Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K /A
Amendment No. 1
|
(Mark One)
|
||
|
[X]
|
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 2012
|
||
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
STW RESOURCES HOLDING CORP.
(Exact name of registrant as specified in its charter)
|
Nevada
|
20-3678799
|
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
619 West Texas Avenue, Suite 126, Midland, Texas 79701
(Address of principal executive offices) (Zip Code)
(432) 686-7777
(Registrant's telephone number)
(Former Name, Former Address and Former Fiscal Year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Name of each exchange on which registered
|
|
|
None
|
Securities registered pursuant to section 12(g) of the Act:
Title of class: Common Stock, par value $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
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 (the "Exchange Act") 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 [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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", and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[ ]
|
|
|
Non-accelerated filer
(Do not check if a smaller reporting company)
|
[ ]
|
Smaller reporting company
|
[X]
|
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 aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2012 was $0.9 million computed by reference to the closing price of the registrant’s common stock as quoted on the OTC Pink on June 30, 2012, which was $0.014. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
As of August 5, 2013 the registrant had 97,412,099 shares of common stock, par value $0.001 per share outstanding.
Explanatory Note
The purpose of this Amendment No. 1 on Form 10–K/A to our Annual Report on Form 10–K for the fiscal year ended December 31, 2012 originally filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2013 (the “Initial 10–K”), is to revise certain disclosure pursuant to a comment letter we received from the Securities and Exchange Commission (the "SEC") regarding same. In response to the SEC's comments, we revised the Initial 10-K as follows: (i) revised risk factors relating to our capitalization; (ii) revised disclosure in Item 10 regarding the lack of affected persons' compliance with Section 16(a) of the Exchange Act; (iii) clarified the status of our executive officers, independent contractors and employees and the compensation offered to them; (iv) update the disclosure regarding related party transactions; and (v) updated the Exhibit Table to include all exhibits required by Item 601 of Regulation S-K.
No other changes have been made to the Initial 10–K. This Amendment No. 1 speaks as of the original filing date of the Initial 10–K, and does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way, disclosures made in the original Initial 10–K. Accordingly, this amendment should be read in conjunction with the original Initial 10-K filing, as well as our other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the original filing of the Initial 10-K.
STW RESOURCES HOLDING CORP.
FORM 10-K /A
INDEX
|
Page
|
||||
|
PART I
|
||||
|
ITEM 1.
|
Business
|
1 | ||
|
ITEM 1A.
|
Risk Factors
|
7 | ||
|
PART II
|
||||
|
ITEM 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
14 | ||
|
PART III
|
||||
|
ITEM 10.
|
Directors, Executive Officers and Corporate Governance
|
22 | ||
|
ITEM 11.
|
Executive Compensation
|
25 | ||
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
27 | ||
|
PART IV
|
||||
|
ITEM 15.
|
Exhibits and Financial Statement Schedules
|
29 | ||
|
SIGNATURES
|
30 | |||
-i-
PART I
This Annual Report on Form 10-K /A for the fiscal year ended December 31, 2012 filed by STW Resources Holding Corp. (f/k/a Woozyfly Inc. and STW Global, Inc.) with the Securities and Exchange Commission (the “SEC”) contains forward looking statements and information that are based upon beliefs of, and information currently available to, the Company's management as well as estimates and assumptions made by the Company's management. When used in the filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled "Risk Factors") relating to the Company’s industry, the Company’s operations and results of operations and any businesses that may be acquired by the Company. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although the Company’s management believes that the expectations reflected in the forward looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with the Company's consolidated financial statements and the related notes filed with this Annual Report on Form 10-K /A.
In this Annual Report on Form 10-K /A , references to "we," "our," "us," the "Company," “STW”, refer to STW Resources Holding Corp. (f/k/a Woozyfly Inc. and STW Global, Inc.), a Nevada corporation.
ITEM 1. BUSINESS
Corporate History
STW Resources Holding Corp. (“STW” or the “Company”, f/k/a WoozyFly, Inc. and STW Global Inc.) is a development stage corporation formed to utilize state of the art water reclamation technologies to reclaim fresh water from highly contaminated oil and gas hydraulic fracture flow-back salt water that is produced in conjunction with the production of oil and gas. STW has been working to establish contracts with oil and gas operators for the deployment of multiple water reclamation systems throughout Texas. STW, in conjunction with energy producers, operators, various state agencies and legislators, is working to create an efficient and economical solution to this complex problem. The Company is also evaluating the deployment of similar technology in the municipal wastewater industry.
On January 17, 2010, we entered into an Agreement and Plan of Merger (“Merger Agreement”) with STW Acquisition, Inc. (“Acquisition Sub”), a wholly owned subsidiary of STW Resources, Inc. (“STW”) and certain shareholders of STW controlling a majority of the issued and outstanding shares of STW. Pursuant to the Merger Agreement, STW merged into the Acquisition Sub resulting in an exchange of all of the issued and outstanding shares of STW for shares of the Company on a one for one basis. At such time, STW became a wholly owned subsidiary of the Company.
On February 9, 2010, the Court entered an order confirming the Second Amended Plan of Reorganization (the “Plan”) pursuant to which the Plan and the Merger Agreement were approved. The Plan was effective February 19, 2010 (the “Effective Date”). The principal provisions of the Plan were as follows:
|
●
|
MKM, the DIP Lender, received 400,000 shares of common stock and 2,140,000 shares of preferred stock;
|
|
●
|
The holders of the Convertible Notes received 1,760,000 shares of common stock;
|
|
●
|
General unsecured claims received 100,000 shares of common stock; and
|
|
●
|
The Company’s equity interest was extinguished and cancelled.
|
-1-
On February 12, 2010, pursuant to the terms of the Merger Agreement, STW merged with and into Acquisition Sub, which became a wholly-owned subsidiary of the Company (the “Merger”). In consideration for the Merger and STW becoming a wholly-owned subsidiary of the Company, the Company issued an aggregate of 31,780,004 (the “STW Acquisition Shares”) shares of common stock to the shareholders of STW at the closing of the Merger and all derivative securities of STW as of the Merger became derivative securities of the Company including options and warrants to acquire 12,613,002 shares of common stock at an exercise price ranging from $3.00 to $8.00 with an exercise period ranging from July 31, 2011 through November 12, 2014 and convertible debentures in the principal amount of $1,467,903 with a conversion price of $0.25 and maturity dates ranging from April 24, 2010 through November 12, 2010.
The par value of the exchanged shares changed from $0.00001 to $0.001. All share amounts presented throughout this document reflect this change in par value.
Considering that, following the Merger, the shareholders of the Company control the majority of our outstanding voting common stock of the Company and effectively succeeded our otherwise minimal operations to those that are theirs; the Company is considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction is considered, and accounted for as, a capital transaction in substance; it is equivalent to the issuance of the Company’s securities for our net monetary assets, which are deminimus, accompanied by a recapitalization. Accordingly the Company has not recognized any goodwill or other intangible assets in connection with this reverse merger transaction.
Effective March 1, 2010, Woozyfly, Inc. changed its name to STW Global, Inc. in accordance with the Bankruptcy proceeding. On March 3, 2010, the Company changed its name to STW Resources Holding Corp (STW). The name change was accomplished by merging a wholly owned subsidiary into the Company, resulting in a name change and the Company being the surviving corporation.
The Company is the surviving and continuing entity of the Merger and the historical financials following the Merger are those of STW. Woozyfly was a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately prior to its acquisition of STW pursuant to the terms of the Merger Agreement. Consequently, management believes that the Merger has caused the Company to cease to be a shell company as it no longer has nominal operations.
Overview
The Company, based in Midland, Texas, provides customized water reclamation services. STW’s core expertise is an understanding of water chemistry and its application to the analysis and remediation of complex water reclamation issues. STW provides a complete solution throughout all phases of a water reclamation project including analysis, design, evaluation, implementation and operations.
STW’s expertise is applicable to several market segments including:
|
●
|
Gas shale hydro-fracturing flow-back;
|
|
●
|
Oil and gas produced water;
|
|
●
|
Desalination;
|
|
●
|
Brackish water; and
|
|
●
|
Municipal wastewater.
|
Understanding water chemistry is the foundation of STW’s expertise. STW will provide detailed chemical analysis of the input stream and of the process output that conforms to the various environmental and legal requirements and the needs of the customer. STW becomes an integral part of the water management process and provides a customized solution that encompasses analysis, design, and operations including pretreatment and transportation. Simultaneously, STW evaluates the economic impact of this process to the customer. These processes will use technologies that fit our customer’s needs: fixed, mobile or portable; reverse-osmosis, membrane technology, chemical, other technologies, and any necessary pre-treatment, post-treatment. STW will also supervise construction, testing, and operation of these systems. Our keystone is determining and optimizing the most appropriate technology to effectively and economically address our customers’ particular requirements. As an independent solutions provider STW is manufacturer-agnostic and is committed to the use of the right technology demanded by the design process.
-2-
Market Opportunities
Gas shale fracturing flow-back water
STW is actively pursuing opportunities in all the major shale formations in Texas. The initial focus, in this sector, is the shale activity in the Permian, Delaware and Eagle Ford basins of Texas.
Unconventional tight oil and gas shales such as the Wolfcamp Shale in West Texas require millions of gallons of fresh water to drill and stimulate a new well. The water returns during the fracture flow-back (“frac”) and production (“production”) with salts or total dissolved solids (“TDS”) at levels unfit for human consumption. This flow-back or produced water is typically disposed of through various means such as controlled injection into disposal wells. STW will target the frac water market in the tight oil and gas formations first, and approach the produced water market for oil and gas production subsequently.
Oil and gas reservoirs are usually found in porous rocks, which also contain saltwater. Cross linked gel fracture fluids with high “proppant” loading (additives that prop open fissures in the geological formation caused by hydraulic fracturing) have been utilized to fracture these zones in order to gain permeability, allowing the oil and gas to flow to the well bore. The unconventional shale formations have been common knowledge for decades, but the cost of gas production was always considered to be uneconomical. The wells were drilled and fractured with the same crossed linked system as discussed above.
All of the wells were vertical and required stimulation about every three years with a new fracture. Around 2001, the “slick water fracture” technique was developed. This change required larger volumes of fresh water (1.2 million gallons per fracture on a well) to be used in the fracturing process, a friction reducing polymer additive, and low concentrations of a proppant in the hydraulic fracture fluid. Wells using this modified technique now can economically produce oil and gas for over eight years without re-stimulation. The fresh water is believed to dissolve salts from the shale over time and open up the natural fractures and fissures in the rock, allowing more oil and gas to be produced. In 2003, horizontal drilling rigs were brought into the Barnett Shale and the slick water fracture volume increased from one to eight plus million gallons per well. The slick water fracture technique has become the standard for most of the shale formations for stimulation of the wells.
This map illustrates the location of the major shale formations that are discussed below:
grant
-3-
The Permian and Delaware Basins in West Texas
Producers in West Texas are facing the same water related problems as other producers are nationwide - a shortage of fresh water due to drought and municipality expansion. There are over 450 drilling rigs working in West Texas using approximately 8+ million gallons of fresh water monthly. The formations are shale and the discovery of several new shale formations, West Texas is considered to be one of the largest and most active oil and gas areas in the United States.
