14,881,372
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true

XML

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY DEFICIT - USD ($)	Series A Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulate Deficit [Member]	Total
Beginning balance at Dec. 31, 2017	$ 0	$ 8,865	$ (56,940)	$ (534,049)	$ (582,124)
Beginning balance (in shares) at Dec. 31, 2017		8,865,190
Shares issued for cash	0	$ 1,140	224,904	0	226,044
Shares issued for cash (in shares)		1,140,000
Net Income (Loss)	0	$ 0	0	19,743	19,743
Ending balance at Mar. 31, 2018	$ 0	$ 10,005	167,964	(514,306)	(336,337)
Ending balance (in shares) at Mar. 31, 2018	0	10,005,190
Beginning balance at Dec. 31, 2017	$ 0	$ 8,865	(56,940)	(534,049)	(582,124)
Beginning balance (in shares) at Dec. 31, 2017		8,865,190
Net Income (Loss)					(408,066)
Ending balance at Sep. 30, 2018	$ 0	$ 11,317	1,084,289	(942,115)	153,491
Ending balance (in shares) at Sep. 30, 2018	0	11,316,690
Beginning balance at Dec. 31, 2017	$ 0	$ 8,865	(56,940)	(534,049)	(582,124)
Beginning balance (in shares) at Dec. 31, 2017		8,865,190
Ending balance at Dec. 31, 2018	$ 0	$ 11,911	1,567,567	(1,677,427)	(97,949)
Ending balance (in shares) at Dec. 31, 2018	0	11,910,690
Beginning balance at Mar. 31, 2018	$ 0	$ 10,005	167,964	(514,306)	(336,337)
Beginning balance (in shares) at Mar. 31, 2018	0	10,005,190
Shares issued for cash	$ 0	$ 250	49,750	0	50,000
Shares issued for cash (in shares)	0	250,000
Shares issued to settle liabilities	$ 0	$ 4	2,596	0	2,600
Shares issued to settle liabilities (in shares)	0	4,000
Shares issued for acquisition of Trinity (in shares)	0
Share based compensation	$ 0	$ 0	14,991	0	14,991
Net Income (Loss)	0	0	0	(148,115)	(148,115)
Ending balance at Jun. 30, 2018	0	$ 10,259	235,301	(662,421)	(416,861)
Ending balance (in shares) at Jun. 30, 2018		10,259,190
Beneficial conversion feature on convertible notes	0	$ 0	100,000	0	100,000
Shares issued for assets	0	$ 1,000	699,000	0	700,000
Shares issued for assets (In shares)		1,000,000
Shares issued to settle liabilities	0	$ 8	5,542	0	5,550
Shares issued to settle liabilities (in shares)		7,500
Shares issued for services	0	$ 50	8,180	0	8,230
Shares issued for services (in shares)		50,000
Share based compensation	0	$ 0	18,790	0	18,790
Warrants issued with notes payable - debt discount	0	0	17,476	0	17,476
Net Income (Loss)	0	0	0	(279,694)	(279,694)
Ending balance at Sep. 30, 2018	$ 0	$ 11,317	1,084,289	(942,115)	153,491
Ending balance (in shares) at Sep. 30, 2018	0	11,316,690
Beginning balance at Dec. 31, 2018	$ 0	$ 11,911	1,567,567	(1,677,427)	(97,949)
Beginning balance (in shares) at Dec. 31, 2018	0	11,910,690
Shares issued for cash	$ 0	$ 936	233,064	0	234,000
Shares issued for cash (in shares)	0	936,000
Shares issued to settle liabilities	$ 0	$ 27	12,552	0	12,579
Shares issued to settle liabilities (in shares)		27,046
Share based compensation	0	$ 0	34,420	0	34,420
Net Income (Loss)	0	0	0	(710,262)	(710,262)
Ending balance at Mar. 31, 2019	$ 0	$ 12,874	1,847,603	(2,387,689)	(527,212)
Ending balance (in shares) at Mar. 31, 2019	0	12,873,736
Beginning balance at Dec. 31, 2018	$ 0	$ 11,911	1,567,567	(1,677,427)	(97,949)
Beginning balance (in shares) at Dec. 31, 2018	0	11,910,690
Warrants issued with notes payable - debt discount	$ 0	$ 0	0	0	0
Net Income (Loss)					(2,297,347)
Ending balance at Sep. 30, 2019	$ 2	$ 14,451	4,456,856	(3,974,774)	496,535
Ending balance (in shares) at Sep. 30, 2019	2,000	14,451,372
Beginning balance at Mar. 31, 2019	$ 0	$ 12,874	1,847,603	(2,387,689)	(527,212)
Beginning balance (in shares) at Mar. 31, 2019	0	12,873,736
Shares issued for cash	$ 0	$ 500	124,500	0	125,000
Shares issued for cash (in shares)	0	500,000
Shares issued to settle liabilities	$ 0	$ 511	203,014	0	203,525
Shares issued to settle liabilities (in shares)	0	511,370
Share based compensation	$ 0	$ 200	38,249	0	38,449
Share based compensation (Shares)		200,000
Shares issued for acquisition of Trinity	$ 2	$ 0	1,799,998	0	1,800,000
Shares issued for acquisition of Trinity (in shares)	2,000
Warrants issued with notes payable - debt discount	$ 0	0	165,094	0	165,094
Net Income (Loss)	0	0	0	(980,910)	(980,910)
Ending balance at Jun. 30, 2019	$ 2	$ 14,085	4,178,458	(3,368,599)	823,946
Ending balance (in shares) at Jun. 30, 2019	2,000	14,085,106
Shares issued for cash (in shares)	0	0
Shares issued to settle liabilities	$ 0	$ 366	111,740	0	112,106
Shares issued to settle liabilities (in shares)		366,266
Share based compensation	0	$ 0	166,658	0	166,658
Net Income (Loss)	0	0	0	(606,175)	(606,175)
Ending balance at Sep. 30, 2019	$ 2	$ 14,451	$ 4,456,856	$ (3,974,774)	$ 496,535
Ending balance (in shares) at Sep. 30, 2019	2,000	14,451,372

XML

LEASES (Tables)

9 Months Ended

Sep. 30, 2019

LEASES

Schedule of components of lease cost for operating and finance leases

The components of lease cost for operating and finance leases for the three and nine months ended September 30, 2019 were as follows:

	Three Months Ended		Nine Months Ended
Lease Cost	September 30, 2019		September 30, 2019
Operating lease cost	$	109,529	$	212,439
Finance lease cost
Amortization of right-of-use assets		10,476		28,216
Interest on lease liabilities		4,969		17,207
Total finance lease cost	$	15,445	$	45,423
Short-term lease cost	$	134,082	$	474,726
Variable lease cost		—		—
Sublease income		—		—
Total lease cost	$	259,056	$	732,588

Schedule of supplemental cash flow information

Supplemental cash flow information related to leases was as follows:

	Nine Months Ended
Other Lease Information	September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	123,212
Operating cash flows from finance leases	$	17,207
Financing cash flows from finance leases	$	48,376

Schedule of lease position related assets and liabilities recorded in the consolidated balance sheets

The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at September 30, 2019:

Lease Position	September 30, 2019
Operating Leases
Operating lease right-of-use assets	$	311,473
Right of use liability operating lease short term	$	128,969
Right of use liability operating lease long term		188,504
Total operating lease liabilities	$	317,473
Finance Leases
Equipment	$	166,255
Accumulated depreciation		(41,792)
Net Property	$	124,463
Long-term debt due within one year		62,389
Long-Term Debt		27,403
Total finance lease liabilities	$	89,792

Schedule of operating lease other information

The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable.

Lease Term and Discount Rate	September 30, 2019
Weighted-average remaining lease term (years)
Operating leases	3.6
Finance leases	1.9
Weighted-average discount rate
Operating leases	13.0	%
Finance leases	11.6	%

Schedule of maturities of lease liabilities

The following table provides the maturities of lease liabilities at September 30, 2019:

	Operating		Finance
Maturity of Lease Liabilities at September 30, 2019	Leases		Leases
2019	$	62,454	$	58,923
2020		132,317		15,769
2021		106,861		15,769
2022		47,673		10,404
2023		24,000		1,287
2024 and thereafter		10,000		—
Total future undiscounted lease payments	$	383,305	$	102,152
Less: Interest		(65,832)		(12,360)
Present value of lease liabilities	$	317,473	$	89,792

Schedule of future minimum lease payments for operating leases

Future minimum lease payments for operating leases accounted for under ASC 840, "Leases," with remaining non-cancelable terms in excess of one year at December 31, 2018 were as follows:

Minimum Lease Commitments at December 31, 2018
2019	$	145,940
2020		39,940
2021		18,340
2022		—
2023		—
Total	$	204,220

XML

REVENUE - Summary of Disaggregation of revenue between services and products revenue (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Revenues	$ 2,064,516	$ 1,026,949	$ 4,911,401	$ 3,192,432
Service [Member]
Revenues	1,446,111	438,207	2,855,066	1,501,789
Product [Member]
Revenues	$ 618,405	$ 588,742	$ 2,056,335	$ 1,690,643

XML

LONG-LIVED ASSETS - Intangible assets (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Finite-Lived Intangible Assets, Gross	$ 340,000	$ 340,000
Less: accumulated depreciation	(32,092)	(10,344)
Finite-Lived Intangible Assets, Net	307,908	329,656
RigHands (Trademark & Formula) [Member]
Finite-Lived Intangible Assets, Gross	$ 150,000	150,000
Finite-Lived Intangible Asset, Useful Life	15 years
MWST Trademame [Member]
Finite-Lived Intangible Assets, Gross	$ 190,000	$ 190,000
Finite-Lived Intangible Asset, Useful Life	10 years

XML

LEASES - Supplemental cash flow information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 123,212
Operating cash flows from finance leases	17,207
Financing cash flows from finance leases	$ 48,376	$ 0

