STW RESOURCES HOLDING CORP.

CIK:0001357838|SEC Filings

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues
Water treatment services	$ 1,063,219	$ 162,846	$ 1,330,989	$ 172,897
Energy and construction services	$ 2,844,351	3,100,205	7,362,094	8,258,119
Related parties services revenue		56,232	354	91,370
Net revenues	$ 3,907,570	3,319,283	8,693,437	8,522,386
Costs of Revenues	2,775,727	2,765,557	5,780,712	7,873,837
Gross Profit	$ 1,131,843	$ 553,726	2,912,725	648,549
Operating Expenses
Research and Development			7,435	151,955
Sales and marketing	$ 50,400	$ 163,547	316,260	379,362
General and administrative	2,693,622	3,205,399	6,986,042	7,740,510
Depreciation and amortization	48,240	25,748	119,548	47,291
Total operating expenses	2,792,262	3,394,694	7,429,285	8,319,118
Loss from operations	(1,660,419)	(2,840,968)	(4,516,560)	(7,670,569)
Interest expense, including related party interest of $42,730 and $9,796 for the three months ended September 30, 2015 and 2014, respectively, and $113,128 and $29,389 for the nine months ended September 30, 2015 and 2014, respectively.	(833,126)	(491,913)	(3,428,867)	(1,353,529)
Change in derivative liability	260,461	(834,930)	1,887,670	(1,278,466)
Loss from continuing operations	(2,233,084)	(4,167,811)	(6,057,757)	(10,302,564)
Loss from operations of discontinued entities	(10,524)	(1,141,849)	(743,913)	(1,141,849)
Net Loss	(2,243,608)	(5,309,660)	(6,801,670)	(11,808,180)
Share of net income (loss) of subsidiary attributable to non-controlling interest	(2,615)	(135,366)	(163,995)	(166,294)
Net Loss of STW Resources Holding Corp.	$ (2,240,993)	$ (5,174,294)	$ (6,637,675)	$ (11,641,886)
Loss per common share - basic and diluted	$ (.06)	$ (0.19)	$ (.21)	$ (0.49)
Weighted average shares outstanding - basic and diluted	35,753,309	27,006,992	32,160,646	23,657,068

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities - continuing operations
Net loss	$ (6,057,757)	$ (10,302,564)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	119,548	47,291
Change in fair value of derivative liability	(1,887,670)	1,278,466
Financing costs of notes payable	$ 412,590	42,594
Change in fair value of debt instruments converted to equity		(272,980)
Amortization of discount and debt issuance costs	$ 1,773,640	137,902
Share based compensation	2,714,684	3,486,606
Changes in working capital:
(Increase) Decrease in accounts receivable	1,880,950	$ (885,391)
(Increase) Decrease in deferred project costs	(936,423)
(Increase) Decrease in prepaid expenses and other current assets	(132,607)	$ (448,145)
Increase (Decrease) in accounts payable	247,664	1,792,032
Increase (Decrease) in sales and payroll taxes payable	789,142	$ 1,773,511
Increase (Decrease) in deferred revenue	724,668
Increase (Decrease) in accrued expenses and interest	804,188
Increase (Decrease) in accrued compensation	(81,405)	$ 230,219
Increase (Decrease) in accrued board compensation	433,464
Net cash provided by / used in operating activities	804,676	$ (3,120,459)
Cash flows used in investing activities - continuing operations
Purchases of equipment, net of equipment loans	(170,035)	(470,689)
Net cash used in investing activities	(170,035)	$ (470,689)
Cash flows from financing activities - continuing operations
Book overdraft	671,037
Stock subscriptions payable	100,000
Related party accounts receivables	7,980	$ (14,236)
Related party accounts payables, credit facilities, notes, and advances	(755,688)	1,435,493
Increase (Decrease) in insurance premium finance contract payable	(22,227)	362,256
Proceeds from notes payable	2,629,000	364,137
Principal payments of notes payable	$ (1,752,438)	(197,369)
Proceeds from issuance of common stock		$ 1,221,500
Debt issuance costs	$ (146,000)
Net cash provided by financing activities	731,664	$ 3,171,781
Net increase in cash - continuing operations	1,366,305	(419,367)
Net loss	(743,913)	(1,141,849)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation of discontinued activities	18,681	134,989
Loss on disposition of property and equipment of discontinued entities	114,809	39,861
Changes in working capital:
(Increase) Decrease in assets of discontinued operations	1,184,584	(553,217)
Increase (Decrease) in liabilities of discontinued operations	(2,005,981)	2,686,566
Net cash (used)/provided by operating activities – discontinued operations	(1,431,820)	802,583
Principal payments of notes payable of discontinued entities	(72,009)	(74,753)
Net cash provided by financing activities - discontinued operations	(72,009)	(74,753)
Net decrease in cash - discontinued operations	(1,503,829)	727,830
Net increase (decrease) in cash	(137,524)	308,463
Cash at beginning of period	$ 137,524	4,699
Cash at end of period		313,162
Supplemental cash flow information:
Cash paid for interest	$ 105,557	$ 19,803
Cash paid for income taxes
Non-cash investing and financing activities:
Shares issued from common stock subscriptions payable	$ 10,000	$ 160,000
Value of shares issued to employees as compensation	1,822,026	1,011,375
Value of shares issued to consultants	1,684,346	775,575
Value of shares issued as board fees	$ 675,000	558,157
Value of shares issued in connection with extension of notes payable		68,616
Value of shares issued in payment of accrued PIK interest		540,777
Value of shares issued upon conversion of notes payable and accrued interest	$ 355,960	$ 1,588,074
Shares issued for 2015 Transfer Agreement origination fees	421,000
Shares issued for financing fees	$ 320,469
Value of shares issued as charitable contributions		$ 110,000
Shares issued per Saltech & Black Pearl Energy Agreements	$ 305,705
Value of warrants issued as debt issuance costs	$ 272,559
Value of conversion feature of JMJ convertible note payable		$ 50,000
Value of derivative associated with convertible note payable		$ 715,981