Eagle Ford Shale Formation
The Eagle Ford Shale is a recently discovered formation located in South Texas. The development stage of the field is being done with thousands of wells to be drilled and completed annually. This area has limited supplies of fresh water, leading the Company to believe water reclamation will be a required solution in order for producers to access a sufficient supply of frac water in this market. Production of natural gas has been reported at levels in excess of 10 million cubic feet (“Mcf”) per day, and hundreds of barrels of condensate at some of the wells. The Company expects to intensify its efforts to address this market opportunity.
Produced Water
Shale zones are typically dry geological formations devoid of any formation or connate water, and hence the fracture flow-back water comprises most of water that returns following gas production. Outside of shale formations, where most gas and oil production occurs, there is typically a reservoir of connate water in the production zone that generates “produced” water. Produced water is primarily salty water trapped in the reservoir rock and brought up along with oil and/or gas during production, and is the most common oil field waste. The quality of produced water varies significantly in different parts of the world depending on the geology of the underlying formation.
In a large number of the oil fields in the USA, secondary or tertiary means of handling produced water storage, such as water floods and steam floods, are typically utilized. These are operations where the produced water is used to maintain reservoir pressure, prevent subsidence, and sweep the zone to remove the oil. Most of these water floods utilize a fresh water source as a supply so that sufficient volumes are available. As these fields age, more water is required for the flood, so excess contaminated brines concentrate and require disposal. As this water could be reclaimed with STW proprietary systems, STW believes that the market for reclaiming produced water outside the shale reclamation projects represents a considerable opportunity for the Company.
Texas is the largest oil and gas production state in the nation and the produced water is unfit for use, poses a threat to the environment and is typically injected into deep injection wells. In accordance with Texas Railroad Commission regulations, water placed in these disposal wells is rendered permanently unavailable for re-use or consumption. The reclaimed water would available for many beneficial uses, including agricultural and environmental applications, as well as re-use in hydraulic fracturing operations. Deep injection well practices in every gas and oil producing region in the world pose the same detrimental environmental and resource conservation issues. The water reclamation products and services offered by the Company could provide a significant part of the solution to all constituencies concerned.
Brackish Water
World-wide, there are brackish water zones that contain large volumes of water. The water contains dissolved salts in the 0.5 to 2% (5,000 to 20,000 mg/l TDS) range and hence unfit for human use. This water can be treated to reduce the TDS below 500 mg/l or 0.05% TDS making the water fit for human consumption. Factors such as decreasing supplies of fresh ground and surface water, increased competition for surface water resources, and changes in population/demand centers are driving the need for brackish water for water supply. STW’s potential customers are private companies and municipalities serving fast growing metropolitan areas where demand for water is outpacing the available supply. For example, aquifers in the Texas Gulf Coast contain a large volume of brackish water (less than 10,000 ppm TDS) that, with desalinization, will help meet increasing demand in the region.
There are more than 450 drilling rigs operating in West Texas and each one will use approximately 8+ millions gallons of fresh water per month for drilling and fracking wells. In its current form, brackish water is unsuitable for oilfield use. By cleaning it in an economical way with STW technology, it may be used in the oilfield, thus reducing the strain on current fresh water supplies.
-4-
STW is also involved in several projects that will be cleaning brackish water for municipal and golf course use. This helps in the conservation of our fresh water resources.
With one of the worst droughts in our history, the use of treated brackish water is extremely popular and STW has successfully designed and engineered a system capable of processing this water very economically.
Legislative and Regulatory:
Progressively tighter regulations are demanding a thorough review of the entire water-use cycle in industrial applications with the ultimate goal of encouraging and/or mandating reclamation and re-use of water. STW works closely with Federal, State and local regulators and environmental agencies to share our expertise and knowledge on this complex issue and discuss our views on potential solutions. The Company’s intimate knowledge of this process is a key tool to assist their customers to better understand the legislative and regulatory elements related to water management and advise them of various alternatives.
Process
STW’s proprietary systems and processes are predicated upon a thorough understanding of the customer’s water needs and related issues. This understanding is developed through a series of interactive discussions with the customer. The next phase is data gathering and analysis. STW collects samples at various locations and at different time intervals which are then tested at independent laboratories and analyzed by STW. Based upon this analysis, STW would recommend a solution using the most appropriate technologies and negotiate the acquisition and financing of these technologies as well as contracts with engineering procurement construction (“EPC”). Finally, STW oversees the EPC process and operates the facility.
STW’s processes are based upon a fundamental understanding of the core issue and developing an appropriate solution using our experience and expertise. It includes sampling and testing, analysis, design and as required by customers, implementation and operation. Some of the steps involved are described below:
|
●
|
The inlet water quality must be determined and measurement of Total Dissolved Solids (TDS), hardness, barium, strontium, bromine, sulfate and hydrocarbon concentrations are critical.
|
|
●
|
Multiple samples over time are taken to ensure consistency and accuracy of inlet water quality measurement.
|
|
●
|
An understanding and analysis of potential uses for the reclaimed water.
|
|
●
|
A site inspection to determine the various vessels needed such as tanks, pumps, pits, truck off loading racks, and engineering testing of the land.
|
|
●
|
An analysis of fluid volumes and their variability over time.
|
|
●
|
Length of time the water needs to be reclaimed at this site.
|
|
●
|
Determination of appropriate technology: fixed or mobile, evaporation, reverse osmosis or other.
|
|
●
|
Permitting as needed
|
|
●
|
An investigation of the handling of the concentrated brines and any other residue from the reclamation process.
|
|
●
|
Disposal options on the residue including potential use of the by-products.
|
Technology
STW has developed relationships with a number of manufacturers that offer best-of-class technologies applicable to its customer base. These technologies include thermal evaporation, membrane technology and reverse osmosis and are available as fixed or mobile units with varying capacities. Various pre and post-treatment options are available as necessary including crystallizers that process very high TDS (>150,000 mg/l).
Thermal Evaporation: This process is capable of handling waters that contain up to 150,000 mg/l TDS, with fresh water recovery rates from 50 to 90% or greater depending on inlet water quality. The recovered fresh water, or “distillate”, is highly purified water from the evaporative process and has multiple re-use applications. It is particularly applicable in the gas shale and oil production facilities for reclaiming frac and produced waters.
The technology is scalable and can be deployed as mobile units that can process 72,000 gallons per day (“gpd”), or as portable units that can process 216,000 gpd, or as fixed central units capable of processing up to 2,880,000 gpd.
-5-
Residual brine concentrate can, depending on local conditions and producer’s priorities, either be disposed off in deep injection wells or be treated further through a Crystallizer that reduces it into distillate and commercially valuable salt residuals.
Reverse Osmosis: Waters that are below 34,000 mg/l of total dissolved solids and contain low levels of barium, strontium, bromine, and sulfate can be reclaimed through a reverse osmosis unit (RO). Reverse osmosis is the process of forcing a solvent from a region of high solute concentration through a semi-permeable membrane to a region of low solute concentration by applying a pressure in excess of the osmotic pressure. The membranes used for reverse osmosis are generally designed to allow only water to pass through while preventing the passage of solutes (such as salt ions). This process is best known for its use in desalination (removing the salt from sea water to get fresh water), but it has also been used to purify fresh water for medical, industrial and domestic applications. Recovery rates for seawater to drinking water are about 50%.
A stream of concentrated brine or higher TDS is the by-product. This brine can be properly disposed of or utilized as a feed solution to a brine concentrator or crystallizer. The latter ensures higher quality water with lower TDS levels for industrial Uses.
Most oilfield waters cannot be processed through an RO membrane since they contain barium, strontium, or bromine. The barium and strontium are very large molecules and they plug the membrane and create damage or permanent fouling of the membrane. Bromine and other such halogens react with the membrane and destroy its integrity. There are few oil field waters that could be processed through this technology but a thorough study is required to ensure success. STW will utilize this technology where the water chemistry can be processed through RO membranes.
Membrane Bioreactor: A Membrane BioReactor (“MBR”) is a combination of biological and ultra filtration technologies. The biological area provides the same process utilized in all sewage treatment facilities. Bacteria are maintained in an aerobic condition which cause decay in all of the organic materials contained in the water, and oxidizing these organic materials into low molecular weight acids, usually acetic acid. Maintaining the bacteria in an oxygen rich environment prevents mutation or growth of any anaerobic bacteria, which would produce inorganic acids such as hydrogen sulfide.
A filter membrane removes the water fraction from the unit. The membrane provides filtration in the 0.01 microns or lower range which is sufficient enough to remove viruses, bacteria, and other colloidal materials. The water exiting the units is potable water and safe for human consumption.
Marketing & Sales
STW’s business proposition is to provide comprehensive, necessary water treatment solutions. We work closely with our customers to evaluate their water treatment needs, understand how these may change over time, assess the regulatory and economic factors and then design an optimal solution. STW offers a broad array of technical solutions coupled with a service suite and financial structuring options that provide our customers with the ability to obtain a turnkey solution to their waste water disposal challenges.
Oil and Gas Shales: Most of the oil and gas producers in each of the shale formations are already well known to the Company. STW personnel have developed many, and in some cases, long standing relationships with key personnel responsible for well completion and remedial operations at each gas producer. STW monitors production plans at the producer level, the acreage acquisitions at the shale formations and trends that relate to the demand for water reclamation by region. In addition, the Company maintains detailed databases that monitor drilling permits, rig counts and other key statistics that forecast gas production rates by geography. These activities allow the Company to anticipate demand for its services and to prioritize its sales calling effort on those producers for whom fresh water supply is an issue or where shale water disposal pose the greatest challenges.
-6-
The foundation of the Company’s sales strategy is to become an integral part of its customer’s water management function. This involves identifying and finding solutions to customer needs through a multi–step, consultative approach:
|
●
|
Evaluate drilling program and production expansion plans.
|
|
●
|
Identify and define fracture water supply needs and waste brine generation levels.
|
|
●
|
Study the flowback water volumes and chemistry over time.
|
|
●
|
Generate economic models jointly with producers, with full consideration of all costs of obtaining, utilizing, and disposing of the water.
|
|
●
|
Evaluate various water reclamation options, from equipment to logistics, and develop financial models for all the options.
|
|
●
|
Provide a customized presentation comparing present practices to all of the options of water reclamation available to the customer, for buy-in to the best scenarios.
|
|
●
|
Jointly develop a presentation of the best scenarios for water management (present and future) for use by upper management. Support the presentation as required.
|
|
●
|
Review and determine optimal system design, location and financial structure.
|
|
●
|
Develop a time line for water reclamation implementation.
|
|
●
|
Execute definitive off-take and/or other agreements satisfactory to all parties.
|
STW is able to facilitate this part of the sales process through its detailed knowledge of the oil and gas drilling, fracking and production process and economics, shale formation geology, frac water chemistry, well completion techniques and logistics and regional regulatory landscapes. This expertise reduces the time required during the evaluative stage of the sales process and fosters a positive working relationship with our customers. STW then works together with its engineering and manufacturing partners to complete the technical solution, develop ancillary system requirements (balance of plant) evaluate cost and operating data, model the financial performance of the system and define remaining project parameters and an installation timeline.