XML

ACQUISITION - Unaudited pro forma financial information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
ACQUISITION
Revenue	$ 2,064,516	$ 2,245,281	$ 7,841,062	$ 7,191,759
Operating income (loss)	(385,204)	(269,927)	(1,467,172)	(239,005)
Net income (loss)	$ (552,175)	$ (361,939)	$ (2,223,316)	$ (458,010)
Income (loss) per common share - basic and diluted	$ (0.04)	$ (0.03)	$ (0.16)	$ (0.05)

XML

LEASES - Future minimum lease payments (Details)	Dec. 31, 2018 USD ($)
LEASES
2019	$ 145,940
2020	39,940
2021	18,340
2022	0
2023	0
Total	$ 204,220

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
CONSOLIDATED STATEMENTS OF OPERATIONS
REVENUES	$ 2,064,516	$ 1,026,949	$ 4,911,401	$ 3,192,432
COST OF REVENUES	1,621,841	582,922	3,999,156	1,742,431
GROSS PROFIT	442,675	444,027	912,245	1,450,001
OPERATING EXPENSES:
Selling, general and administrative	815,871	667,277	2,491,317	1,682,259
Total operating expenses	815,871	667,277	2,491,317	1,682,259
LOSS FROM OPERATIONS	(373,196)	(223,250)	(1,579,072)	(232,258)
OTHER INCOME (EXPENSE)
Gain (loss) on settlement of liabilities	31,494	(2,549)		9,291
Gain on sales of assets	0	14,000	0	14,000
Interest expense, net	(264,473)	(67,895)	(644,511)	(199,099)
NET LOSS	$ (606,175)	$ (279,694)	$ (2,297,347)	$ (408,066)
Net Loss Per Share
Basic	$ (0.04)	$ (0.03)	$ (0.17)	$ (0.04)
Diluted	$ (0.04)	$ (0.03)	$ (0.17)	$ (0.04)
Weighted average shares outstanding
Basic	14,332,823	10,336,470	13,493,944	9,986,415
Diluted	14,332,823	10,336,470	13,493,944	9,986,415

XML

ACQUISITION

9 Months Ended

Sep. 30, 2019

ACQUISITION

ACQUISITION

NOTE 11 – ACQUISITION

Trinity Services LLC

On June 3, 2019 we entered into an Agreement and Plan of Share Exchange dated as of such date (the “Trinity Exchange Agreement”) with Trinity Services LLC, a Louisiana limited liability company (“Trinity”) and the sole member of Trinity (the “Trinity Member”). We completed the closing of the acquisition of Trinity on  June 26, 2019 (“Closing Date”). On the Closing Date, pursuant to the Exchange Agreement, we  acquired one hundred percent (100%) of the issued and outstanding membership interests of Trinity (“Trinity Membership Interests”) from the Trinity Member pursuant to which Trinity became our wholly owned subsidiary (“Trinity Acquisition”). In accordance with the terms of the Trinity Exchange Agreement, and in connection with the completion of the Acquisition, on the Closing Date we : (i) issued 2,000 shares of our 3% Series A Secured Convertible Preferred Stock (“Preferred Stock”), stated value $1,000 per share, (ii) paid $500,000 in cash to the Trinity Member, and (iii) assumed approximately $850,000 in notes related to equipment owned by Trinity (“Purchase Price”).

The Preferred Stock is convertible at $0.50 per share at any time after the issuance thereof and is secured by all of the unencumbered assets of Trinity. All outstanding shares of Preferred Stock shall automatically convert into shares of the Company’s common stock upon the earlier to occur of: (i) twelve months after the date of issuance of the Preferred Stock; or (ii) six months after the date of issuance of the Preferred Stock, provided that (a) all shares of the Company’s common stock issued upon conversion of the Preferred Stock may be sold under Rule 144 or pursuant to an effective registration statement without a restriction on resale, and (b) the average closing price of the Company’s common stock has been at least of $0.60 per share during the twenty (20) trading days prior to the date of conversion.

All of the shares of Preferred Stock, and the shares of the Company’s Common Stock underlying the Preferred Stock, issued in connection with the Acquisition are restricted securities, as defined in paragraph (a) of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Such shares were issued pursuant to an exemption from the registration requirements of the Securities Act, under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder.

The Preferred Stock issued has a stated value of $2,000,000. The fair value of the shares was based on an as if converted to common stock basis.

The acquisition of Trinity is being accounted for as a business combination under ASC 805. The Company is continuing to gather evidence to evaluate what identifiable intangible assets were acquired, such as a customer list, and the fair value of each, and expects to finalize the fair value of the acquired assets within one year of the acquisition date. The following information summarizes the provisional purchase consideration and preliminary allocation of the fair values assigned to the assets at the purchase date:

Preliminary Purchase Price:
Cash, net	$	500,000
Common Stock issued		1,800,000
Total purchase consideration	$	2,300,000
Preliminary Purchase Price Allocation
Cash	$	50,949
Accounts receivable		1,255,613
Prepaid expenses		47,141
Property and equipment		2,537,650
Right of use assets – operating leases		87,900
Accounts payable and accrued expenses		(750,438)
Right of use assets – operating leases		(87,900)
Notes payable		(840,915)
	$	2,300,000

The Company’s consolidated revenue and net loss for the three and nine months ended September 30, 2019 include revenue of $1,098,191 and $1,148,63, respectively and net income of $100,374 and $65,855, respectively related to the operations of Trinity since the acquisition date.

Momentum Water Transfer Services

On December 7, 2018 (“Closing Date”), we entered into an Agreement and Plan of Share Exchange dated as of such date (the “Exchange Agreement”) with Momentum Water Transfer Services LLC, a Texas limited liability company (“MWTS”) and the sole member of MWTS (the “MWTS Member”). On the Closing Date, pursuant to the Exchange Agreement, we acquired one hundred percent (100%) of the issued and outstanding membership interests of MWTS (“MWTS Membership Interests”) from the MWTS Member pursuant to which MWTS became our wholly owned subsidiary (“MWTS Acquisition”). In accordance with the terms of the Exchange Agreement, and in connection with the completion of the Acquisition, on the Closing Date we issued 550,000 shares of our common stock, par value $0.001 per share, paid $308,000 in cash, issued a short term payable of $53,710 that is due on demand and issued a 6% note to the MWTS Member in the amount of $800,000 in exchange for all of the issued and outstanding MWTS Membership Interests.

Unaudited Pro Forma Financial Information

The following schedule contains pro-forma consolidated results of operations for the three and nine months ended September 30, 2019 and 2018 as if the Trinity acquisition occurred on January 1, 2018 and as if the MWTS Acquisition had occurred on January 1, 2017. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2018, or of results that may occur in the future.

	Three months ended		Three months ended		Nine months ended		Nine months ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Revenue	$	2,064,516	$	2,245,281	$	7,841,062	$	7,191,759
Operating loss	$	(385,204)	$	(269,927)	$	(1,467,172)	$	(239,005)
Net loss	$	(552,175)	$	(361,939)	$	(2,223,316)	$	(458,010)
Loss per common share – basic and diluted	$	(0.04)	$	(0.03)	$	(0.16)	$	(0.05)

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ACCRUED EXPENSES AND OTHER LIABILITIES

9 Months Ended

Sep. 30, 2019

ACCRUED EXPENSES AND OTHER LIABILITIES

ACCRUED EXPENSES AND OTHER LIABILITIES

NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses as of September 30, 2019 and December 31, 2018 included the following:

	September 30, 2019		December 31, 2018
Payroll and payroll taxes payable	$	203,505	$	84,916
Sales tax payable		75,661		67,124
Interest payable		69,541		12,325
Credit cards payable		5,226		—
Other		47,384		43,546
Total Accrued Expenses	$	401,317	$	207,911

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basic and Diluted Net Loss per Share

The Company presents both basic and diluted net loss per share on the face of the statements of operations. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted per share calculations give effect to all potentially dilutive shares of common stock outstanding during the period, including stock options and warrants, and using the treasury-stock method. If anti-dilutive, the effect of potentially dilutive shares of common stock is ignored. For the nine months ended September 30, 2019, 820,000 of stock options, 895,001 of warrants, 4,000,000 shares issuable from Series A Preferred Stock and 600,000 shares issuable from convertible notes were considered for their dilutive effects. For the nine months ended September 30, 2018, 1,165,000 of convertible notes, stock options and warrants were considered for their dilutive effects.

	September 30, 2019		September 30, 2018
Basic and Diluted Loss
Net Loss	$	(2,297,347)	$	(408,066)
Basic and Dilutive Shares:
Weighted average basic shares outstanding		13,493,944		9,986,415
Net dilutive stock options		—		—
Dilutive shares		13,493,944		9,986,415

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016‑02, Leases (Topic 842) (ASU 2016‑02). Under ASU No. 2016‑2, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016‑02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, The Company adopted this standard on January 1, 2019 using the modified retrospective method. The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs; and all of the new standard’s available transition practical expedients.

On adoption, the Company recognized additional operating liabilities of $287,519, with corresponding Right of Use assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for its existing operating leases.

The new standard also provides practical expedients for a company’s ongoing accounting. The Company elected the short-term lease recognition exemption for its leases. For those leases with a lease term of 12 months or less, the Company will not recognize ROU assets or lease liabilities. The Company also made an accounting policy election to combine lease and non-lease components of operating leases for all asset classes.