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets
Cash		$ 137,524
Accounts receivable, trade, net	$ 1,612,968	3,493,918
Accounts receivable from related parties		7,980
Deferred project costs	$ 1,416,423	480,000
Prepaid expenses and other current assets	$ 462,082	329,475
Assets of discontinued operations		1,078,142
Total current assets	$ 3,491,473	5,527,039
Long Term Assets
Property and equipment, net	949,386	1,203,082
Total Assets	4,440,859	$ 6,730,121
Current liabilities
Book overdraft	671,037
Accounts Payable	3,055,185	$ 3,467,690
Payable to related parties:
Black Pearl Energy, LLC	167,286	1,276,588
Crown Financial, LLC	1,345,855	$ 2,034,810
Dufrane Nuclear, Inc.	47,767
Accrued compensation - officers	1,013,380	$ 873,380
Current portion of notes payable, net of discounts, including $595,672 and $1,077,235 payable to related parties, respectively	7,627,546	5,869,484
Sales and payroll taxes payable	2,475,066	2,197,768
Insurance premium finance contract payable	186,044	208,271
Accrued expenses and interest	2,508,728	1,727,734
Deferred revenue	1,404,668	680,000
Accrued compensation	401,366	495,934
Accrued board compensation	254,531	496,067
Fees payable in common stock	1,289,891	2,783,711
Stock subscriptions payable	117,000	27,000
Liabilities of discontinued operations	1,059,168	2,584,164
Derivative liability	22,701	802,340
Total current liabilities	23,647,219	25,524,941
Notes payable, net of discount and current portion, $540,919 and $623,159 payable to related parties, respectively	2,616,282	2,093,217
Total liabilities	$ 26,263,501	$ 27,618,158
Stockholders' deficit
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, no shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively
Common stock; $0.001 par value; 191,666,667 shares authorized, 35,844,548 and 28,194,953 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively	$ 35,847	$ 28,197
Additional paid-in capital	24,242,826	18,383,411
Accumulated deficit	(45,749,846)	(39,112,171)
Total Stockholders' Deficit of STW Resources Holding Corp.	(21,471,173)	(20,700,563)
Non-controlling interest in subsidiary	(351,469)	(187,474)
Total Stockholders' Deficit	(21,822,642)	(20,888,037)
Total Liabilities and Stockholders' Deficit	$ 4,440,859	$ 6,730,121