Water reclamation is a new paradigm for oil and gas producers. Educating them about the economic, environmental and political benefits is key to long-term adoption.
Competition
In the oil and gas industry, current fracturing and produced water disposal methods – deep injection wells and surface water disposal – represent the Company’s greatest source of competition.
Brine Discharge / Deep Injection Wells
In many gas shale fields, disposal through a deep injection well offers a cost-effective (though environmentally questionable) alternative to water reclamation. If suitable geology exists, high TDS flowback waters can be disposed by injection into a deep discharge well. There are operative brine discharge wells in each of the major shale formations.
Number of Employees
As of August 5, 2013, we do not have any full time employees.
Our Website
Our website address is www.STWresources.com. Information found on our website is not incorporated by reference into this report.
ITEM 1A. RISK FACTORS
You should carefully consider the following risk factors and the other information included in this annual report on Form 10-K /A , as well as the information included in other reports and filings made with the SEC, before investing in our common stock. If any of the following risks actually occur, our business, financial condition or results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose part or all of your investment.
-7-
Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance.
We have a limited operating history and have generated limited revenue. As a consequence, it is difficult, if not impossible, to forecast our future results based upon our historical data. Reliance on the historical results may not be representative of the results we will achieve, particularly in our combined form. Because of the uncertainties related to our lack of historical operations, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in revenues or expenses. If we make poor budgetary decisions as a result of unreliable historical data, we could be less profitable or incur losses, which may result in a decline in our stock price.
The report of our independent registered public accounting firm on our 2012 consolidated financial statements contains a going concern modification, and we will need additional financing to execute our business plan, fund our operations and to continue as a going concern, which additional financing may not be available on a timely basis, or at all.
We have limited remaining funds to support our operations. We have prepared our consolidated financial statements in this Form 10-K /A on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We will not be able to execute our current business plan, fund our business operations or continue as a going concern long enough to achieve profitability unless we are able to secure additional funds. The Report of Independent Registered Public Accounting Firm on our December 31, 2012, consolidated financial statements includes an explanatory paragraph stating that the recurring losses incurred from operations and a working capital deficiency raise substantial doubt about our ability to continue as a going concern. However, in order to sustain and improve operations, we will need to secure additional funds. If adequate financing is not available, we will not be able to sustain operations. In addition, if one or more of the risks discussed in these risk factors occur or our expenses exceed our expectations, we may be required to raise further additional funds sooner than anticipated.
We will be required to pursue sources of additional capital to fund our operations through various means, including equity or debt financing, funding from a corporate partnership or licensing arrangement or any similar financing. However, we may be unable to obtain such financings on reasonable terms, or at all. Future financings through equity investments are likely to be dilutive to existing stockholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have additional dilutive effects. In addition, if we raise additional funds through collaboration and licensing arrangements, we may be required to relinquish potentially valuable rights to our product candidates or proprietary technologies, or grant licenses on terms that are not favorable to us. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial results. As a result, there can be no assurance that additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to us. If we are unable to raise funds to satisfy our capital needs prior to the end of 2013, we may be required to cease operations.
STW’s results of operations have not resulted in profitability and we may not be able to achieve profitability going forward.
STW has an deficit accumulated during the development stage of approximately $17,322,000 as of December 31, 2012 and had a net loss of approximately $3,599,000 for the year ended December 31, 2012. In addition, as of December 31, 2012, STW had total liabilities of approximately $9,359,000 and total assets of approximately $201,000.
Our management is developing plans to alleviate the negative trends and conditions described above. Our business plan is speculative and unproven. There is no assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan, that we will be able to curtail our losses now or in the future. Further, as we are a new enterprise, we expect that net losses will continue and our working capital deficiency will exacerbate.
-8-
We depend upon key personnel and need additional personnel.
Our success depends on the continuing services of Stanley Weiner, our chief executive officer and director. The loss of Mr. Weiner could have a material and adverse effect on our business operations. Additionally, the success of the Company’s operations will largely depend upon its ability to successfully attract and maintain competent and qualified key management personnel. As with any company with limited resources, there can be no guaranty that the Company will be able to attract such individuals or that the presence of such individuals will necessarily translate into profitability for the Company. Our inability to attract and retain key personnel may materially and adversely affect our business operations.
We must effectively manage the growth of our operations, or our company will suffer.
To manage our growth, we believe we must continue to implement and improve our operational and marketing departments. We may not have adequately evaluated the costs and risks associated with this expansion, and our systems, procedures, and controls may not be adequate to support our operations. In addition, our management may not be able to achieve the rapid execution necessary to successfully offer our products and services and implement our business plan on a profitable basis. The success of our future operating activities will also depend upon our ability to expand our support system to meet the demands of our growing business. Any failure by our management to effectively anticipate, implement, and manage changes required to sustain our growth would have a material adverse effect on our business, financial condition, and results of operations.
Our business requires substantial capital, and if we are unable to maintain adequate financing sources our profitability and financial condition will suffer and jeopardize our ability to continue operations.
We require substantial capital to support our operations. If we are unable to maintain adequate financing or other sources of capital are not available, we could be forced to suspend, curtail or reduce our operations, which could harm our revenues, profitability, financial condition and business prospects.
Our operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on us.
Our operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Various permits from government bodies are required for our operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages. We generally maintain insurance coverage customary to the industry; however, we are not fully insured against all possible environmental risks. To date, we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.
Risks associated with the collection, treatment and disposal of wastewater may impose significant costs.
Our wastewater collection, treatment and disposal operations of our subsidiaries are subject to substantial regulation and involve significant environmental risks. If collection systems fail, overflow or do not operate properly, untreated wastewater or other contaminants could spill onto nearby properties or into nearby streams and rivers, causing damage to persons or property, injury to aquatic life and economic damages, which may not be recoverable in rates. Liabilities resulting from such damage could adversely and materially affect our business, results of operations and financial condition. Moreover, in the event that we are deemed liable for any damage caused by overflow, our losses might not be covered by insurance policies, and such losses may make it difficult for us to secure insurance in the future at acceptable rates.
-9-
We will require significant capital requirements for equipment, commercialization and overall success.
We will require additional financing for our operations, to purchase equipment and to establish a customer base. We anticipate that we will require a minimum of $3.0 to $5.0 million in additional capital over the next six months to pursue our business plan. We cannot assure you that we will obtain any additional financing through any other means. Additional financing may not be available to us on acceptable terms, if at all. Unless we raise additional financing, we will not have sufficient funds to complete the purchase of equipment and commercialization of our services. As of the date of this Annual Report, we have no firm commitments for additional capital.
Our additional financing requirements could result in dilution to existing stockholders.
We will require additional financings obtained through one or more transactions which effectively dilute the ownership interests of holders of our Common Stock. We have the authority to issue additional shares of Common Stock and Preferred Stock as well as additional classes or series of ownership interests or debt obligations which may be convertible into any class or series of ownership interests in the Company. The Company is currently authorized to issue 100,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. Such securities may be issued without the approval or other consent of the holders of the Common Stock. As of December 31, 2012 and the date of this report, the Company is over subscribed in relation to the number of shares authorized and the number of shares that would be needed if all equity and debt instruments were converted into common shares.
Our additional financing requirements could result in dilution to existing stockholders.
We will require additional financings obtained through one or more transactions which effectively dilute the ownership interests of holders of our Common Stock. We have the authority to issue additional shares of Common Stock and Preferred Stock as well as additional classes or series of ownership interests or debt obligations which may be convertible into any class or series of ownership interests in the Company. As of the date of this Report, the Company is authorized to issue 250,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. Such securities may be issued without the approval or other consent of the holders of the Common Stock. As of December 31, 2012, the Company was over subscribed in relation to the number of shares authorized and the number of shares that would be needed if all equity and debt instruments were converted into common shares. However, on July 12, 2013, we amended our Articles of Incorporation to increase our authorized capital from 100,000,000 shares of common stock to 250,000,000 shares of common stock and therefore have a sufficient number of shares of common stock to satisfy all of our outstanding common stock obligations."
A portion of our outstanding convertible promissory notes shall be due soon and we may be unable to satisfy our obligations to pay interest and principal thereon when due.
As of October 17, 2013, we have approximately $3,500,000 in outstanding convertible notes. We recently received consent from the holders of approximately 70% of the outstanding principal amount of such notes to extend the maturity date of their notes. Although we continue to seek consent from the remaining note holders, there can be no assurance that we will receive it from any or all of these holders. The notes provide us with a 30 day cure period, but if we are unable to pay the notes when they become due, the note holders maintain the right to demand immediate payment of all outstanding principal and interest or maintain the note at an increased default interest rate of 18% per annum until we remedy the default. If we do not receive consent to extend the maturity date of the notes from the remaining note holders, the notes are not converted into equity or we do not otherwise restructure such debt, our current operations do not generate sufficient cash to pay the interest and principal on these obligations when they become due. Accordingly, there can be no assurance that we will be able to pay these or other obligations which we may incur in the future.
A small number of existing shareholders own a significant amount of our Common Stock, which could limit your ability to influence the outcome of any shareholder vote.
Our executive officers, directors and shareholders holding in excess of 5% of our issued and outstanding shares, beneficially own over 56.0% of our common stock as of December 31, 2012. Under our Articles of Incorporation and Nevada law, the vote of a majority of the shares outstanding is generally required to approve most shareholder action. As a result, these individuals will be able to significantly influence the outcome of shareholder votes for the foreseeable future, including votes concerning the election of directors, amendments to our Articles of Incorporation or proposed mergers or other significant corporate transactions.
-10-
We face competition.
We face competition from existing companies in reclamation of oil and gas waste water space that provide similar services to the Company’s. Our competitors may have longer operating histories, greater name recognition, broader customer relationships and industry alliances and substantially greater financial, technical and marketing resources than we do. Our competitors may be able to respond more quickly than we can to new or emerging technologies and changes in customer requirements.
We rely on confidentiality agreements that could be breached and may be difficult to enforce.
Although we believe that we take reasonable steps to protect our intellectual property, including the use of agreements relating to the non-disclosure of our confidential information to third parties, as well as agreements that provide for disclosure and assignment to us of all rights to the ideas, developments, discoveries and inventions of our employees and consultants while we employ them, such agreements can be difficult and costly to enforce. Although we generally seek to enter into these types of agreements with our consultants, advisors and research collaborators, to the extent that such parties apply or independently develop intellectual property in connection with any of our projects, disputes may arise concerning allocation of the related proprietary rights. If a dispute were to arise enforcement of our rights could be costly and the result unpredictable. In addition, we also rely on trade secrets and proprietary know-how that we seek to protect, in part, through confidentiality agreements with our employees, consultants, advisors or others.
