Schedule 13G

SC 13G 1 doc1.htm NONE Schedule 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. n/a )*

ReTo Eco-Solutions, Inc.

(Name of Issuer)

Common stock, $0.001 par value

(Title of Class of Securities)

G75271117

(CUSIP Number)

July 18, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

G75271117


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Streeterville Capital LLC 85-2954598

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Utah

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER

			537,339*

		6	SHARED VOTING POWER



		7	SOLE DISPOSITIVE POWER

			537,339*

		8	SHARED DISPOSITIVE POWER



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	537,339*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.99*%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO
	FOOTNOTES

	* Reporting Person Streeterville Capital LLC (“Streeterville”) has rights under a Convertible Promissory Note to own an aggregate number of shares of the Issuer’s common shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's common shares beneficially owned by Streeterville as of the date of this filing was 537,339 shares, which is 9.99% of the 5,378,773 shares outstanding on May 17, 2023, (as reported in the Issuer's Form 424B5 filed on May 19, 2023).

CUSIP No.

G75271117


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Streeterville Management LLC 85-3223919

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Utah

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER

			537,339*

		6	SHARED VOTING POWER



		7	SOLE DISPOSITIVE POWER

			537,339*

		8	SHARED DISPOSITIVE POWER



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	537,339*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.99*%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO
	FOOTNOTES

	* Reporting person Streeterville Management LLC is the Manager of reporting person Streeterville. Streeterville has rights under a Convertible Promissory Note to own an aggregate number of shares of the Issuer’s common shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's common shares beneficially owned by Streeterville as of the date of this filing was 537,339 shares, which is 9.99% of the 5,378,773 shares outstanding on May 17, 2023, (as reported in the Issuer's Form 424B5 filed on May 19, 2023).

CUSIP No.

G75271117


1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	John M. Fife

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER

			537,339*

		6	SHARED VOTING POWER



		7	SOLE DISPOSITIVE POWER

			537,339*

		8	SHARED DISPOSITIVE POWER



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	537,339*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	9.99*%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN
	FOOTNOTES

	* John M. Fife is the sole member of Streeterville Management LLC, which is the Manager of reporting person Streeterville. Streeterville has rights under a Convertible Promissory Note to own an aggregate number of shares of the Issuer’s common shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's common shares beneficially owned by Streeterville as of the date of this filing was 537,339 shares, which is 9.99% of the 5,378,773 shares outstanding on May 17, 2023, (as reported in the Issuer's Form 424B5 filed on May 19, 2023).

Item 1.

(a)

Name of Issuer

ReTo Eco-Solutions, Inc.

(b)

Address of Issuer’s Principal Executive Offices

X-702, Tower A, 60 Anli Road,
Chaoyang District
Beijing 100101
China

Item 2.

(a)

Name of Person Filing

This report is filed by Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife with respect to the shares of common stock of the Issuer that are directly beneficially owned by Streeterville Capital LLC and indirectly beneficially owned by the other reporting and filing persons.

(b)

Address of Principal Business Office or, if none, Residence

303 E Wacker Drive, Suite 1040
Chicago, IL 60601

(c)

Citizenship

Streeterville Capital LLC is a Utah limited liability company.
Streeterville Management LLC is a Utah limited liability company.
John M. Fife is a United States citizen.

(d)

Title of Class of Securities

Common stock, $0.001 par value per share

(e)

CUSIP Number

G75271117

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)

A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned: 537,339

(b)

Percent of class: 9.99%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 537,339

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 537,339

(iv)

Shared power to dispose or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.	Certification

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Streeterville Capital LLC

Date: July 18, 2023	By:	/s/ John M. Fife
		Name: John M. Fife
		Title: President

	Streeterville Management LLC

Date: July 18, 2023	By:	/s/ John M. Fife
		Name: John M. Fife
		Title: Member

	John M. Fife

Date: July 18, 2023	By:	/s/ John M. Fife
		Name: John M. Fife

Footnotes:

Attention:

Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

SEC Form SC 13G filed by ReTo Eco-Solutions Inc.