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LONG-LIVED ASSETS (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Property, Plant and Equipment, Gross	$ 4,951,790	$ 2,304,164
Less: accumulated depreciation	(609,753)	(306,155)
Property, Plant and Equipment, Net	4,342,037	1,998,009
Equipment [Member]
Property, Plant and Equipment, Gross	4,018,194	1,409,237
Downhole Oil Tools Equipment [Member]
Property, Plant and Equipment, Gross	700,000	700,000
Vehicles [Member]
Property, Plant and Equipment, Gross	161,667	151,497
Furniture, fixtures and other [Member]
Property, Plant and Equipment, Gross	$ 71,929	$ 43,430

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ACQUISITION (Tables)

9 Months Ended

Sep. 30, 2019

ACQUISITION

Schedule of preliminary purchase consideration and preliminary allocation

Preliminary Purchase Price:
Cash, net	$	500,000
Common Stock issued		1,800,000
Total purchase consideration	$	2,300,000
Preliminary Purchase Price Allocation
Cash	$	50,949
Accounts receivable		1,255,613
Prepaid expenses		47,141
Property and equipment		2,537,650
Right of use assets – operating leases		87,900
Accounts payable and accrued expenses		(750,438)
Right of use assets – operating leases		(87,900)
Notes payable		(840,915)
	$	2,300,000

Schedule of unaudited pro forma financial information

The following schedule contains pro-forma consolidated results of operations for the three and nine months ended September 30, 2019 and 2018 as if the Trinity acquisition occurred on January 1, 2018 and as if the MWTS Acquisition had occurred on January 1, 2017. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2018, or of results that may occur in the future.

	Three months ended		Three months ended		Nine months ended		Nine months ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Revenue	$	2,064,516	$	2,245,281	$	7,841,062	$	7,191,759
Operating loss	$	(385,204)	$	(269,927)	$	(1,467,172)	$	(239,005)
Net loss	$	(552,175)	$	(361,939)	$	(2,223,316)	$	(458,010)
Loss per common share – basic and diluted	$	(0.04)	$	(0.03)	$	(0.16)	$	(0.05)

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Inoformation (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Jan. 01, 2019	Dec. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	820,000	1,165,000
Operating Lease, Right-of-Use Asset	$ 311,473			$ 0
Operating Lease, Liability	317,473
Finance Lease, Liability	$ 89,792
Accounting Standards Update 2016-02 [Member]
Operating Lease, Right-of-Use Asset			$ 287,519
Operating Lease, Liability			$ 287,519
Convertible Notes Payable [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	600,000
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	895,001
Series A Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,000,000

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INVENTORY (Tables)

9 Months Ended

Sep. 30, 2019

INVENTORY

Schedule of inventory

Inventory consisted of the following components:

	September 30, 2019		December 31, 2018
Raw materials and supplies	$	35,215	$	8,690
Work in progress		—		—
Finished and purchased products		114,198		131,972
Total inventory	$	149,413	$	140,662

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2019

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 15 – SUBSEQUENT EVENTS

On October 1, 2019, we entered into a second amendment to a secured promissory note to extend the maturity of the secured note held by a stockholder to June 30, 2020 and capitalizing the accrued interest of $4,559 where the total principal of the promissory note is now $44,559. All other terms of the note remained. In connection with this amendment, we issued a new common stock purchase warrant for 40,000 shares, with a ten-year term and a fixed exercise price of $0.15 per share and customary other provisions.(Note to Document: This is also discussed in the second item of Notes Payable - Unsecured)

On October 4, 2019, we sold for $30,000 property categorized on our balance sheet as an asset held for sale. This vacant property acquired by MG Cleaners years earlier is located in Carthage, Texas and not a part of our current operations. The original MG Cleaners seller note was secured by this property and received the proceeds of this sale of approximately $30,000. The seller note had a balance of $147,608 at the time of the sale of property. The remainder of the note was retired and paid in full by issuing 400,000 restricted shares of our common stock.

Subsequent to September 30, 2019, we issued 30,000 shares of our restricted common stock and 25,000 fully vested common stock options with a five-year term and exercisable at $0.25 for accounting consulting services.

On October 2, 2019 we entered into a premium finance note on behalf of Trinity's insurance renewal for its $125,377 annual premium. At execution, $21,009 was paid down with ten equal payments for the remainder and a 5.5% per annum interest rate.

On October 28, 2019 we entered into a premium finance note on behalf of the Company for its insurance renewal for its $114,993 annual premium. At execution, $21,073 was paid down with ten equal payments for the remainder and a 6.5% per annum interest rate.

In November 2019, we received a total of $630,080, net of closing costs, in return for an assignment and transfer to a specialty finance company of a specified percentage of the proceeds of each collection of future receipts received by us, collectively “Future Receipts” until the finance company has received the purchased amount of $910,000. This transaction is accounted for as a short term secured loan, with deferred financing costs of $279,920 recognized on the date of incurrence as a discount. Pursuant to the agreement we have discounted early payoff options.

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STOCK OPTIONS AND WARRANTS (Tables)

9 Months Ended

Sep. 30, 2019

STOCK OPTIONS AND WARRANTS

Schedule of stock option information

Summary stock option information is as follows:

					Weighted
	Aggregate	Aggregate		Exercise	Average
	Number	Exercise Price		Price Range	Exercise Price
Outstanding, December 31, 2018	640,000	$	320,350	$0.24 ‑ $2.18	$	0.50
Granted	300,000		135,000	0.45	$	0.45
Exercised	—		—	—		—
Cancelled, forfeited or expired	(120,000)		(77,850)	0.37 ‑ 2.18		0.65
Outstanding, September 30, 2019	820,000	$	377,500	$0.24 ‑ $2.00	$	0.46
Exercisable, September 30, 2019	786,667	$	351,167	$0.24 ‑ $2.00	$	0.45

Schedule of stock warrant information

Summary Stock warrant information is as follows:

					Weighted
	Aggregate	Aggregate		Exercise	Average
	Number	Exercise Price		Price Range	Exercise Price
Outstanding, December 31, 2018	525,001	$	218,750	$0.40 ‑ $0.75	$	0.42
Granted	370,000		111,000	0.30		0.30
Exercised	—		—	—		—
Cancelled, forfeited or expired	—		—	—		—
Outstanding, September 30, 2019	895,001	$	329,750	$0.30 ‑ 0.75	$	0.37
Exercisable, September 30, 2019	895,001	$	329,750	$0.30 ‑ 0.75	$	0.37

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STOCK OPTIONS AND WARRANTS - Stock warrant information (Details)	9 Months Ended
	Sep. 30, 2019 USD ($) $ / shares shares
Outstanding - Aggregate Number - Beginning Balance | shares	525,001
Granted - Aggregate Number | shares	370,000
Exercised - Aggregate Number | shares	0
Cancelled, Forfeited or Expired - Aggregate Number | shares	0
Outstanding - Aggregate Number - Ending Balance | shares	895,001
Outstanding - Exercisable | shares	895,001
Outstanding - Aggregate Exercise Price - Beginning Balance | $	$ 218,750
Granted - Aggregate Exercise Price | $	111,000
Exercised - Aggregate Excercise Price | $	0
Cancelled, forfeited or expired - Aggregate Exercise Price | $	0
Outstanding - Aggregate Exercise Price - Ending Balance | $	329,750
Outstanding - Exercisable Aggregate Excercise Price | $	$ 329,750
Granted - Excerise Price Range	$ 0.30
Exercised - Excerise Price Range	0.00
Exercise Price Range - Cancelled, Forfeited or Expired	0
Outstanding - Weighted Average Exercise Price - Beginning Balance	0.42
Granted - Weighted Average Exercise Price	0.30
Exercised - Weighted Average Exercise Price	0
Cancelled, Forfeited or Expired - Weighted Average Exercise Price	0
Outstanding - Weighted Average Exercise Price - Ending Balance	0.37
Outstanding - Exercisable Weighted Average Exercise Price	0.37
Maximum
Outstanding - Excerise Price Range - Beginning Balance	0.75
Outstanding - Excerise Price Range - Ending Balance	0.75
Outstanding - Exercisable Exercise Price Range	0.75
Minimum
Outstanding - Excerise Price Range - Beginning Balance	0.40
Outstanding - Excerise Price Range - Ending Balance	0.30
Outstanding - Exercisable Exercise Price Range	$ 0.30

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LONG-LIVED ASSETS - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
LONG-LIVED ASSETS
Amortization	$ 21,748	$ 6,275
Depreciation			$ 317,036	$ 60,658
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months	29,000		29,000
Finite-Lived Intangible Assets, Amortization Expense, Year Two	29,000		29,000
Finite-Lived Intangible Assets, Amortization Expense, Year Three	29,000		29,000
Finite-Lived Intangible Assets, Amortization Expense, Year Four	29,000		29,000
Finite-Lived Intangible Assets, Amortization Expense, Year Five	29,000		29,000
Finite-Lived Intangible Assets, Amortization Expense, after Year Five	$ 184,894		$ 184,894

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NOTES PAYABLE - Unsecured notes payable (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Notes payable:
Unsecured Debt Current And Noncurrent	$ 160,375	$ 131,126
Less current maturities	(160,375)	(131,126)
Long term debt, net of current maturities	0	0
Unsecured Note June 8, 2018 [Member]
Notes payable:
Unsecured Debt	0	31,126
Unsecured Note August 10 2018 [Member]
Notes payable:
Unsecured Debt	40,000	65,000
Unsecured Advances from Momentum Water Transfer Service LLC [Member]
Notes payable:
Unsecured Debt	35,000	35,000
Unsecured Note with Vendor October 2019 [Member]
Notes payable:
Unsecured Debt	$ 85,375	$ 0

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LEASES - Other information (Details)	Sep. 30, 2019
Weighted-average remaining lease term (years)
Operating leases	3 years 7 months 6 days
Finance leases	1 year 10 months 24 days
Weighted-average discount rate
Operating leases	13.00%
Finance leases	11.60%

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COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	1 Months Ended
	May 31, 2019	Oct. 31, 2017	Sep. 30, 2019
Estimated Litigation Liability			$ 40,000
Severance pay per month	$ 14,167
Stephen Christian [Member]
Officers Compensation Description		monthly salary of $8,333 for the first six months of the effective date and $10,000 a month thereafter
Chief Financial Officer [Member]
Officers Compensation		$ 15,000
Officers Vehicle Allowances		$ 750