Despite the protective measures we employ, we still face the risk that: agreements may be breached; agreements may not provide adequate remedies for the applicable type of breach; our trade secrets or proprietary know-how may otherwise become known; our competitors may independently develop similar technology; or our competitors may independently discover our proprietary information and trade secrets.
There has not been an active public market for our common stock so the price of our common stock could be volatile and could decline at a time when you want to sell your holdings.
Our common stock is traded on the OTC Pink under the symbol STWS. Our common stock is not actively traded and the price of our common stock may be volatile. Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include:
|
●
|
expiration of lock-up agreements;
|
|
●
|
our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors;
|
|
●
|
changes in financial estimates by us or by any securities analysts who might cover our stock;
|
|
●
|
speculation about our business in the press or the investment community;
|
|
●
|
significant developments relating to our relationships with our customers or suppliers;
|
|
●
|
stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in the oil and gas industry;
|
|
●
|
customer demand for our products;
|
|
●
|
investor perceptions of the oil and gas industry in general and our company in particular;
|
|
●
|
the operating and stock performance of comparable companies;
|
|
●
|
general economic conditions and trends;
|
|
●
|
major catastrophic events;
|
|
●
|
announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures;
|
|
●
|
changes in accounting standards, policies, guidance, interpretation or principles;
|
|
●
|
sales of our common stock, including sales by our directors, officers or significant stockholders; and
|
|
●
|
additions or departures of key personnel.
|
Securities class action litigation is often instituted against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs to us and divert our management’s attention and resources.
Moreover, securities markets may from time to time experience significant price and volume fluctuations for reasons unrelated to operating performance of particular companies. These market fluctuations may adversely affect the price of our common stock and other interests in our company at a time when you want to sell your interest in us.
-11-
Our Common Stock is subject to the “penny stock” rules of the Securities and Exchange Commission.
The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
|
●
|
that a broker or dealer approve a person's account for transactions in penny stocks; and
|
|
●
|
the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
|
In order to approve a person's account for transactions in penny stocks, the broker or dealer must:
|
●
|
obtain financial information and investment experience objectives of the person; and
|
|
●
|
make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.
|
The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:
|
●
|
sets forth the basis on which the broker or dealer made the suitability determination; and
|
|
●
|
that the broker or dealer received a signed, written agreement from the investor prior to the transaction.
|
Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Because certain of our stockholders control a significant number of shares of our common stock, they may have effective control over actions requiring stockholder approval.
Our directors, executive officers and principal stockholders, and their respective affiliates, will beneficially own approximately 56.0% of our outstanding shares of common stock as of December 31, 2012. As a result, these stockholders, acting together, would have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these stockholders, acting together, would have the ability to control the management and affairs of our company. Accordingly, this concentration of ownership might harm the market price of our common stock by:
|
●
|
delaying, deferring or preventing a change in corporate control;
|
|
|
●
|
impeding a merger, consolidation, takeover or other business combination involving us; or
|
|
|
●
|
discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of us.
|
Any adjustment in the conversion price of our convertible notes or the exercise price of our warrants could have a depressive effect on our stock price and the market for our stock.
If we are required to adjust the warrant exercise price pursuant to any of the adjustment provisions of the agreements relating to any of our prior financing transaction, the adjustment or the perception that an adjustment may be required, may have a depressive effect on both our stock price and the market for our common stock.
-12-
Failure to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and operating results and stockholders could lose confidence in our financial reporting.
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. Failure to achieve and maintain an effective internal control environment, regardless of whether we are required to maintain such controls, could also cause investors to lose confidence in our reported financial information, which could have a material adverse effect on our stock price.
The Company’s management assessed the design and operating effectiveness of internal control over financial reporting as of December 31, 2012 based on the framework set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. In connection with the assessment described above, management identified control deficiencies that represent material weaknesses at December 31, 2012. See "Item 9 Controls and Procedures" for more a detailed discussion.
We have not paid dividends on our common stock in the past and do not expect to pay dividends on our common stock for the foreseeable future. Any return on investment may be limited to the value of our common stock.
No cash dividends have been paid on our common stock. We expect that any income received from operations will be devoted to our future operations and growth. We do not expect to pay cash dividends on our common stock in the near future. Payment of dividends would depend upon our profitability at the time, cash available for those dividends, and other factors as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on an investor’s investment will only occur if our stock price appreciates.
The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.
We recently became a public company and subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act. Prior to February 2010, we had not operated as a public company and the requirements of these rules and regulations will likely increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and financial condition.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls for financial reporting. For example, Section 404 of the Sarbanes-Oxley Act of 2002 requires that our management report on, the effectiveness of our internal controls structure and procedures for financial reporting. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete. We may not be able to successfully complete the procedures and certification and attestation requirements of Section 404 by the time we will be required to do so. If we fail to do so, or if in the future our chief executive officer and chief financial officer determine that our internal controls over financial reporting are not effective as defined under Section 404, we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Furthermore, investor perceptions of our company may suffer, and this could cause a decline in the market price of our common stock. Irrespective of compliance with Section 404, any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results. The Company’s management assessed the design and operating effectiveness of internal control over financial reporting as of December 31, 2012 based on the framework set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. In connection with the assessment described above, management identified control deficiencies that represent material weaknesses at December 31, 2012, see "Item 9. Controls and Procedures" for more detailed discussion. Notwithstanding the foregoing, management reviewed the financial statements and underlying information included in this annual report on Form 10-K /A and believes the procedures performed are adequate to fairly present our financial position, results of operations and cash flows for the periods presented in all material respects.
-13-
In order to achieve effective internal controls, we may need to hire a number of additional employees with public accounting and disclosure experience in order to meet our ongoing obligations as a public company, which will increase costs. Our management team and other personnel will need to devote a substantial amount of time to new compliance initiatives and to meeting the obligations that are associated with being a public company, which may divert attention from other business concerns, which could have a material adverse effect on our business, financial condition and results of operations.
If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.
The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, the trading price of our stock would likely decrease. Even if we do obtain analyst coverage, if one or more of the analysts who cover us downgrade our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.
PART II
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with STW Resources Holding Corp. and its subsidiaries ("we", "us", "our", or the “Company”) consolidated audited financial statements and the notes thereto contained elsewhere in this report. Information in this Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this Form 10-K /A that does not consist of historical facts, are "forward-looking statements." Statements accompanied or qualified by, or containing words such as "may," "will," "should," "believes," "expects," "intends," "plans," "projects," "estimates," "predicts," "potential," "outlook," "forecast," "anticipates," "presume," and "assume" constitute forward-looking statements, and as such, are not a guarantee of future performance. The statements involve factors, risks and uncertainties including those discussed in the “Risk Factors” section included herein, the impact or occurrence of which can cause actual results to differ materially from the expected results described in such statements. Risks and uncertainties can include, among others, fluctuations in general business cycles and changing economic conditions; changing product demand and industry capacity; increased competition and pricing pressures; advances in technology that can reduce the demand for the Company's products, as well as other factors, many or all of which may be beyond the Company's control. Consequently, investors should not place undue reliance on forward-looking statements as predictive of future results. The Company disclaims any obligation to update the forward-looking statements in this report, except as otherwise required by law.
Overview
The Company was formed to utilize state of the art water reclamation technologies to reclaim fresh water from highly contaminated oil and gas hydraulic fracture flow-back salt water that is produced in conjunction with the production of oil and gas. The Company has been working to establish contracts with oil and gas operators for the deployment of multiple water reclamation systems throughout Texas. The Company, in conjunction with energy producers, operators, various state agencies and legislators, is working to create an efficient and economical solution to this complex problem. The Company is also evaluating the deployment of similar technology in the municipal wastewater industry.
The Company’s operations are located at 619 W. Texas Ave Ste 126, Midland, TX 79701.
On January 17, 2010, the Company entered into an Agreement and Plan of Merger (“Merger Agreement”) with STW Acquisition, Inc. (“Acquisition Sub”), a wholly owned subsidiary of STW Resources, Inc. (“STW”) and certain shareholders of STWR controlling a majority of the issued and outstanding shares of STW. Pursuant to the Merger Agreement, STW merged into Acquisition Sub resulting in an exchange of all of the issued and outstanding shares of STW for shares of the Company on a one for one basis. At such time, STW became a wholly owned subsidiary of the Company.
-14-
On February 9, 2010, the Court entered an order confirming the Second Amended Plan of Reorganization (the “Plan”) pursuant to which the Plan and the Merger Agreement were approved. The Plan was effective February 19, 2010 (the “Effective Date”). The principal provisions of the Plan were as follows:
|
●
|
MKM, the DIP Lender, received 400,000 shares of common stock and 2,140,000 shares of preferred stock;
|
|
●
|
the holders of the Convertible Notes received 1,760,000 shares of common stock;
|
|
●
|
general unsecured claims received 100,000 shares of common stock; and
|
|
●
|
the Company’s equity interest was extinguished and cancelled.
|
On February 12, 2010, pursuant to the terms of the Merger Agreement, STW merged with and into Acquisition Sub, which became a wholly-owned subsidiary of the Company (the “Merger”). In consideration for the Merger and STW becoming a wholly-owned subsidiary of the Company, the Company issued an aggregate of 31,780,004 shares of common stock ("the STW Acquisition Shares") to the shareholders of STW at the closing of the merger and all derivative securities of STW as of the Merger became derivative securities of the Company including options and warrants to acquire 12,613,002 shares of common stock at an exercise price ranging from $3.00 to $8.00 with an exercise period ranging from July 31, 2011 through November 12, 2014 and convertible debentures in the principal amount of $1,467,903 with a conversion price of $0.25 and maturity dates ranging from April 24, 2010 through November 12, 2010.
Considering that, following the Merger, the shareholders of the Company control the majority of our outstanding voting common stock of the Company and effectively succeeded our otherwise minimal operations to those that are theirs; the Company is considered the accounting acquirer in this reverse-merger transaction. A reverse-merger transaction is considered, and accounted for as, a capital transaction in substance; it is equivalent to the issuance of the Company’s securities for our net monetary assets, which are deminimus, accompanied by a recapitalization. Accordingly, the Company has not recognized any goodwill or other intangible assets in connection with this reverse merger transaction.
The Report of Independent Registered Public Accounting Firm to our December 31, 2012 consolidated financial statements includes an explanatory paragraph stating that the recurring losses and negative cash flows from operations and our working capital deficiency at December 31, 2012 raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Recent Developments
During February 2012, the Company issued to certain accredited investors (the “Investors”) revenue participation interest notes with a principal amount of $165,000 (the “March 2012 Notes”). These March 2012 Notes mature on January 31, 2017 and carry an interest rate of 12%. Principal and interest payments shall come solely from the Investors share of the revenue participation fees from water processing contracts related to brackish and/or produced water. The Investors shall receive 50% of the net revenues from such contracts until such time as they have received 2 times their investment amount, 10% of the net revenues thereafter until such time as they have received an additional $295,000 at which time the March 2012 Notes are retired in full. The Investors received warrants to purchase 165,000 shares of the Company’s common stock. These warrants have an exercise price of $0.20, are immediately exercisable and expire in two years from date of issuance. The Company paid cash financing fees of $16,500 and issued 16,500 warrants under the same terms as those received by the Investors.
