ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On February 27, 2020, the Company, James E. Frye ("Frye") and 5J Oilfield Services LLC ("5J Oilfield") entered into a membership interest purchase agreement ("Purchase Agreement") pursuant to which the Company acquired 100% of the membership interests of 5J Oilfield from Frye in exchange for certain consideration, which included the issuance to Frye of 6,000 shares of SMGI Series B Convertible Preferred Stock, with a stated value of $1,000 per share in accordance with the Certificate of Designation of Preferences, Rights and Limitations of 5% of Series B Convertible Preferred Stock dated effective January 1, 2020 ( "SMGI Preferred Shares").

On December 31, 2020, the Company, Frye and 5J Oilfield entered into an Amendment and Partial Recission of Membership Interest Purchase Agreement ("Recission Agreement"), effective as of February 27, 2020 (the "Effective Date"), pursuant to which the parties agreed to rescind the issuance of the SMGI Preferred Shares to Frye as of the Effective Date. There have not been any distributions, payments or other transactions effected with respect to the SMGI Preferred Shares between the issuance date and the date of the Recission Agreement. After this transaction was completed, none of the SMGI Preferred Shares are issued and outstanding.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS






(d) Exhibits.




       10.20     Amendment and Partial Recission of Membership Interest Purchase
               Agreement ("Recission Agreement"), effective as of February 27, 2020

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