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BACKGROUND AND BASIS OF PRESENTATION (Details) - USD ($)	1 Months Ended	9 Months Ended
	Sep. 19, 2017	Sep. 30, 2019	Sep. 30, 2018
Payments to Acquire Businesses, Gross		$ 449,051	$ 0
Accounts Payable, Related Parties		$ 50,000
MG Cleaners LLC [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	4,578,276
Payments to Acquire Businesses, Gross	$ 300,000
Business Combination, Consideration Transferred, Liabilities Incurred	250,000
Business Combination, Consideration Transferred, Other	50,000
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	$ 500,000

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REVENUE - Additional Information (Details)	9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Sales Revenue, Net [Member]
Concentration Risk, Percentage	10.00%		10.00%
Sales Revenue, Net [Member] | Customer [Member]
Concentration Risk, Percentage	38.00%	52.00%
Sales Revenue, Net [Member] | Customer One [Member]
Concentration Risk, Percentage	16.00%	2.00%
Sales Revenue, Net [Member] | Customer Two [Member]
Concentration Risk, Percentage	12.00%	21.00%
Sales Revenue, Net [Member] | Customer Three [Member]
Concentration Risk, Percentage	10.00%	31.00%
Accounts Receivable [Member]
Concentration Risk, Percentage	10.00%		10.00%
Accounts Receivable [Member] | Customer [Member]
Concentration Risk, Percentage	48.00%		51.00%

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LEASES

9 Months Ended

Sep. 30, 2019

LEASES

LEASES

NOTE 13 – LEASES

The Company has operating and finance leases for sales and administrative offices, motor vehicles and certain machinery and equipment. The Company’s leases have remaining lease terms of 1 year to 4 years. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend the lease when it is reasonably certain that the Company will exercise those options. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the initial ROU asset or lease liability. The Company’s lease agreements do not contain any material restrictive covenants.

The components of lease cost for operating and finance leases for the three and nine months ended September 30, 2019 were as follows:

	Three Months Ended		Nine Months Ended
Lease Cost	September 30, 2019		September 30, 2019
Operating lease cost	$	109,529	$	212,439
Finance lease cost
Amortization of right-of-use assets		10,476		28,216
Interest on lease liabilities		4,969		17,207
Total finance lease cost	$	15,445	$	45,423
Short-term lease cost	$	134,082	$	474,726
Variable lease cost		—		—
Sublease income		—		—
Total lease cost	$	259,056	$	732,588

Supplemental cash flow information related to leases was as follows:

	Nine Months Ended
Other Lease Information	September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	123,212
Operating cash flows from finance leases	$	17,207
Financing cash flows from finance leases	$	48,376

The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets at September 30, 2019:

Lease Position	September 30, 2019
Operating Leases
Operating lease right-of-use assets	$	311,473
Right of use liability operating lease short term	$	128,969
Right of use liability operating lease long term		188,504
Total operating lease liabilities	$	317,473
Finance Leases
Equipment	$	166,255
Accumulated depreciation		(41,792)
Net Property	$	124,463
Long-term debt due within one year		62,389
Long-Term Debt		27,403
Total finance lease liabilities	$	89,792

The Company utilizes the incremental borrowing rate in determining the present value of lease payments unless the implicit rate is readily determinable.

Lease Term and Discount Rate	September 30, 2019
Weighted-average remaining lease term (years)
Operating leases	3.6
Finance leases	1.9
Weighted-average discount rate
Operating leases	13.0	%
Finance leases	11.6	%

The following table provides the maturities of lease liabilities at September 30, 2019:

At September 30, 2019, the Company had no additional leases which had not yet commenced.

	Operating		Finance
Maturity of Lease Liabilities at September 30, 2019	Leases		Leases
2019	$	62,454	$	58,923
2020		132,317		15,769
2021		106,861		15,769
2022		47,673		10,404
2023		24,000		1,287
2024 and thereafter		10,000		—
Total future undiscounted lease payments	$	383,305	$	102,152
Less: Interest		(65,832)		(12,360)
Present value of lease liabilities	$	317,473	$	89,792

Future minimum lease payments for operating leases accounted for under ASC 840, "Leases," with remaining non-cancelable terms in excess of one year at December 31, 2018 were as follows:

Minimum Lease Commitments at December 31, 2018
2019	$	145,940
2020		39,940
2021		18,340
2022		—
2023		—
Total	$	204,220

During the nine months ended September 30, 2019, the Company entered into two new leases for forklifts that were determined to be finance leases under ASC 842. One lease is for a period of three years, with monthly payments of $671 and the second lease is for a period of 48 months with monthly payments of $644. The Company capitalized an asset and right of use finance lease liability of $43,888 related to these finance leases.

The Company also entered into two new operating leases for two vehicles. Each lease is for a period of four years, with monthly payments of $875 per vehicle. The Company recognized initial right of use assets and right of use operating lease liabilities of $65,266 in total for these vehicles. The Company also acquired an operating lease for office and warehouse space as part of the Trinity Acquisition and recognized a right of use asset and operating lease liability of $87,900 as part of the purchase price accounting. This lease is for a term of 60 months with a monthly payment of $2,000.

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CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 13,353	$ 1,608
Accounts receivable, net of allowance for doubtful accounts of $147,015 and $25,000	1,967,075	703,959
Inventory	149,413	140,662
Assets held for sale	30,000	42,300
Prepaid expenses and other current assets	136,951	96,871
Total current assets	2,296,792	985,400
Property and equipment, net of accumulated depreciation of $609,753 and $306,155	4,342,037	1,998,009
Other assets	20,386	27,631
Right of use assets - operating lease	311,473	0
Intangible assets, net of accumulated amortization $32,092 and $10,344	307,908	329,656
Goodwill	185,751	185,751
Total assets	7,464,347	3,526,447
Current liabilities:
Accounts payable	1,908,564	968,507
Accounts payable - related party	0	21,000
Accrued expenses and other liabilities	401,317	207,911
Right of use liabilities - operating leases short term	128,969	0
Right of use liabilities - finance leases short term	62,389	0
Deferred revenue	0	39,877
Secured line of credit	1,348,916	593,888
Current portion of note payable - related party	51,932	62,750
Current portion of unsecured notes payable	160,375	131,126
Current portion of secured notes payable, net	1,085,994	328,328
Current portion of capital lease liability	0	53,728
Total current liabilities	5,148,456	2,407,115
Long term liabilities:
Convertible note payable, net	248,306	161,970
Note payable - related party, net of current portion	12,003	46,913
Notes payable - secured, net of current portion	1,343,140	967,846
Right of use liabilities - operating leases, net of current portion	188,504	0
Right of use liabilities - finance leases, net of current portion	27,403	0
Capital lease liability, net of current portion	0	40,552
Total liabilities	6,967,812	3,624,396
Commitments and contingencies
Stockholders' equity (deficit)
Preferred stock - $0.001 par value; authorized 1,000,000 shares as of September 30, 2019 and December 31, 2018; issued and outstanding 2,000 and none at September 30, 2019 and December 31, 2018	2	0
Common stock - $0.001 par value; authorized 25,000,000 shares as of September 30, 2019 and December 31, 2018; issued and outstanding 14,451,372 and 11,910,690 at September 30, 2019 and December 31, 2018	14,451	11,911
Additional paid in capital	4,456,856	1,567,567
Accumulated deficit	(3,974,774)	(1,677,427)
Total stockholders' deficit	496,535	(97,949)
Total liabilities and stockholders' deficit	$ 7,464,347	$ 3,526,447

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,297,347)	$ (408,066)
Adjustments to reconcile net income to net cash used in operating activities:
Stock based compensation	239,527	42,012
Depreciation and amortization	338,784	66,933
Amortization of deferred financing costs	204,960	117,972
Amortization of right of use assets - operating leases	129,212	0
Impairment expense	12,300	0
Gain (loss) on settlement of liabilities		(9,291)
Bad debt expense (recovery)	10,087	10,407
Gain (loss) on disposal of assets	(1,758)	(13,386)
Changes in:
Accounts receivable	68,410	(214,588)
Inventory	(8,751)	(6,442)
Prepaid expenses and other current assets	14,306	26,504
Other assets	0	(32,541)
Accounts payable	586,825	207,911
Accounts payable related party	0	(45,585)
Accrued expenses and other liabilities	193,406	78,694
Right of use operating lease liabilities	(123,212)	0
Deferred revenue	(39,877)	0
Net cash used in operating activities	(585,205)	(179,466)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition of Trinity Services LLC	(449,051)	0
Proceeds from the sale of property and equipment	0	14,000
Cash paid for purchase of property and equipment	(163,768)	(95,869)
Net cash used in investing activities	(612,819)	(81,869)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from secured line of credit, net	711,809	134,937
Proceeds from notes payable	0	211,243
Payments on notes payable	0	(367,572)
Payments on ROU liabilities - finance leases	(48,376)	0
Proceeds from sales of common stock	359,000	0
Proceeds from notes payable, related party	125,239	43,100
Payments on notes payable, related party	(170,967)	(67,504)
Payments on capital lease liability	0	(24,275)
Payments on MG Cleaners acquisition - related party	(21,000)	(29,000)
Proceeds from notes payable	480,000	0
Payments on notes payable	(275,936)	0
Proceeds from convertible notes payable	50,000	250,000
Proceeds from sales of common stock, net	0	276,044
Net cash provided by financing activities	1,209,769	426,973
NET CHANGE IN CASH AND CASH EQUIVALENTS	11,745	165,638
CASH AND CASH EQUIVALENTS, beginning of period	1,608	85,570
CASH AND CASH EQUIVALENTS, end of period	13,353	251,208
Supplemental disclosures:
Cash paid for income taxes	0	0
Cash paid for interest	221,140	79,146
Noncash investing and financing activities
Shares issued for equipment purchase	0	700,000
Capitalization of ROU assets and liabilities - finance	43,888	0
Capitalization of ROU assets and liabilities - operating	352,785	0
Shares issued for acquisition of Trinity	1,800,000	0
Intangible assets acquired from issuance of note payable, related party	0	150,000
Purchase of fixed assets with note payable	0	41,481
Property and equipment purchased with capital lease	0	131,718
Settlement of accounts payable with note payable	259,193	0
Warrants issued with notes payable - debt discount	165,094	17,476
Expenses paid by related party	0	8,034
Shares issued to settle liabilities	138,016	5,000
Beneficial conversion feature on convertible notes payable	0	100,000
Settlement of notes payable with common stock issuance	102,274	0
Prepaid expenses financed with note payable	$ 0	$ 75,931

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COMMON AND PREFERRED STOCK

9 Months Ended

Sep. 30, 2019

COMMON AND PREFERRED STOCK

COMMON AND PREFERRED STOCK

NOTE 9 – COMMON AND PREFERRED STOCK

During the year ended December 31, 2018, the Company issued a total of 80,000 common shares to three consultants for services. During the nine months ended September 30, 2019, the Company recognized expense of $31,896 related to these services.