On March 20, 2012, pursuant to a debt settlement agreement, the Company issued 3,000,000 shares of its common stock to a note holder who will sell these shares, and the net proceeds received by the note holder upon sale will reduce the Company's liability to the note holder.
On March 23, 2012, the Board of Directors agreed to exchange their previously accrued compensation of $1,173,900 and 2012 compensation of $300,000 for 29,478,000 shares of the Company’s common stock valued at $1,473,900.
-15-
On March 23, 2012 the Board of Directors authorized the Company to issue 16,950,000 shares of common stock for consulting services received. Of the 16,950,000 shares of common stock issued, Mr. Stan Weiner, the Company’s Chief Executive Officer, was issued 5,000,000, and 10,750,000 were issued to the other consultants. As of the date of the filing of this report, consulting services related to the issuance of 1,200,000 shares have not been performed. The Company is in the process of cancelling such performance agreement and the related shares issued. The Company determined that the shares estimated fair value to be approximately $786,000 based on the estimated fair value of the share price on the commitment date. The Company will record the estimated fair value to expense for such services as they are performed ratably over the term of the consulting agreements. The consulting agreements mature on various dates through April 2013.
On March 23, 2012, the Board authorized the issuance of 425,000 shares of the Company’s common stock to its Advisory Board members and an additional 18,750 shares to a consultant.
In May 2012, the Company entered into a subscription agreement with accredited investors pursuant to which the Company sold 1,000,000 Units, each Unit consisting of one share of the Company’s common stock par value $0.001 and a warrant to purchase 0.375 shares of the Company’s common stock (the “Warrants”) for aggregate consideration of $50,000. The Warrants shall be exercisable for a period of two years from the date of issuance at an initial exercise price of $0.20. The Company paid cash financing fees of $5,000 and issued 150,000 warrants under the same terms.
During 2012, the Company issued to certain accredited investors, new 14% Convertible Notes with a principal amount of $401,000. These notes have the same terms as the 14% Notes issued in 2011. In addition, the investors also received warrants to purchase 3,025,000 shares of the Company’s common stock at an exercise price of $0.20 and exercisable for a period of two years from the date of issuance. The Company paid cash financing fees of $40,000 and issued 302,500 warrants under the same terms.
On September 6, 2012, the Company announced that it had signed a contract with Ranchland Hills Golf Club, Midland, TX, to design, build and deliver a proprietary water desalinization facility to produce 700,000 gallons of water a day by converting brackish well water into the equivalent of rain water to maintain the greens and fairways of the golf course. Under terms of the agreement, STW has received payments to engineer and install customized equipment that adds proprietary technology and chemicals to a desalinization membrane technology to increase the amount of fresh water recovered and lower the cost of operation. In the first quarter of 2013, the Company delivered and installed the equipment related to this contract.
On January 8, 2013, the Company and Black Pearl Energy, LLC, an entity controlled by Stan Weiner and Lee Maddox, the Company’s Chief Executive Officer and Chief Operating Officer, respectively (“BPE”), entered into an equity exchange agreement (the “Agreement”) pursuant to which BPE transferred 10% of the outstanding membership interests of Black Wolf Enterprises, LLC, (“Black Wolf”) to the Company in exchange for 7,000,000 shares of the Company’s common stock, which shares will be issued once the Company amends its articles of incorporation, as amended, to increase the number of authorized shares of common stock. The transaction contemplated by the Agreement closed on January 8, 2013.
Between April 30 and June 6, 2013, the Company entered into subscription agreements with accredited investors pursuant to which the investors purchased revenue participation interest notes for an aggregate amount of $302,500. The notes bear interest at a rate of 12% per annum and mature on or before April 30, 2018. The Company has agreed to pay the investors 50% of the net operating revenues (as defined in the Revenue Participation Agreement) from the SWD Sites (as defined in the Revenue Participation Agreement) on a monthly basis until the notes are repaid in full. In connection with the agreement, each investor received a warrant to purchase two (2) shares of common stock for every dollar invested (or 605,000 shares of common stock in the aggregate). The exercise price of the warrants are subject to customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like.
-16-
Effective June 26, 2013, the Company formed STW Energy Services, LLC (the “STW Energy”), a majority owned subsidiary, for the purpose of providing rig washing services in preparation for rig transportation in Western and Southern Texas. STW Energy is owned 75% by the Company and 25% by Crown Financial, LLC (the “Investor”). In connection with the formation of STW Energy, the Investor agreed to loan STW Energy $1,000,000, at 15% interest, and matures June 26, 2016. Interest only payments begin August 1, 2013, and principal and interest payments begin November 1, 2013. The loan is secured by all of STW Energy’s assets and guaranteed by the Company. Further, STW Energy and the Investor entered into an account purchase agreement, whereby the Investor may, at its sole discretion, advance 80% of the face amount of certain STW Energy eligible accounts receivable. Each account receivable acquired is subject to a rebate amount of 18.5%, 17%, 15.5%, and 0% if the Investor collects the full invoice amount within 30, 60, 90, and more than 90 days after the purchase date, respectively. In the event that a receivable remains outstanding beyond the 90 days of the advance, STW Energy is required to repay the advance or replace such receivable with another eligible receivable.
Effective July 1, 2013, Lee Maddox, the Company’s Chief Operating Officer, was appointed to the Company’s board of directors. Mr. Maddox will receive the standard board compensation of $75,000 per year, payable in cash or the stock equivalent as determined by the board of directors.
During 2013, the Company formed STW Oilfield Services LLC. There has been no activity since formation.
On July 12, 2013, the state of Nevada approved the increase in the number of authorized shares of common stock from 100,000,000 shares to 250,000,000 shares.
Plan of Operations
For the next twelve months, our current operating plan is focused on providing water reclamation services to oil and gas producers and other commercial ventures in Texas. Water reclamation services include treating brackish water for use in fracking operations, landscaping and other commercial applications and reclaiming produced water.
As is discussed further in the Liquidity and Capital Resources section below, we have limited funds to support our operations. Our continuation as a going concern subsequent to the year ended December 31, 2012 is dependent on our ability to obtain additional financing to fund the continued operation of our business model for a long enough period to achieve profitable operations. Based on our current business plan, we currently estimate we will need up to an additional $3 to $5 million of new capital to execute our business plan through the year ending 2013. There can be no assurance, however, that such financing will be available or, if it is available, that we will be able to structure such financing on terms acceptable to us and that it will be sufficient to fund our cash requirements until we can reach a level of profitable operations and positive cash flows. If we are unable to obtain the financing necessary to support our operations, we may be unable to continue as a going concern. We currently have no firm commitments for any additional capital.
The downturn in the United States stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our shares of common stock or the debt securities may cause us to be subject to restrictive covenants. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek additional financing. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.
-17-
Results of Operations
Year Ended December 31, 2012 Compared to Year Ended December 31, 2011
Revenues
The Company did not generate revenue for the years ended December 31, 2012 or 2011.
Operating Expenses
Our operating expenses for the year ended December 31, 2012 were $1,935,027 and consisted of general and administrative of $215,175, salaries and benefits of $285,850, professional fees of $194,127, board compensation of $543,500 and compensation for shares issued to consultants of $696,375.
Our operating expenses for the year ended December 31, 2011 were $1,951,797 and consisted of general and administrative of $147,901, salaries and benefits $11,317, professional fees of $544,429, board compensation $1,196,150, and share-based compensation expense to consultants of $52,000.
The increase of general and administrative is due to business development expenses.
The increase of salaries and benefits, and decrease in professional fees, is due to the compensation we agreed to pay pursuant to the independent contractor agreements we entered into with certain of our officers and directors in 2012.
The decrease in board compensation is due to the number of shares issued to the board of directors.
The increase in share-based compensation to consultants is due to an increase in the services received from consultants and the share price.
Other Income / Expense
For the year ended December 31, 2012, we had a mark to market expense adjustment on derivative liabilities of $990,751, mark to market expense adjustment on shares of common stock issued to note holder of $19,587 and interest expense of $655,371. The mark to market adjustment on derivative liabilities is due to the increase in fair value of the underlying common stock. The increase in mark to market expense adjustment on common stock to note holder is due to the fair value of the underlying common stock. Interest expense increased due to additional borrowings in the current year and an increase in interest rate on previous outstanding debt.
For the year ended December 31, 2011, we had a loss on extinguishment of liabilities, net of $823,573, loss on disposition of assets of $60,749, interest expense of $572,421 and change in fair value of derivative liabilities of $606,293. The loss on extinguishment of liabilities in 2011 was primarily due to the modification of the GE Note.
Net Loss
Net loss for the years ended December 31, 2012 and 2011 was $3,598,684 and $2,819,743, respectively. The reason for the increase in the year ended December 31, 2012 to the corresponding period for 2011 was mainly due to increase in mark to market valuation of derivative liabilities, share based compensation for consulting services and an increase in operating expenses due to an increase in advisory and board fees in the current period.
Liquidity and Capital Resources
As of December 31, 2012, we had current assets of $201,014, including cash of $59,870, and current liabilities of $8,820,037. As of December 31, 2011, we had current assets of $34,007, including cash of $7,178, and current liabilities of $5,500,199.
-18-
Operating Activities
Our operating activities resulted in net cash used in operations of $451,817 for the year ended December 31, 2012 compared to net cash used in operations of $359,509 for the year ended December 31, 2011. The net cash used in operations for the year ended December 31, 2012 reflects a net loss of $3,598,684 offset by amortization of debt discount and debt issuance costs of $44,675, change in fair value of derivative liabilities of $990,751, share based compensation of $1,004,875 change in prepaid expenses and other current assets of $1,343, accounts payables and other accrued expenses of $988,290, and deferred revenue of $97,346.
The net cash used in operations for the year ended December 31, 2011 reflects a net loss of $2,819,743 offset by depreciation of $3,962, amortization of debt discount and debt issuance costs of $185,970, change in fair value of derivative instruments of $(606,293), accounts payables and other accrued expenses of $1,882,396 and other minor factors. The reason for the increase in comparing the year ended December 31, 2012 to the same period for 2011 was due to the fact that the Company refocused operations on water reclamation opportunities in Texas and consulting service fees.
Investing Activities
Our investing activities did not generate any cash flows for the years ended December 31, 2012 and 2011.
Financing Activities
Our financing activities resulted in a cash inflow of $504,500 for the year ended December 31, 2012 and $360,000 for the year ended December 31, 2011, which represents issuances of notes payable, convertible notes payable and cash for common shares net of issuance costs.
Going Concern
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company, since inception, has not had any significant revenues or significant operating history and has an deficit accumulated during the development stage of $17,322,388 at December 31, 2012. During the year ended December 31, 2012, the Company had a net loss of approximately $3,599,000 and cash used in operating activities of approximately $452,000. The Company had a working capital deficiency and stockholders’ deficit of approximately $8,619,000 and $9,158,000, respectively, at December 31, 2012. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate revenues and its ability to continue receiving investment capital and loans from third parties to sustain its current level of operations. The Company is in the process of securing working capital from investors for common stock, convertible notes payable, and/or strategic partnerships. No assurance can be given that the Company will be successful in these efforts and there can be no assurance that any additional financing will be available to the Company on satisfactory terms and conditions, if at all.
