SMG Industries (SMGI) 8-K/A Financial Statements and Exhibits

Exhibit 99.3

SMG Industries, Inc.
Pro Forma Combined Balance Sheet
As of September 30, 2018
(unaudited)
								Pro Forma			Pro Forma
		SMG Industries			MWTS			Adjustments			Combined
Assets
Current Assets:
Cash	$	251,208		$	8,661		(1), (2)	-		$	259,869
Accounts receivable		645,540			-						645,540
Inventory		148,495			-						148,495
Assets held for sale		42,300			-						42,300
Prepaid expenses and other current assets		74,779			-		(2)	(8,000	)		66,779
Total Current Assets		1,162,322			8,661						1,162,983
Property, equipment and rental assets, net		1,026,575			143,590						1,170,165
Other assets		32,541			-						32,541
Intangible assets, net		143,725			-						143,725
Goodwill		-			-		(2)	1,243,209			1,243,209
Total Assets	$	2,365,163		$	152,251					$	2,509,414
Liabilities and Stockholders Equity (Deficit)
Current Liabilities:
Accounts payable	$	577,860		$	-		(2)	53,710		$	631,570
Accounts payable - related party		21,000			-						21,000
Accrued expenses and other liabilities		148,272			-						148,272
Secured line of credit		488,912			-						488,912
Current portion of notes payable - related party		69,694			-						69,694
Current portion of unsecured notes payable		96,851			-						96,851
Current portion of secured notes payable, net		256,182			-		(1), (2)	328,960			585,142
Current portion of capital lease liability		56,441			-						56,441
Total Current Liabilities		1,715,212			-						2,097,882
Long-Term Liabilities:
Convertible notes payables, net		150,417			-						150,417
Note payable - related party, net of current portion		63,936			-						63,936
Notes payable - secured, net of current portion		231,105			-		(2)	771,040			1,002,145
Capital lease liability, net of current portion		51,002			-						51,002
Total Long-Term Liabilities		496,460			-						1,267,500
Total Liabilities		2,211,672			-						3,365,382
Stockholders' Equity (Deficit):
Membership interest		-			(293,902	)	(2)	293,902			-
Preferred stock - $0.001 par value, authorized 1,000,000 shares as of September 30, 2018; none issued and outstanding		-			-						-
Common stock - $0.001 par value, authorized 25,000,000 shares as of September 30, 2018; 11,316,690 issued and outstanding		11,317			-		(2)	550			11,867
Additional paid-in capital		1,084,289			-		(2)	233,200			1,317,489
Accumulated deficit		(942,115	)		446,153		(2)	(446,153	)		(942,115	)
Total Stockholders' Equity (Deficit)		153,491			152,251						387,241
Total Liabilities, and Stockholders' Deficit	$	2,365,163		$	152,251					$	3,752,623
The accompanying notes are an integral part of these unaudited financial statements

SMG Industries, Inc.
Pro Forma Combined Statement of Operations
For the twelve months ended December 31, 2017
(unaudited)
							Pro Forma			Pro Forma
		SMG Industries			MWTS		Adjustments			Combined
Sales	$	2,465,897		$	1,938,851				$	4,404,748
Cost of Sales		1,445,910			1,005,576					2,451,486
Gross Profit		1,019,987			933,275					1,953,262
Operating Expenses
Selling, general and administrative expenses		1,188,494			241,155					1,429,649
Other operating expenses		414,207			-					414,207
Total operating expenses		1,602,701			241,155					1,843,856
(Loss) from operations		(582,714	)		692,120					109,406
Other (Expense)
Interest expense		(155,484	)		-	(3)	(78,000	)		(233,484	)
Other income		7,118			-					7,118
Total other (Expense)		(148,366	)		-					(226,366	)
Net Loss	$	(731,080	)	$	692,120				$	(116,960	)
Weighted average shares outstanding
Basic and diluted		3,423,150					550,000			3,973,150
Loss per share
Basic and diluted		(0.21	)							(0.03	)
The accompanying notes are an integral part of these unaudited financial statements

SMG Industries, Inc.
Pro Forma Combined Statement of Operations
For the nine months ended September 30, 2018
(unaudited)
								Pro Forma			Pro Forma
		SMG Industries			MWTS			Adjustments			Combined
Sales	$	3,192,432		$	75,222					$	3,267,654
Cost of Sales		1,742,431			164,984						1,907,415
Gross Profit		1,450,001			(89,762	)					1,360,239
Operating Expenses
Selling, general and administrative expenses		1,682,259			118,733						1,800,992
Total operating expenses		1,682,259			118,733						1,800,992
(Loss) from operations		(232,258	)		(208,495	)					(440,753	)
Other income (expense)
Interest expense		(199,099	)		-		(3)	(58,500	)		(257,599	)
Other income		23,291			-						23,291
Total other income (expense)		(175,808	)		-						(234,308	)
Net Loss	$	(408,066	)	$	(208,495	)				$	(675,061	)
Weighted average shares outstanding
Basic and diluted		9,986,415						550,000			10,536,415
Loss per share
Basic and diluted		(0.04	)								(0.06	)
The accompanying notes are an integral part of these unaudited financial statements

SMG Industries, Inc.

NOTES AND ASSUMPTIONS TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(Unaudited)

(1) On December 7, 2018, the Company issued and sold secured promissory notes in the aggregate principal amount of $300,000 (“Notes”) to three (3) 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 (5) 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 monthly basis, and the maturity date of the Note is one year after the issuance date.

(2) 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 (“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 $361,710 in cash 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.

Preliminary Purchase Price:
Cash, net	$	291,339
Application of deposit		8,000
Notes and other payables		853,710
Common stock		233,750
	$	1,386,799
Preliminary Purchase Price Allocation:
Equipment		143,590
Goodwill		1,243,209
	$	1,386,799

(3) To record interest expense for the above Notes Payable as if the transaction occurred on January 1, 2017.