In May 2019, the Company issued a total of 200,000 common shares to consultants for services. During the nine months ended September 30, 2019, the Company recognized expense of $38,449 related to these services.

During the nine months ended September 30, 2019, the Company issued 393,312 shares of its restricted common stock in settlement of $138,012 of liabilities. The fair value of the common stock issued was $124,685 resulting in a gain on settlement of $13,328.

During the nine months ended September 30, 2019, the Company issued 1,436,000 shares of its restricted common stock for proceeds of $359,000 from accredited investors.

In April 2019, the Company issued 511,370 shares of its restricted common stock to settle a $100,000 note payable and accrued interest of $2,474 in full that was originally issued in January 2019.

Preferred Stock – Series A Convertible Preferred stock

On June 4, 2019 the company filed a Certificate of Designation of Preferences, Rights and Limitations of 3% Series “A” Convertible Preferred Stock to create a new class of stock in connection with its pending acquisition.  This Series A Convertible Preferred stock has designated 2,000 shares, has a stated value of $1,000 per share and was delivered to the seller of Trinity Services LLC at closing.

The Series A Preferred Stock shall, with respect to dividend distributions and distributions upon liquidation, winding up or dissolution of the Corporation, rank senior to all classes of Common Stock and to each other class of Capital Stock of the Corporation or series of Preferred Stock of the Corporation existing or hereafter created. The Series A Preferred Stock shall pay a three percent (3%) annual dividend on the outstanding Series A Preferred Stock, all of which shall be accrued until the Series A Preferred Stock has been converted.

At any time from issuance, the stated value of each outstanding share of Series A Preferred Stock, plus accrued dividends thereon, shall be convertible (in whole or in part), at the option of the Holder into shares of the Company’s Common Stock at a fixed conversion price of $0.50 per share on the date on which the Holder notices a conversion.

All outstanding shares of Series A Preferred Stock shall automatically convert into shares of the Company’s Common Stock upon the earlier to occur of: (i) twelve months after the date of issuance of the Series A Preferred Stock; or (ii) six months after the date of issuance of the Series A Preferred Stock, provided that (a) all shares of the Company’s Common Stock issued upon conversion may be sold under Rule 144 or pursuant to an effective registration statement without a restriction on resale, and (b) the average closing price of the Company’s Common Stock has been at least of $0.60 per share during the twenty (20) trading days prior to the date of conversion.

The Holders shall have the right to receive notice of any meeting of holders of Common Stock or Series A Preferred Stock and to vote upon any matter submitted to a vote of the holders of Common Stock or Series A Preferred Stock, on an as-converted basis. Except as otherwise expressly set forth in the Certificate of Incorporation (including this Certificate of Designation), the Holders shall vote on each matter submitted to them with the holders of Common Stock and all other classes and series of Capital Stock entitled to vote on such matter, taken together as a single class, if any.

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INVENTORY

9 Months Ended

Sep. 30, 2019

INVENTORY

INVENTORY

NOTE 5 - INVENTORY

Inventory consisted of the following components:

	September 30, 2019		December 31, 2018
Raw materials and supplies	$	35,215	$	8,690
Work in progress		—		—
Finished and purchased products		114,198		131,972
Total inventory	$	149,413	$	140,662

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ACCRUED EXPENSES AND OTHER LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2019

ACCRUED EXPENSES AND OTHER LIABILITIES

Schedule of accrued expenses

Accrued expenses as of September 30, 2019 and December 31, 2018 included the following:

	September 30, 2019		December 31, 2018
Payroll and payroll taxes payable	$	203,505	$	84,916
Sales tax payable		75,661		67,124
Interest payable		69,541		12,325
Credit cards payable		5,226		—
Other		47,384		43,546
Total Accrued Expenses	$	401,317	$	207,911

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of basic and diluted net loss per share for their dilutive effects

	September 30, 2019		September 30, 2018
Basic and Diluted Loss
Net Loss	$	(2,297,347)	$	(408,066)
Basic and Dilutive Shares:
Weighted average basic shares outstanding		13,493,944		9,986,415
Net dilutive stock options		—		—
Dilutive shares		13,493,944		9,986,415

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RELATED PARTY TRANSACTIONS (Details) - USD ($)	1 Months Ended	6 Months Ended	9 Months Ended
	Sep. 19, 2017	Jul. 31, 2019	Sep. 30, 2019	Sep. 30, 2018	Jun. 30, 2019	Dec. 31, 2018
Payments to Acquire Businesses, Gross			$ 449,051	$ 0
MG Cleaners LLC [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	4,578,276
Payments to Acquire Businesses, Gross	$ 300,000
Business Combination, Consideration Transferred, Liabilities Incurred	250,000
Business Combination, Consideration Transferred, Other	50,000
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned	$ 500,000
Due to Related Parties			$ 0			$ 21,000
Flemming And Boylan And Christian [Member]
Due to Employees					$ 12,500
John Boylan [Member]
Business Combination, Acquisition Related Costs Per Month		$ 13,000

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NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2019	Jul. 26, 2019	Dec. 31, 2018
Notes payable:
Notes Payable	$ 2,488,905		$ 1,535,924
Less, discount	(59,771)		(239,750)
Less current maturities	(1,085,994)		(328,328)
Long term debt, net of current maturities	1,343,140		967,846
Secured Note October 2010 [Member]
Notes payable:
Notes Payable	147,608		180,552
Secured Note August 2017 [Member]
Notes payable:
Notes Payable	0		49,885
Secured Note February 2017 [Member]
Notes payable:
Notes Payable	13,434		25,960
Secured Note January 2018 [Member]
Notes payable:
Notes Payable	29,635		35,562
Secured Note June 2018 [Member]
Notes payable:
Notes Payable	0		143,965
Secured Note Dec 2018 One [Member]
Notes payable:
Notes Payable	100,000		100,000
Secured Note Dec 2018 Two [Member]
Notes payable:
Notes Payable	100,000		100,000
Secured Note Dec 2018 Three [Member]
Notes payable:
Notes Payable	100,000		100,000
Secured Note Dec 2018 Four [Member]
Notes payable:
Notes Payable	792,469		800,000
Secured Note May 2019 One [Member]
Notes payable:
Notes Payable	100,000		0
Secured Note May 2019 Two [Member]
Notes payable:
Notes Payable	80,000		0
Secured Note Jan 2019 One [Member]
Notes payable:
Notes Payable	701,941		0
Secured Note September 2019 [Member]
Notes payable:
Notes Payable	200,000		0
Secured Note July 2019 [Member]
Notes payable:
Notes Payable	$ 123,818	$ 247,637	$ 0

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COMMON AND PREFERRED STOCK (Details) - USD ($)			1 Months Ended		3 Months Ended	9 Months Ended		12 Months Ended
	Jun. 04, 2019	Jan. 11, 2019	May 31, 2019	Apr. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Debt Conversion, Original Debt, Amount						$ 138,012
Loss On Settlement Extinguishment Of Debt						13,328
Proceeds from Issuance of Common Stock						$ 359,000	$ 0
Stock Issued During Period, Value, Issued for Services					$ 8,230
Preferred Stock, Shares Authorized						1,000,000		1,000,000
Three Consultants [Member]
Stock Issued During Period, Shares, Issued for Services								80,000
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost						$ 31,896
One Consultants [Member]
Stock Issued During Period, Shares, Issued for Services			200,000
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost						$ 38,449
Restricted Stock [Member]
Stock Issued During Period, Shares, Other				511,370		393,312
Debt Conversion, Original Debt, Amount				$ 100,000
Debt Conversion Original Debt Accrued Interest				$ 2,474
Stock Issued During Period, Value, Other		$ 203,525				$ 124,685
Restricted Stock [Member] | Investor [Member]
Stock Issued During Period, Shares, Other						1,436,000
Series A Preferred Stock [Member]
Stock Issued During Period, Value, Issued for Services					$ 0
Preferred Stock, Dividend Rate, Percentage	3.00%
Preferred Stock, Stated Value per share	$ 1,000
Preferred Stock, Convertible, Conversion Price						$ 0.50
Preferred Stock, Convertible, Stock Price Trigger						$ 0.60
Preferred Stock, Convertible Threshold Trading Days						20 days

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LONG-LIVED ASSETS (Tables)

9 Months Ended

Sep. 30, 2019

LONG-LIVED ASSETS

Schedule of property, plant and equipment

Property and equipment at September 30, 2019 and December 31, 2018 consisted of the following:

	September 30, 2019		December 31, 2018
Equipment	$	4,018,194	$	1,409,237
Downhole oil tools		700,000		700,000
Vehicles		161,667		151,497
Furniture, fixtures and other		71,929		43,430
		4,951,790		2,304,164
Less: accumulated depreciation		(609,753)		(306,155)
	$	4,342,037	$	1,998,009

Schedule of intangible assets

Intangible assets at September 30, 2019 and December 31, 2018 consisted of the following:

	Useful
	Life
	(yr)	September 30, 2019		December 31, 2018
RigHands (Trademark & Formula)	15	$	150,000	$	150,000
MWST Tradename	10		190,000		190,000
			340,000		340,000
Less: accumulated amortization			(32,092)		(10,344)
		$	307,908	$	329,656

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basic and Diluted Net Loss per Share

Basic and Diluted Net Loss per Share

The Company presents both basic and diluted net loss per share on the face of the statements of operations. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted per share calculations give effect to all potentially dilutive shares of common stock outstanding during the period, including stock options and warrants, and using the treasury-stock method. If anti-dilutive, the effect of potentially dilutive shares of common stock is ignored. For the nine months ended September 30, 2019, 820,000 of stock options, 895,001 of warrants, 4,000,000 shares issuable from Series A Preferred Stock and 600,000 shares issuable from convertible notes were considered for their dilutive effects. For the nine months ended September 30, 2018, 1,165,000 of convertible notes, stock options and warrants were considered for their dilutive effects.