In the event the Company is unable to continue as a going concern, the Company may elect or be required to seek protection from its creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy. To date, management has not considered this alternative, nor does management view it as a likely occurrence.
Presently, due to the lack of revenue we are not able to meet our operating and capital expenses. The success of our ability to continue as a going concern is dependent upon successful permitting of our sites obtaining customers for water reclamation services, and maintaining a break even or profitable level of operations. We have incurred operating losses since inception, and this is likely to continue through the fourth quarter of 2013.
The financial requirements of our Company will be dependent upon the financial support through credit facilities and additional sales of our equity securities. There can be no assurance, however, that such financing will be available or, if it is available, that we will be able to structure such financing on terms acceptable to us and that it will be sufficient to fund our cash requirements until we can reach a level of profitable operations and positive cash flows. If we are unable to obtain the financing necessary to support our operations, we may be unable to continue as a going concern. We currently have no firm commitments for any additional capital.
-19-
The downturn in the United States stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our shares of common stock or the debt securities may cause us to be subject to restrictive covenants. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek additional financing. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.
The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.
Warrants
As of December 31, 2012, the Company had 32,407,434 warrants outstanding to acquire the Company’s common stock.
Credit Facility
Presently we have no revolving credit facility established. If needed, it will be necessary to establish a line of credit and it will need to be on favorable terms.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Contractual Obligations and Commitments
The following table is a summary of contractual cash obligations for the periods indicated that existed as of December 31, 2012, and is based on information appearing in the notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K /A :
|
TOTAL
|
Less than
1 Year
|
1-2 years
|
||||||||||
|
14% Convertible Notes
|
$
|
2,882,235
|
$
|
2,482,235
|
$
|
400,000
|
||||||
|
12% Convertible Notes
|
415,000
|
415,000
|
-
|
|||||||||
|
GE Note
|
2,100,000
|
2,100,000
|
-
|
|||||||||
|
Deferred Compensation Notes
|
279,095
|
279,095
|
-
|
|||||||||
|
Revenue Participation Notes
|
165,000
|
-
|
165,000
|
|||||||||
|
Other financing
|
84,280
|
84,280
|
-
|
|||||||||
|
Total obligations
|
$
|
5,925,610
|
$
|
5,360,610
|
$
|
565,000
|
||||||
Critical Accounting Policies
Management’s discussion and analysis of financial condition and results of operations, as well as disclosures included elsewhere in this Annual Report, are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. Our significant accounting policies are described in the notes to the audited consolidated financial statements contained elsewhere in this Annual Report. Included within these policies are our “critical accounting policies.” Critical accounting policies are those policies that are most important to the preparation of our consolidated financial statements and require management’s most subjective and complex judgments due to the need to make estimates about matters that are inherently uncertain. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operations and/or financial condition.
-20-
We believe that the critical accounting policies that most impact the consolidated financial statements are as described below.
Beneficial Conversion Features and Debt Discounts
If a conversion feature of conventional convertible debt is not accounted for as a derivative instrument and provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”). A BCF is recorded by the Company as a debt discount. The convertible debt is recorded net of the discount related to the BCF. The Company amortizes the discount to interest expense over the life of the debt using the effective interest rate method.
Derivative Liabilities
Certain of the Company’s embedded conversion features on debt and issued and outstanding common stock purchase warrants, which have exercise price reset features, are treated as derivatives for accounting purposes. Our derivative liabilities consist of price protection features for embedded conversion features on debt, price protection features on warrants and derivative liabilities due to insufficient authorized shares to settle outstanding contracts which are carried at fair value, and are classified as Level 3 liabilities. The common stock purchase warrants were not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability or any net investment in a foreign operation. The warrants do not qualify for hedge accounting, and as such, all future changes in the fair value of these warrants are recognized currently in earnings until such time as the warrants are exercised, expire or the related rights have been waived. These common stock purchase warrants do not trade in an active securities market, and as such, the Company estimates the fair value of these warrants and embedded conversion features using Black-Scholes.
Equity Instruments Issued to Non-Employees for Acquiring Goods or Services
Issuances of the Company’s common stock for acquiring goods or services are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The measurement date for the fair value of the equity instruments issued to consultants or vendors is determined at the earlier of (i) the date at which a commitment for performance to earn the equity instruments is reached (a “performance commitment” which would include a penalty considered to be of a magnitude that is a sufficiently large disincentive for nonperformance) or (ii) the date at which performance is complete. When it is appropriate for the Company to recognize the cost of a transaction during financial reporting periods prior to the measurement date, for purposes of recognition of costs during those periods, the equity instrument is measured at the then-current fair values at each of those interim financial reporting dates.
Income taxes
The Company follows ASC Topic 740, Income Taxes for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability during each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
The Company implemented the accounting guidance for uncertainty in income taxes using the provisions of ASC Topic 740 ,which is intended to clarify the accounting for income taxes prescribing a minimum recognition threshold for a tax provision before being recognized in the consolidated financial statements. This guidance also provides guidance on de-recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. As a result, the Company has concluded that it does not have any unrecognized tax benefits or any additional tax liabilities after applying this guidance. The adoption of this guidance therefore had no impact on the Company’s consolidated financial statements.
-21-
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The names, ages and positions of our directors and executive officers as of December 31, 2012, are as follows:
|
Name
|
Age
|
Position
|
||
|
Stanley Weiner
|
58 |
Chief Executive Officer, President, Principal Financial and Accounting Officer and Chairman of the Board of Directors
|
||
|
Lee Maddox
|
Chief Operating Officer
|
|||
|
D. Grant Seabolt, Jr.
|
58 |
Director, Outside Legal Counsel
|
||
|
Joseph O’Neill
|
65 |
Director
|
||
|
Hon Bill Carter
|
81 |
Director
|
||
|
Manfred Birnbaum
|
80 |
Director
|
||
|
Paul DiFrancesco
|
47 |
Director
|
||
|
Dale F. Dorn
|
68 |
Director
|
All directors hold office until the next annual meeting of stockholders and the election and qualification of their successors. Officers are elected annually by the board of directors and serve at the discretion of the board.
The principal occupations for the past five years (and, in some instances, for prior years) of each of our directors and executive officers are as follows:
Stanley Weiner, Director, Chief Executive Officer and Principal Accounting Officer
Stanley T. Weiner, a 30 year veteran of the oil and gas industry, has explored, drilled and operated oil and gas properties in the United States and in South America. Previously, Mr. Weiner served as president and CEO of Molecular Solutions, LLC, and was founder and CEO of Weiner Investments Inc, and American Crude Oil, Inc.
Lee Maddox, Chief Operating Officer
Lee Maddox , a West Texas native, received his Bachelor of Business Administration in Marketing from Texas Tech University. Mr. Maddox has served as an account executive and risk manager for Oil and Gas Operators and Service Contractors for 15 years. During which he earned the designation as a Certified Risk Manager, was promoted to vice President and received numerous awards for his leadership in sales and as a team leader with individual sales of $10,000,000 annual. Maddox has been a partner and manager in several Oil and Gas service companies for the past 5 years including JNC Energy, Viper Products and Services, and Black Wolf Enterprises. Maddox brings an extensive knowledge of the oilfield service business and network of contacts within the oil and gas industry.
D. Grant Seabolt, Jr., Director and Outside Legal Counsel
Mr. Seabolt is an "AV" Preeminent® rated, 33-year law practitioner with the Dallas, Texas based Seabolt Law Group, where he advises entrepreneurs, start-up companies and mature companies in business transactions, including mergers and acquisitions, capital raising, securities law and corporate finance. He also represents U.S.A. clients in foreign business transactions and foreign clients in the U.S.A. He is retired from the Marine Corps Reserves (attaining rank of Colonel in the Reserves as an International Law Specialist for Europe and Africa). He holds an LL.M (International Law, with highest honors ) from the National Law Center of the George Washington University, 1984; a J.D. from the Univ. of Alabama School of Law, 1979; and a B.A. (Accounting) from Birmingham-Southern College, 1976. Mr. Seabolt currently serves as the Company’s Outside General Counsel and Corporate Secretary, and serves on the Company’s Audit, Compliance and Compensation Committees.
Joseph O’Neill, Director
Joseph I. O’Neill III has close to 40 years of experience in the oil and gas industry. He currently serves as Managing Partner of O’Neill Properties, a highly regarded Midland, Texas oil and gas producer. Mr. O’Neill is the former Chairman of the Board of Texas Oil & Gas Association and is a Director of the Petroleum Club of Midland. He has served on the boards of numerous industries, civic, academic, political and charitable institutions. He is a graduate of Notre Dame University and formerly on the Board of Directors and a past President of the Notre Dame Alumni Association.
-22-
The Hon. Bill Carter, Director
The Hon. Bill Carter is a former Member of the Texas House of Representatives (1984-2003) and is former Chairman of the Texas Public Safety Committee. In addition to receiving the 1997 American Legislative Exchange Council Legislator of the Year Award, Mr. Carter has received numerous state and national awards, including Outstanding Legislator Award from the Texas Chiropractic Association, the Legislative Excellence Award from the Texas Head Injury Association, the Greater Dallas Crime Commission Crime Fighter of the Year, the Outstanding Legislator in Texas from the Texas Association of Regional Councils, and the Presidential Achievement Award from President Ronald Reagan.
Manfred Birnbaum, Director
Manfred Birnbaum’s career spans 30 years in power generation and industrial business. His experience ranges from Senior Management positions at Westinghouse Electric Corporation to high tech start-up operations, power plant control, and electronic manufacturing services in both domestic and international markets. He currently serves on the Board of ZBB Energy Corp., a public company engaged in the design and manufacture of energy storage solutions to the renewable energy and electric utility markets.
Paul DiFrancesco, Director
Paul C. DiFrancesco has over twenty years of experience in the financial sector. Mr. DiFrancesco is currently a Managing Director at Ascendiant Capital, a registered broker-dealer that provides investment banking services to emerging growth companies. Prior to joining Ascendiant Capital, Mr. DiFrancesco was a Partner at Viewpoint Securities. In 2001, Mr. DiFrancesco co-founded and was the President of Decision Capital Management, LLC. Prior to co-founding Decision, Mr. DiFrancesco was Senior Managing Director of Preferred Capital Markets in San Francisco. During Mr. DiFrancesco's tenure, Preferred Capital Markets was named by Fortune Magazine several years running, as one of the top 100 fastest growing private companies. In 1995, Mr. DiFrancesco joined Apodaca-Johnston Investment Group as Managing Director and as a member of the Investment Committee. In 1990, Mr. DiFrancesco joined Torrey Pines Securities, where he built and managed the trading desk.