	September 30, 2019		September 30, 2018
Basic and Diluted Loss
Net Loss	$	(2,297,347)	$	(408,066)
Basic and Dilutive Shares:
Weighted average basic shares outstanding		13,493,944		9,986,415
Net dilutive stock options		—		—
Dilutive shares		13,493,944		9,986,415

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016‑02, Leases (Topic 842) (ASU 2016‑02). Under ASU No. 2016‑2, an entity is required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU No. 2016‑02 offers specific accounting guidance for a lessee, a lessor and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. For public companies, The Company adopted this standard on January 1, 2019 using the modified retrospective method. The new standard provides a number of optional practical expedients in transition. The Company elected the ‘package of practical expedients’, which permitted the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs; and all of the new standard’s available transition practical expedients.

On adoption, the Company recognized additional operating liabilities of $287,519, with corresponding Right of Use assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for its existing operating leases.

The new standard also provides practical expedients for a company’s ongoing accounting. The Company elected the short-term lease recognition exemption for its leases. For those leases with a lease term of 12 months or less, the Company will not recognize ROU assets or lease liabilities. The Company also made an accounting policy election to combine lease and non-lease components of operating leases for all asset classes.

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LEASES - Additional Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Operating Lease, Liability	$ 317,473
Operating Lease, Right-of-Use Asset	311,473	$ 0
Finance Lease, Right-of-Use Asset	$ 43,888
Finance lease one
Lessee, Finance Lease, Term of Contract	3 years
Finance Lease Monthly Rental Payments	$ 671
Finance lease two
Lessee, Finance Lease, Term of Contract	48 months
Finance Lease Monthly Rental Payments	$ 644
Operating lease vehicles
Operating Lease, Right-of-Use Asset	65,266
Operating lease vehicle one
Operating Lease Monthly Rental Payments	$ 875
Lessee, Operating Lease, Term of Contract	4 years
Operating lease vehicle two
Operating Lease Monthly Rental Payments	$ 875
Lessee, Operating Lease, Term of Contract	4 years
Office and warehouse space, Trinity Acquisition
Operating Lease, Liability	$ 87,900
Operating Lease, Right-of-Use Asset	87,900
Operating Lease Monthly Rental Payments	$ 2,000
Lessee, Operating Lease, Term of Contract	60 months
Minimum
Remaining Lease Term	1 year
Maximum
Remaining Lease Term	4 years

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NOTES PAYABLE - Future maturities of secured notes payable (Details)	Sep. 30, 2019 USD ($)
NOTES PAYABLE
2019	$ 863,204
2020	399,461
2021	334,940
2022	262,843
2023	628,457
Long-term Debt	$ 2,488,905

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STOCK OPTIONS AND WARRANTS (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Granted - Excerise Price Range	$ 0.45
Exercised- Exercise Price Range	$ 0.00
Maximum
Exercise Price Range - Cancelled, Forfeited or Expired	$ 2.18
Outstanding - Exercisable Exercise Price Range	$ 2.00
Minimum
Exercise Price Range - Cancelled, Forfeited or Expired	$ 0.37
Outstanding - Exercisable Exercise Price Range	$ 0.24
Employee Stock Option [Member]
Outstanding - Aggregate Number - Beginning Balance	640,000
Granted - Aggregate Number	300,000
Exercised - Aggregate Number	0
Cancelled, Forfeited or Expired - Aggregate Number	(120,000)
Outstanding - Aggregate Number - Ending Balance	820,000	640,000
Outstanding - Exercisable	786,667
Outstanding - Aggregate Exercise Price - Beginning Balance	$ 320,350
Granted - Aggregate Exercise Price	135,000
Exercised - Aggregate Exercise Price	0
Cancelled, forfeited or expired - Aggregate Exercise Price	(77,850)
Outstanding - Aggregate Exercise Price - Ending Balance	377,500	$ 320,350
Outstanding - Exercisable Aggregate Exercise Price	$ 351,167
Outstanding - Weighted Average Exercise Price - Beginning Balance	$ 0.50
Granted - Weighted Average Exercise Price	0.45
Exercised - Weighted Average Exercise Price	0.00
Cancelled, Forfeited or Expired - Weighted Average Exercise Price	0.65
Outstanding - Weighted Average Exercise Price - Ending Balance	0.46	$ 0.50
Outstanding - Exercisable Weighted Average Exercise Price	0.45
Employee Stock Option [Member] | Maximum
Outstanding - Exercise Price Range - Maximum	2.00	2.18
Employee Stock Option [Member] | Minimum
Outstanding - Exercise Price Range - Minimum	$ 0.24	$ 0.24

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LEASES - Lease-related assets and liabilities (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Operating Leases
Operating lease right-of-use assets	$ 311,473	$ 0
Right of use liability operating lease short term	128,969	0
Right of use liability operating lease long term	188,504
Total operating lease liabilities	317,473
Finance Leases
Equipment	166,255
Accumulated depreciation	(41,792)
Net Property	124,463
Long-term debt due within one year	62,389	$ 0
Long-Term Debt	27,403
Total finance lease liabilities	$ 89,792

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ACQUISITION - Additional Information (Details) - USD ($)	1 Months Ended		3 Months Ended						9 Months Ended
	Jun. 26, 2019	Dec. 07, 2018	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 20, 2019	Jul. 26, 2019	Jun. 03, 2019	May 31, 2019	Apr. 30, 2019	Sep. 28, 2018	Jun. 08, 2018
Debt Instrument, Interest Rate, Stated Percentage		10.00%									12.00%	7.00%					6.50%
Payments to Acquire Businesses, Gross									$ 449,051	$ 0
Debt Instrument, Face Amount														$ 100,000
Debt Instrument, Convertible, Conversion Price															$ 0.50	$ 0.50
Preferred stock, stated value													$ 2,000,000
Revenues			$ 2,064,516			$ 1,026,949			4,911,401	3,192,432
Net Income (Loss) Attributable to Parent			(606,175)	$ (980,910)	$ (710,262)	(279,694)	$ (148,115)	$ 19,743	(2,297,347)	$ (408,066)
Common Stock [Member]
Net Income (Loss) Attributable to Parent			0	$ 0	$ 0	$ 0	$ 0	$ 0
Momentum Water Transfer Services LLC [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares		550,000
Debt Instrument, Interest Rate, Stated Percentage		6.00%
Business Acquisition, Share Price		$ 0.001
Payments to Acquire Businesses, Gross		$ 308,000
Business Combination, Consideration Transferred, Liabilities Incurred		53,710
Debt Instrument, Face Amount		$ 800,000
Trinity Services LLC [Member]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	2,000
Payments to Acquire Businesses, Gross	$ 500,000								500,000
Debt Instrument, Face Amount	$ 850,000
Revenues			1,098,191						114,863
Net Income (Loss) Attributable to Parent			$ 100,374						$ 65,855
Trinity Services LLC [Member] | Common Stock [Member]
Sale of Stock, Price Per Share			$ 0.60						$ 0.60
Trinity Services LLC [Member] | Convertible Preferred Stock [Member]
Debt Instrument, Convertible, Conversion Price			$ 0.50						$ 0.50
Trinity Services LLC [Member] | Series A Secured Convertible Preferred Stock [Member]
Debt Instrument, Interest Rate, Stated Percentage	3.00%
Business Acquisition, Share Price	$ 1,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net Income (Loss)	$ (606,175)	$ (980,910)	$ (710,262)	$ (279,694)	$ (148,115)	$ 19,743	$ (2,297,347)	$ (408,066)
Basic and Dilutive Shares:
Weighted average basic shares outstanding	14,332,823			10,336,470			13,493,944	9,986,415
Net dilutive stock options							0	0
Dilutive shares	14,332,823			10,336,470			13,493,944	9,986,415

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INVENTORY (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
INVENTORY
Raw materials and supplies	$ 35,215	$ 8,690
Work in progress	0	0
Finished and purchased products	114,198	131,972
Total inventory	$ 149,413	$ 140,662

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NOTES PAYABLE

9 Months Ended

Sep. 30, 2019

NOTES PAYABLE

NOTES PAYABLE

NOTE 8 – NOTES PAYABLE

Notes payable included the following:

	September 30,		December 31,
	2019		2018
Notes payable:
Secured note payable issued on October 15, 2010 and refinanced in January 2015 for purchase of all membership interest, bearing interest of 6% per year and due in monthly installments ending September 25, 2022.	$	147,608	$	180,552
Secured note payable issued August 14, 2017, bearing interest of 7.25% per year, due in monthly installments ending August 1, 2021.		—		49,885
Secured finance facility issued February 2, 2017, bearing effective interest of 6%, due monthly installments ending August 20, 2020.		13,434		25,960
Secured note payable issued January 2, 2018, bearing interest of 6.29% per year, due in monthly installments ending January 2023.		29,635		35,562
Secured funding advance agreement issued June 27, 2018, bearing effective interest of 20%, due in daily installments ending April 2019, principal balance $143,965, net of deferred financing costs of $43,412.		—		143,965
Secured note payable issued to a shareholder who controls approximately 8.8% of votes December 7, 2018, bearing interest of 10% per year, due one year after issuance, principal balance $100,000, net of deferred financing costs of $19,924.		100,000		100,000
Secured note payable issued to a shareholder who controls approximately 7.5% of votes December 7, 2018, bearing interest of 10% per year, due one year after issuance, principal balance $100,000, net of deferred financing costs of $19,924.		100,000		100,000
Secured note payable issued December 7, 2018, bearing interest of 10% per year, due one year after issuance, principal balance $100,000, net of deferred financing costs of $19,923.		100,000		100,000
Secured note payable issued on December 7, 2018 related to the acquisition of Momentum Water Transfer Services LLC, bearing interest of 6% per year and due in monthly installments of $7,500, with a maturity date of December 8, 2023.		792,469		800,000
Secured note payable issued to a shareholder who controls approximately 8.8% of votes May 1, 2019, bearing interest of 10% per year, due July 1, 2019, principal balance $100,000. Note was extended to September 30, 2019.		100,000		—
Secured note payable issued to a shareholder who controls approximately 8.8% of votes May 1, 2019, bearing interest of 10% per year, due September 30, 2019.		80,000		—
Various notes payable secured by equipment of Big Vehicle & Equipment Company, LLC, bearing interest ranging from 2.72% to 8% maturing through August 2023.		701,941		—
Secured note payable issued September 20, 2019, bearing interest of 12% per year, due in monthly installments ending December 2019.		200,000		—
Secured note payable issued July 26, 2019, bearing interest of 7% per year, due in monthly installments ending July 2020		123,818		—
		2,488,905		1,535,924
Less discounts		(59,771)		(239,750)
Less current maturities		(1,085,994)		(328,328)
Long term debt, net of current maturities	$	1,343,140	$	967,846

On October 15, 2010, the former managing member of MG Cleaners purchased MG Cleaners from the previous membership interest owners. In connection with that transaction, a $450,000 seller note was issued to the sellers. The note bears an interest rate of 8% and principal and interest payments are made monthly. The remaining principal balance of $307,391 was refinanced by the note holder in January 2015, bearing an interest rate of 6.00%, with principal and interest payments due monthly. The note is secured by the land and building originally occupied by SMG, and said property is no longer occupied.

On August 14, 2017, we refinanced a note payable for $66,348. The unsecured note bears an interest rate of 7.25% per annum, has 47 monthly payments of $1,400, with a balloon payment of $12,086 at maturity on August 1, 2021. The refinanced amount is identical to the remaining principal balance under the previous loan, thus no gain or loss has been recognized.

On February 2, 2017, we refinanced two truck notes existing with a community bank for one new note of $53,610. The term was principal and interest payments monthly over 42 months with an interest rate of 6%. The note is secured by certain trucks and equipment of the Company. The refinanced amount is identical to the remaining principal balance under the previous loan.

On January 2, 2018, we financed a truck with a note to a bank. The $41,481 note has an interest rate of 6.29% and payments of principal and interest are paid monthly. The note is secured by the truck purchased. This note matures in January 2023.

On December 7, 2018, the Company issued and sold secured promissory notes in the aggregate principal amount of $300,000 to three separate purchasers. In addition to the issuance of the Notes an aggregate of 500,000 warrants (“Warrants”) were issued to the purchasers of the Notes. The Warrants are exercisable for a period of five years and are exercisable at $0.40 per share. Interest on the Notes shall be paid to the purchasers at a rate of 10.0% per annum, paid on a quarterly basis, and the maturity date of the Note is one year after the issuance date. The Notes are secured by all of the assets of the Company and the assets of MWTS, subject to prior liens and security interests. The warrants were valued at $203,337 and recorded as a discount to the notes payable. The discount will be amortized over the life of the notes payable.

On December 7, 2018 the Company issued a 6% note to the MWTS Member in the amount of $800,000 as part of the purchase price for MWTS. The note requires monthly payment of $7,500, matures December 8, 2023 and is secured by all the assets of the Company subject to prior security interests.

On January 11, 2019 the Company issued a $100,000 10% note to a shareholder who controls approximately 8.8%. The note matures on December 7, 2019 and is secured by a junior lien against the Company assets. In April 2019, the Company issued 511,370 shares of its restricted common stock with a fair value of $203,525 to settle this $100,000 note payable and $2,274 accrued interest in full. The transaction resulted in a loss on settlement of $101,251.

In May 2019, the Company issued a promissory note in the amount of $100,000 with a maturity date of July 1, 2019 to an individual accredited investor. The Company issued a five-year warrant to purchase 100,000 shares of the Company's common stock at a fixed price of $0.30. The warrants were valued $44,091 and recorded as a debt discount that was fully amortized as of September 30, 2019. On June 18, 2019, the Company issued 150,000 warrants with an exercise price of $0.30 and a term of ten years in exchange for an extension of the maturity date of the note through September 30, 2019. The warrants were valued at $67,223 and will be amortized over the extension period of the note. The promissory note is currently past due. The Company is negotiating an extension with the note holder.

In June 2019, the Company issued a promissory note in the amount of $80,000 to an individual accredited investor. The Company issued a ten-year warrant to purchase 120,000 shares of the Company's common stock at a fixed price of $0.30 per share.  The warrants were valued at $53,780 and recorded as a debt discount. As of September 30, 2019,  $53,780 was amortized leaving a discount balance of $0. The promissory note is currently past due. The Company is negotiating an extension with the note holder.

On July 26, 2019, the Company paid a vendor payable that totaled $247,637, by issuing a promissory note in the name of its frac water company Jake Oilfield Solutions LLC for $123,819. The interest rate was 7% with principal and interest due at maturity July 25, 2020. The remaining balance of $123,818 was converted into 353,766 shares of SMG’s restricted common stock.

On September 20, 2019, the Company issued a $200,000 12% promissory note. The note is due and payable in three monthly installments, the first two installments are interest only and the third and final installment for the balance of the principal and accrued interest is due at maturity December 20, 2019.

Funding Advance Agreements – included with secured notes

On June 27, 2018, the Company re-financed and paid off a prior liability due to Libertas Funding LLC.  The new facility had an original principal balance of $347,500.  Payments of principal and interest are paid daily. This note matured in May 2019 and was paid in full. During the nine months ended September 30, 2019,  $43,411 of debt discount was amortized to interest expense.

Future maturities of secured notes payable as of September 30, 2019 are as follows:

2019	$	863,204
2020		399,461
2021		334,940
2022		262,843
2023		628,457
Total	$	2,488,905

Notes Payable – Unsecured

	September 30,		December 31,
	2019		2018
Financed insurance premium, Note Payable issued on June 8, 2018, bearing interest of 6.5% per year and due in monthly installments ending April 1, 2019	$	—	$	31,126
Unsecured note payable with a shareholder who controls approximately 7.5% of votes. Note issued on August 10, 2018 for $40.000, due December 30, 2018 (extended to June 30, 2019) and 10% interest per year, balance of payable is due on demand. Additional $25,000 advanced and due on demand		40,000		65,000
Unsecured advances from the sellers of Momentum Water Transfer Services LLC, non-interest bearing and due on demand		35,000		35,000
Unsecured note with vendor,issued a $135,375 10% promissory note due at October 30, 2019. The note was issued in exchange for of settlement of accounts payable.		85,375		—
		160,375		131,126
Less current maturities		(160,375)		(131,126)
Long term debt, net of current maturities	$	—	$	—

Notes Payable (Related Party)

On February 12, 2018, the Company’s wholly-owned subsidiary, MG Cleaners LLC (“MG”) entered into an Intellectual Property Sale Agreement (“Agreement”) with Stephen Christian, MG’s President, for the purchase of RigHands™ an industrial strength hand cleaner product line. RigHands™ is a trademarked branded product which is focused on the oilfield and industrial markets. MG issued a promissory note to Mr. Christian for the purchase price in the amount of $150,000. The note bears interest at the rate of 5% per year and is payable in 36 equal monthly installments of $4,496. As of September 30, 2019 and December 31, 2018, $63,935 and $101,220 remains outstanding with $51,932 and $54,307, respectively included as a current liability.

During the nine months ended September 30, 2019, Stephen Christian advanced $201,661 to the Company and was repaid $210,103 by the Company. As of September 30, 2019 and December 31, 2018, $0 and $8,443 remained outstanding, respectively, with no specific repayment terms or stated interest rate.

Accounts Receivable Financing Facility (Secured Line of Credit)

On May 11, 2017, SMG Industries, Inc., formerly SMG Indium Resources Ltd., (the “Borrower”) entered into a $1 million revolving accounts receivable financing facility with Crestmark Bank. The financing facility provides for the Borrower to have access to the lesser of (i) $1 million or (ii) 85% of Net Amount of Eligible Receivables (as defined in the financing agreement). The financing facility is paid for by the assignment of the Borrower’s accounts receivable to Crestmark Bank and is secured by the Borrower’s assets. The financing facility has an interest rate of 7.25% in excess of the prime rate reported by the Wall Street Journal per annum, with a floor minimum rate of 11.5%. There were no loan origination or closing fees and we paid $1,330 to Crestmark to reimburse them for documentation, legal and audit fees. Interest and maintenance fees will be calculated on the higher of the average monthly loan balance from the prior month or a minimum average loan balance of $200,000. The financing facility is for an initial term of two-years and will renew on a year to year basis, unless terminated in accordance with the financing agreement. If the facility is terminated prior to the first anniversary, Borrower is obligated to pay Crestmark Bank a fee of $20,000 and if terminated after the first anniversary and prior to the second anniversary then Borrower shall pay a fee of $5,000. After the second anniversary of the financing facility, no exit fee is due. Crestmark has a senior security interest in the Borrower’s assets. The balance of this line of credit was $1,348,916 and $593,888 as of September 30, 2019 and December 31, 2018, respectively.

As part of our arrangement with Crestmark Bank our customers pay accounts receivable directly to a lock-box. Crestmark Bank is then paid back for prior advances on the Company’s Eligible Receivables. During the nine months ended September 30, 2019, the Company received total cash proceeds of $1,851,690 and repaid $1,830,831 of the Line of Credit via Crestmark Bank withholding amount collected in our lock-box. In addition, Crestmark withheld $74,352 to pay for interest and fees. Net proceeds received during the nine months ended September 30, 2019 on this facility were $95,211.