Dale F. Dorn, Director
Mr. Dorn brings more than 40 years of experience in the oil & gas industry. Most recently, he founded and serves as CEO of Dale F. Dorn Oil & Gas Minerals, a privately held company that acquires and trades minerals, which he has been with for aver 10 years. Previous oil & gas experience includes 30 years in roles of increasing responsibility with the Forest Oil Corporation, rising from Landman to Vice President to Director and ultimately spending six years as the President of Flare, Inc., Forest’s frontier exploration subsidiary. For two years, Mr. Dorn worked in Oil & Gas Investment Banking, under Jim Glanville, with Lehman Brothers. He also founded Bradford Natural Gas Corp., a company that exported natural gas to Mexico.
Family Relationships
None.
Board Qualifications
The Board believes that each of our directors is highly qualified to serve as a member of the Board. Each of the directors has contributed to the mix of skills, core competencies and qualifications of the Board. When evaluating candidates for election to the Board, the Company seeks candidates with certain qualities that it believes are important, including integrity, an objective perspective, good judgment, leadership skills. Our directors are highly educated and have diverse backgrounds and talents and extensive track records of success in what we believe are highly relevant positions.
-23-
To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:
|
●
|
Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
|
|
●
|
Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.
|
|
●
|
Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.
|
|
●
|
Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
|
|
●
|
Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Our business, property and affairs are managed by or under the direction of the board of directors. Members of the board are kept informed of our business through discussion with the chief executive and financial officers and other officers, by reviewing materials provided to them and by participating at meetings of the board and its committees.
Audit Committee
The Board of Directors acts as the audit committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.
Compensation Committee
The Board of Directors acts as the compensation committee.
Director Compensation
Directors are expected to timely and fully participate in all regular and special board meetings, and all meetings of committees that they serve on. We compensate directors through the initial grant of 200,000 shares of common stock and the payment of a cash fee equal to $1,000 plus travel expenses for each board meeting attended, and $75,000 per year as compensation for serving on our board of directors.
The following table sets forth summary information concerning the total compensation paid or payable to our directors for services to our company.
|
Year Ended December 31, 2012
|
|||||
|
Name
|
Fees Earned or Paid in Cash (1)
|
Shares Granted (2)
|
|||
|
Stanley T. Weiner
|
$
|
75,000
|
6,200,000
|
||
|
Paul DiFrancesco
|
75,000
|
5,800,000
|
|||
|
Bill Carter
|
75,000
|
6,200,000
|
|||
|
Joseph O'Neill
|
75,000
|
6,200,000
|
|||
|
Manfred Birnbaum
|
75,000
|
2,370,000
|
|||
|
Dale Dorn
|
75,000
|
1,620,000
|
|||
|
Grant Seabolt
|
75,000
|
200,000
|
|||
|
R. Tibaut Bowman (3)
|
-
|
1,088,000
|
|||
|
(1) Fees for 2012 were accrued for and included in accrued board compensation in the accompanying consolidated financial statements.
|
|
(2) Fee for the period 2008 through 2011 were not due until 2011, when the entire amount of $1,173,900 was accrued, and settled by the issuance of these shares of common stock during the year ended December 31, 2012.
|
|
(3) Mr. Bowman resigned from the Board in August 2011.
|
-24-
Code of Ethics
We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because of the small number of persons involved in the management of the Company.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than 10% of any class of our securities registered under Section 12(g) of the Exchange Act to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
During our review process, we realized that none of the persons subject to such requirements complied with same. It seems that most of the affected persons, as listed below, failed to file their Initial Statement of Beneficial Ownership on Form 3 and then in light of their failure to report changes in such beneficial ownership on a Form 4, failed to file an Annual Statement of Changes in Beneficial Ownership on a Form 5 regarding such holdings and transactions that should have been so reported in the previous year. We have reminded these persons about their obligations and it is our understanding that they will file all beneficial ownership forms required to date in the coming weeks.
The table below accounts for the missed Form 3 and Form 5s of each person subject to Section 16(a).
|
Name
|
# of Late Reports
|
Transactions Not Timely Reported
|
Known Failures to File a Required Form
|
|||||||||
|
Mr. Weiner
|
- | - | 3 | |||||||||
|
Mr. Maddox
|
- | - | 2 | |||||||||
|
Mr. Seabolt
|
- | - | 3 | |||||||||
|
Mr. O'Neill
|
- | - | 2 | |||||||||
|
Hon. Carter
|
- | - | 2 | |||||||||
|
Mr. Birnbaum
|
- | - | 2 | |||||||||
|
Mr. DiFrancesco
|
- | - | 2 | |||||||||
|
Mr. Dorn
|
- | - | 2 | |||||||||
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The table below sets forth, for the last two fiscal years, the compensation earned by (i) each individual who served as our principal executive officer or principal financial officer during the last fiscal year and (ii) our most highly compensated executive officer, other than those listed in clause (i) above, who were serving as executive officers at the end of the last fiscal year (together, the “Named Executive Officers”). No other executive officer had annual compensation in excess of $100,000 during the last fiscal year.
|
Name and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock Awards
|
All Other Compensation
|
Total
|
|||||||||||||
|
Stanley Weiner
|
2012
|
$
|
102,000
|
(1)
|
$
|
-
|
$
|
200,000
|
(5)
|
$
|
24,500
|
(4)
|
$
|
326,500
|
|||||
|
2011
|
102,000
|
(2)
|
-
|
-
|
-
|
102,000
|
|||||||||||||
|
Audry Lee Maddox
|
2012
|
105,000
|
(3)
|
-
|
80,000
|
(5)
|
25,000
|
(4)
|
210,000
|
||||||||||
-25-
(1) For fiscal year ended 2012 the Company paid to Mr. Weiner $69,500 and accrued the remainder of his salary.
(2) For fiscal year ended 2011 the Company paid to Mr. Weiner $11,500 and accrued the remainder of his salary.
(3) For fiscal year ended 2012 the Company paid to Mr. Maddox $70,500 and accrued the remainder of his salary.
(4) For fiscal year ended 2012 the Company accrued commissions in the accrued consulting fees – officer related to the Ranchland Golf Club Agreement.
(5) The Company issued to Mr. Weiner and Mr. Maddox shares totaling 5,000,000 and 2,000,000, respectively, during 2012.
Outstanding Equity Awards at Fiscal Year-End
There were no outstanding unexercised options, unvested stock, and/or equity incentive plan awards issued to our named executive officers as of December 31, 2012.
Employment Agreements
As of the filing date of the Initial 10-K, we do not have any employees and therefore do not maintain any employment agreements. We do however, maintain Independent Contractor Agreements with certain of our officers and directors.
Stanley Weiner Independent Contractor Agreement
On July 1, 2012, the Company entered into an independent contractor agreement (the “Weiner Agreement”) effective July 1, 2012 (the “Effective Date”) with Stanley T. Weiner, the Company’s Chief Executive Officer (“Weiner”) pursuant to which Weiner will serve as Chief Executive Officer for the Company until December 31, 2012. The Company may terminate the Weiner Agreement at any time upon 60 day written notice to Weiner. The Weiner Agreement provides that Weiner will receive monthly compensation equal to $16,000 per month during the term, subject to the right of the Company’s Board of Directors to revise such compensation based on changed circumstances. The Company shall also reimburse Weiner for reasonable and approved out-of-pocket expenses incurred by him on behalf of the Company in the performance of his duties hereunder during the term.
On March 7, 2013, the Company entered into an independent contractor agreement (the “2013 Weiner Agreement”) effective January 1, 2013 (the “Effective Date”) with Stanley T. Weiner, the Company’s Chief Executive Officer (“Weiner”) pursuant to which Weiner will serve as Chief Executive Officer for the Company until June 30, 2013 (the “Weiner 2013 Term”). The Company may terminate the 2013 Weiner Agreement at any time upon 60 day written notice to Weiner. The 2013 Weiner Agreement provides that Weiner will receive monthly compensation equal to $10,000 per month during the Weiner 2013 Term, subject to the right of the Company’s Board of Directors to revise such compensation based on changed circumstances. The Company shall also reimburse Weiner for reasonable and approved out-of-pocket expenses incurred by him on behalf of the Company in the performance of his duties hereunder during the Weiner 2013 Term.
Lee Maddox Independent Contractor Agreement
On July 1, 2012, the Company entered into an independent contractor agreement (the “Maddox Agreement”) effective July 1, 2012 (the “Effective Date”) with Lee Maddox, the Company’s Chief Operating Officer (“Maddox”) pursuant to which Maddox will serve as the Chief Operating Officer for the Company until December 31, 2012. The Company may terminate the Maddox Agreement at any time upon 60 day written notice to Maddox. The Maddox Agreement provides that Maddox will receive monthly compensation equal to $15,000 per month during the term, subject to the right of the Company’s Board of Directors to revise such compensation based on changed circumstances. The Company shall also reimburse Maddox for reasonable and approved out-of-pocket expenses incurred by him on behalf of the Company in the performance of his duties hereunder during the term.
-26-
On March 7, 2013, the Company entered into an independent contractor agreement (the “2013 Maddox Agreement”) effective January 1, 2013 (the “Effective Date”) with Lee Maddox, the Company’s Chief Operating Officer (“Maddox”) pursuant to which Maddox will serve as Chief Operating Officer for the Company until June 30, 2013 (the “Maddox 2013 Term”). The Company may terminate the 2013 Maddox Agreement at any time upon 60 day written notice to Maddox. The 2013 Maddox Agreement provides that Maddox will receive monthly compensation equal to $10,000 per month during the Maddox 2013 Term, subject to the right of the Company’s Board of Directors to revise such compensation based on changed circumstances. The Company shall also reimburse Maddox for reasonable and approved out-of-pocket expenses incurred by him on behalf of the Company in the performance of his duties hereunder during the Maddox Term.
D. Grant Seabolt, Jr. Independent Contractor Agreement
On July 1, 2012, the Company entered into an independent contractor agreement (the “Seabolt Agreement”) effective July 1, 2012 (the “Effective Date”) with D. Grant Seabolt Jr., the Company’s Corporate Secretary and Outside General Counsel (“Seabolt”) pursuant to which Seabolt will serve as Corporate Secretary and Outside General Counsel for the Company until December 31, 2012. The Company may terminate the Seabolt Agreement at any time upon 60 day written notice to Seabolt. The Seabolt Agreement provides that Seabolt will receive monthly compensation equal to $5,000 per month during the term, subject to the right of the Company’s board of directors to revise such compensation based on changed circumstances. The Company shall also reimburse Seabolt for reasonable and approved out-of-pocket expenses incurred by him on behalf of the Company in the performance of his duties hereunder during the term.
On March 7, 2013, the Company entered into an independent contractor agreement (the “2013 Seabolt Agreement”) effective January 1, 2013 (the “Effective Date”) with D. Grant Seabolt, Jr., the Company’s Corporate Secretary and Outside General Counsel (“Seabolt”) pursuant to which Seabolt will serve as Corporate Secretary and Outside General Counsel for the Company until December 31 , 2013 (the “Seabolt 2013 Term”). The Company may terminate the 2013 Seabolt Agreement at any time upon 60 day written notice to Seabolt. The 2013 Seabolt Agreement provides that Seabolt will receive monthly compensation equal to $6,250 per month during the Seabolt 2013 Term, subject to the right of the Company’s Board of Directors to revise such compensation based on changed circumstances. The Company shall also reimburse Seabolt for reasonable and approved out-of-pocket expenses incurred by him on behalf of the Company in the performance of his duties hereunder during the Seabolt 2013 Term.
Indemnification Agreements
We entered into indemnification agreements with each of our directors pursuant to which we have agreed to indemnify such party to the full extent permitted by law, subject to certain exceptions, if such party becomes subject to an action because such party is our director.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Other than the relationships and transactions discussed below, we are not a party to, nor are we proposed to be a party, to any transaction since the beginning of the fiscal year ending December 31, 2012 involving an amount that exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years and in which a related person, as such term is defined by Item 404 of Regulation S-K, had or will have a direct or indirect material interest.
During the year ended December 31, 2011, the Company incurred $73,500 in fees and expenses payable to Viewpoint Securities LLC ("VP"), and granted a warrant to purchase 566,667 shares of the Company’s common stock with an exercise price of $0.20 per share and exercisable for a period of two years from the date of issuance. One of our directors, Mr. DiFrancesco was previously a partner at VP. At December 31, 2012 and 2011, the Company had a balance due to VP of $202,728 recorded in accounts payable.
-27-
On July 1, 2012, the Company entered into various independent contractor agreements with three officers and/or directors. The agreements terminate on December 31, 2012 and provide for monthly payments ranging from $5,000 to $16,000. As of December 31, 2012, the Company recorded $216,000 under salaries and benefits in the accompanying consolidated statements of operations, of which $97,000 is yet to be paid and is recorded under accrued compensation in the accompanying consolidated statement of operations and paid cash in the amount of $119,000. At December 31 2012, and 2011, the Company had accrued fees payable under these agreements of $431,996 and $249,480, respectively. In March 2013, the Company signed new independent contractor agreements with these same officers and/or directors referenced above. Each of the new agreements were effective as of January 2013 and terminate on December 31, 2013; the agreements also provide for monthly payments ranging from $6,250 to $10,000 during the term of each person.
As of January 2012, the Company maintains an investment banking agreement with Ascendiant Capital Markets LLC, a FINRA & SIPC member firm ("Ascendiant"), over which one of our directors (Mr. DiFrancesco) is Managing Director, which entitles Ascendiant to cash commissions and warrant coverage for financings they place for us. As of the date of this Report, pursuant to this agreement, we have paid Ascendiant approximately $50,000 in cash, but no warrants have been issued or accrued. Ascendiant has waived commissions for transactions with all officiers, directors, insiders, all other individuals, (accredited or not) and if a fee is not attainable as determined by an institutional investor. Institutional investors are not waived but fees are limited to the acceptance of the investor. There are no accrued balances for fees, commissions, warrants or common stock.
Ascendiant Capital Partners, LLC has been issued 1,000,000 shares pursuant to a consulting agreement the Company maintains with them.
We maintain a convertible note, with a current balance of approximately $139,000 with our CEO.
On January 8, 2013, the Company and Black Pearl Energy, LLC ("BPE"), an entity controlled by Stan Weiner and Lee Maddox, the Company’s Chief Executive Officer and Chief Operating Officer, respectively, entered into an equity exchange agreement (the “Exchange Agreement”) pursuant to which BPE transferred 10% of the outstanding membership interests of Black Wolf Enterprises, LLC, (“Black Wolf”) to the Company in exchange for 7,000,000 shares of the Company’s common stock (the "Pearl Shares"). The Pearl Shares, although supposed to be issued after we amended our articles of incorporation to increase our authorized share capital, were never issued. Other than the Pearl Shares, the Exchange Agreement did not obligate STW to provide any other assets or commitments in consideration of the transaction contemplated thereby. The transaction contemplated by the Agreement - the transfer of ownership in Black Wolf - closed on January 8, 2013. At the time of the Exchange Agreement, Black Wolf commercialized the expertise and services of Lone Wolf Resources, LLC, an environmental and civil construction company operating in the oil and gas industry (“Lone Wolf”). Lone Wolf has worked with the Department of Transportation and the Texas Commission on environmental quality to shape the standards for processing hydrocarbon-impacted soils to a reusable road base. Lone Wolf has completed projects internationally and throughout the United States, including the world's largest in-situ thermal remediation project. BPE is an oilfield service company that has developed an evaporation cover that is conservation friendly, economical and can be floated on to existing ponds or installed during construction for the elimination of evaporation on frac ponds used throughout the oilfield. BPE also provides high quality liners with fusion-welded seams, quality control testing including air tests of seams and destruction testing in West Texas and Eastern New Mexico, and intends to expand into South Texas during the first quarter of this year. Black Wolf combines Lone Wolf’s and BPE’s services and constructs drill sites, reserve pits, frac ponds, roads, pit closings, liners, leak detection systems, evaporation covers, and provides associated maintenance. Black Wolf also offers turnkey services for H-11 permitted ponds, including surveys, engineering and design, and permitting for storage of produced and brine waters as well as utilizes proprietary technologies employed by Lone Wolf in the reclamation of hydrocarbon-impacted soils. Black Wolf is currently negotiating on a number of multi-well packages with many of the largest oil and gas producers in West Texas. As of the date of filing this Amendment however, after 4 months of operations, Lone Wolf initiated their termination clause with Black Pearl and Black Wolf. As a result, Black Wolf was dissolved and we are currently seeking to terminate the Exchange Agreement since our investment would no longer be of any value. As of the date of this Amendment, BPE has verbally agreed to cancel the Exchange Agreement and unwind the transaction in its entirety; as part of the cancellation, we shall not be required to issue the Pearl Shares and BPE shall agree to indemnify the Company from any and all potential liabilities associated with or arising out of the Black Pearl's business.
Promoters and Certain Control Persons
None of our management or other control persons were “promoters” (within the meaning of Rule 405 under the Securities Act), and none of such persons took the initiative in the formation of our business or in connection with the formation of our business and received 10% of our debt or equity securities or 10% of the proceeds from the sale of such securities in exchange for the contribution of property or services, during the last five years.
-28-
Director Independence
Four of our directors, Joseph O’Neill, Hon. Bill Carter, Manfred Birnbaum, and Dale F. Dorn are independent directors, using the Nasdaq definition of independence.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Exhibit No.
|
Description
|
|
|
2.1
|
Order Confirming the Second Amended Plan of Reorganiztion of Woozyfly, Inc. (4)
|
|
|
2.2
|
Agreement and Plan of Merger for proposed merger between Woozyfly, Inc. Merger Sub, and STW Resources, Inc. dated January 17, 2010 (3)
|
|
|
3.1
|
Articles of Incorporation (1)
|
|
|
3.2
|
Certificate of Amendment to the Articles of Incorporation (2)
|
|
|
3.3
|
Certificate of Amendment to the Articles of Incorporation – March 1, 2010 (5)
|
|
|
3.4
|
Articles of Merger between STW Acquisition, Inc. and STW Resources, Inc. (4)
|
|
|
3.5
|
Articles of Merger filed with the State of Nevada on March 3, 2010 (6)
|
|
|
4.1
|
Form of 12% Convertible Note dated August 31, 2010 (8)
|
|
|
4.2
|
Form of Warrant dated August 31, 2010 (8)
|
|
|
4.3
|
Form of Promissory Note dated August 31, 2010 (9)
|
|
|
4.4
|
Form of Warrant for December 2010 Financing (10)
|
|
|
4.5
|
Extension of Note, by and between STW Resources Holding Corp. and GE Ionics, Inc., dated October 28, 2011 (11)
|
|
|
4.6
|
Amended and Restated Note effective October 1, 2l011 in favor of GE Ionics, Inc. (11)
|
|
|
4.7
|
Form of November 2011 Warrant (13)
|
|
|
4.8
|
Note Exchange Form of New Note (15)
|
|
|
4.9
|
Note Exchange Form of New Warrant (15)
|
|
|
4.10
|
Form of May 2012 Warrant (16)
|
|
|
4.11
|
Form of November 2012 14% Convertible Note (17)
|
|
|
4.12
|
Form of November 2012 Warrant (17)
|
|
|
10.1
|
Form of securities Purchase Agreement dated August 31, 2010 (6)
|
|
|
10.2
|
Form of Escrow Agreement by and between the Company, Viewpoint, and TD Bank, N.A. dated March 31, 2010 (8)
|
|
|
10.4
|
Form of Settlement Agreement by and between STW Resources Holding Corp and GE Ionics, Inc., dated August 31, 2010 (9)
|
|
|
10.5
|
Form of Subscription Agreement for December 2010 Financing (10)
|
|
|
10.6
|
Letter of Intent dated April 17, 2011 (12)
|
|
|
10.7
|
Amendments to Settlement Agreement dated October 30, 2011, by and between STW Resources Holding Corp. and GE Ionics, Inc. (11)
|
|
|
10.8
|
Form of November 2011 Subscription Agreement (13)
|
|
|
10.9
|
Note Exchange Cover Letter (15)
|
|
|
10.10
|
Note exchange Subscription Agreement Form (15)
|
|
|
10.11
|
Master Note Agreement with Revenue Participation Subscription Package (15)
|
|
|
10.12
|
Form of May 2012 Subscription Agreement (16)
|
|
|
10.13
|
Form of November 2012 Subscription Agreement (17)
|
|
|
16.1
|
Letter from Weaver & Martin LLC (7)
|
|
|
16.2
|
Letter from Weaver and Tidwell, LLP (14)
|
|
|
21.1
|
List of Subsidiaries
|
|
|
31.1
|
Certification of the Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32.1
|
Certification of the Principal Executive Officer and Principal Financial Officer pursuant to U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
-29-
|
*
|
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
|
(1)
|
Incorporated by reference to the Registration Statement on Form SB-2, previously filed with the Securities and Exchange Commission on September 26, 2006..
|
|
(2)
|
Incorporated by reference to the Registrant’s Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on September 4, 2008.
|
|
(3)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on January 26, 2010.
|
|
(4)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 19, 2010.
|
|
(5)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 2, 2010.
|
|
(6)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on March 9, 2010.
|
|
(7)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 5, 2010.
|
|
(8)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 16, 2010.
|
|
(9)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 22, 2010.
|
|
(10)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 10, 2010.
|
|
(11)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 3, 2011.
|
|
(12)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 26, 2011.
|
|
(13)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 23, 2011.
|
|
(14)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on February 3, 2012.
|
|
(15)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on April 10, 2012.
|
|
(16)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 11, 2012.
|
|
(17)
|
Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 3, 2012.
|
-30-
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) 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.
|
STW RESOURCES HOLDING CORP.
|
|||
|
Date: October 18, 2013
|
By:
|
/s/ Stanley Weiner
|
|
|
Name: Stanley Weiner
|
|||
|
Title: Chief Executive Officer (Principal Executive Officer and Principal Financial Officer)
|
|||