During the nine months ended September 30, 2018, the Company received total cash proceeds of $2,919,038 and repaid $2,837,610 of the Line of Credit via Crestmark Bank withholding amount collected in our lock-box. In addition, Crestmark withheld $53,509 to pay for interest and fees. Net proceeds received during the nine months ending September 30, 2018 on this facility were $134,937.

On June 19, 2019, each of MG Cleaners LLC (“MG”), Trinity Services LLC (“Trinity”) and Jake Oilfield Solutions LLC (“Jake”), each of which is a wholly-owned subsidiary of the Company, entered into separate revolving accounts receivable financing facilities (collectively the “AR Facility”) with Catalyst Finance L.P. (“Catalyst”). The AR Facility was funded on June 27, 2019. The new AR Facility with Catalyst was used to pay off the Crestmark facility in full. The AR Facility provides for the Company, through MG, Trinity and Jake, to have access to up to 90% of the net amount of eligible receivables (as defined in the financing agreement). The AR Facility is paid for by the assignment of the accounts receivable of each of MG, Trinity and Jake to Catalyst and is secured by all instruments and proceeds related thereto. The AR Facility has an interest rate of 2.25% in excess of the prime rate reported by the Wall Street Journal per annum, plus a financing fee equal to 0.20% of the receivable balance every 15 days, with a maximum cumulative rate of 1.6%.   There are no origination fees, monitoring or early termination fees. The AR Facility can be terminated by the Company with thirty days written notice. The Company is a guarantor of the financing facility and our subsidiaries as borrowers have cross-collateralized their accounts receivable with this facility.

On June 27, 2019, an accounts receivable financing company funding a total of $1,317,304 pursuant to the AR facility. Of the amounts funded $500,000 was paid directly to the seller of Trinity, $43,219 was used to pay off notes payable of MG Cleaners, $714,239 was used to pay off the Crestmark liability and the remaining $59,846 was deposited to the Company's bank account.

The balances under the above lines of credit was $1,348,916 and $593,888 as of September 30, 2019 and December 31, 2018, respectively.

Convertible Notes Payable

On September 28, 2018, the Company entered into a secured note purchase agreement with an individual accredited investor for the purchase and sale of a convertible promissory note (“Convertible Note”) in the principal amount of $250,000. The Convertible Note is convertible at any time after the date of issuance into shares of the Company’s common stock at a conversion price of $0.50 per share. Interest on the Note shall be paid to the investor at a rate of 8.5% per annum, paid on a quarterly basis, and the maturity date of the Convertible Note is two years after the issuance date. The Convertible Note is secured by all of the assets of the Company, subject to prior liens and security interests. The Company evaluated the Convertible Note and determined is a conventional convertible instrument. As a result, a beneficial conversion feature was calculated as $100,000 at the time of issuance and recorded as a discount. During the nine months ended September 30, 2019,  $36,295 of the discount was amortized.

In April 2019, the Company issued a convertible promissory note in the amount of $50,000 to an individual accredited investor. The note bears an interest rate of 8 ½ %, payable in cash quarterly, matures in two years and is convertible at any time into shares of the Company’s common stock at a fixed conversion price of $0.50 (fifty cents) per share.

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REVENUE

9 Months Ended

Sep. 30, 2019

REVENUE

REVENUE

NOTE 4 – REVENUE

Disaggregation of revenue

The Company disaggregates revenue between services and products revenue. All revenues are currently in the southern region of the United States.

	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
Service revenue	$	1,446,111	$	438,207	$	2,855,066	$	1,501,789
Product revenue		618,405		588,742		2,056,335		1,690,643
Total revenue	$	2,064,516	$	1,026,949	$	4,911,401	$	3,192,432

Customer Concentration and Credit Risk

During the nine months ended September 30, 2019, three of our customers accounted for approximately 38% of our total gross revenues, with customers each accounting for 16%,  12% and 10% respectively. No other customers exceeded 10% of revenues during the nine months ended September 30, 2019. During the nine months ended September 30, 2018, two of our customers accounted for approximately 52% of our total gross revenues, with individual customers accounting for 21% and 31%. No other customers exceeded 10% of revenues during the 2018 period.

Three customers accounted for approximately 48% of accounts receivable at September 30, 2019, and three customers accounted for approximately 51% of accounts receivable at December 31, 2018. No other customers exceeded 10% of accounts receivable as of September 30, 2019 and December 31, 2018. The Company believes it will continue to reduce the customer concentration risks by engaging new customers and by increasing activity with existing, less active customers and relatively smaller, newer customer relationships. While the Company continues to acquire new customers in an effort to grow and reduce its customer concentration risks, management believes these risks will continue for the foreseeable future.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2019

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Employment Agreements

On October 31, 2017, and made effective as of September 20, 2017, the Company entered into an employment agreement with Stephen Christian, the former Managing Member, and current President, of our subsidiary MG Cleaners LLC and EVP of SMG. The term is for three years with a monthly salary of $8,333 for the first six months of the effective date and $10,000 a month thereafter. Other terms include payment of Mr. Christian’s health care insurance, use of a company truck and other customary benefits. Termination without cause, as defined in the agreement, grants Mr. Christian six months’ severance pay.    In May 2019, the Company adjusted the pay to $14,167 per month.

On October 31, 2017, and made effective October 1, 2017, the Company entered into an employment agreement with Matthew Flemming, our Chief Executive Officer. The term is for three years with a monthly salary of $15,000 for the period. The terms of the agreement also include providing health care, auto allowance of $750 per month if a car is not provided by the Company, and other customary benefits. Termination without cause, as defined in the agreement, grants Mr. Flemming six months’ severance pay.

Litigation

In May 2018, MG Cleaners LLC, a wholly owned subsidiary of SMG Industries, Inc. was sued in the US District Court for the Western District of Texas, Houston Division, Civil action no. 4:18‑cv‑00016; Christopher Hunsley et. al. vs MG Cleaners LLC. Five former employees of MG Cleaners, the Plaintiffs, filed claims under the Fair Labor Standards Act (FLSA) asserts amongst other things unpaid overtime wages. The Company adamantly denies these claims.

SMG Industries has litigated this matter for several months and considered a range of outcomes for this matter and determined that management’s best estimated amount to settle this matter is for $40,000,expected to be settled during the fiscal year 2019. As such, management believes it is appropriate to accrue for this in our  2019 financial statements.

From time to time, SMG may be subject to routine litigation, claims, or disputes in the ordinary course of business. Other than the above listed matter, in the opinion of management; no other pending or known threatened claims, actions or proceedings against SMG are expected to have a material adverse effect on SMG’s financial position, results of operations or cash flows. SMG cannot predict with certainty, however, the outcome or effect of any of the litigation or investigatory matters specifically described above or any other pending litigation or claims. There can be no assurance as to the ultimate outcome of any lawsuits and investigations.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
CONSOLIDATED BALANCE SHEETS
Allowance for Doubtful Accounts Receivable, Current	$ 147,015	$ 25,000
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	609,753	306,155
Finite-Lived Intangible Assets, Accumulated Amortization	$ 32,092	$ 10,344
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	2,000	0
Preferred Stock, Shares Outstanding	2,000	0
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized	25,000,000	25,000,000
Common Stock, Shares, Issued	14,451,372	11,910,690
Common Stock, Shares, Outstanding	14,451,372	11,910,690

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BACKGROUND AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2019

BACKGROUND AND BASIS OF PRESENTATION

BACKGROUND AND BASIS OF PRESENTATION

NOTE 1 — BACKGROUND AND BASIS OF PRESENTATION

SMG Industries Inc. (the “Company” or “SMG”) is a corporation established pursuant to the laws of the State of Delaware on January 7, 2008. The Company original business was the acquisition and stockpile of a rare metal known as Indium used in cell phones and other industrial applications. The Company eventually sold its stockpile and distributed most of the proceeds to its stockholders via special dividends and share repurchases.

On September 19, 2017, the Company entered the domestic oilfield services market and executed an Agreement and Plan of Share Exchange with MG Cleaners LLC, a Texas based company focused on selling products and services to drilling rig contractors and oilfield customers.

On September 19, 2017, SMG acquired one hundred percent of the issued and outstanding membership interests of MG Cleaners LLC pursuant to which MG Cleaners LLC became our wholly-owned subsidiary. In connection with the acquisition, we issued 4,578,276 shares and agreed to pay $300,000 in cash to its Managing MG Member, payable with $250,000 at closing and the remaining $50,000 paid upon the completion of the Company’s sale of a minimum of $500,000 of its securities in a private offering to investors. The $50,000 liability was recorded as an Accounts Payable – Related Party on the balance sheet. On January 30, 2018 the Company changed its name from SMG Indium Resources Ltd. to its present name SMG Industries Inc.

The merger was accounted for as a reverse acquisition with MG Cleaners LLC being treated as the accounting acquirer. As such, the historical information for all periods presented prior to the merger date relate to MG Cleaners LLC. Subsequent to the merger date, the information relates to the consolidated entities of SMG with its subsidiary MG Cleaners LLC.

The Company today is a growth-oriented oilfield services company that operates throughout the domestic Southwest United States. Through its wholly-owned operating subsidiaries, the Company offers an expanding suite of products and services across the oilfield 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 as equipment and service crews that perform on-site repairs, maintenance and drilling rig wash services. SMG’s oil tools rental division includes an inventory of more than 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, known 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. Trinity Services LLC provides lease roads, location and pad development using construction equipment to build drilling pad locations and well site services using a work over rig to perform services on existing wells. SMG Industries, Inc. headquartered in Houston, Texas has facilities in Carthage, Waskom, Odessa and Alice, Texas.

The accompanying unaudited interim financial statements of SMG Industries Inc. (“we”, “our”, “SMG” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2018 and 2017 which are included on our Form 10‑K filed on April 1, 2019. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for years ended December 31, 2018 and 2017 have been omitted.